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                                                                    EXHIBIT 10.7
                                  CERTEGY INC.
                           2001 STOCK INCENTIVE PLAN

     1.  Purpose and Effective Date.  The purpose of the 2001 Stock Incentive
         --------------------------
Plan is to attract and retain directors, officers and other key employees for
Certegy Inc., a Georgia corporation (the "Company"), and its Subsidiaries and to
provide those persons with incentives and rewards for superior performance. The
Plan is effective as of June ___, 2001, the date the Plan was approved by the
Company's Board of Directors. The Plan was approved by Equifax Inc., as the sole
shareholder of the Company, on June __, 2001.

     2.  Definitions.  As used in this Plan:
         -----------
     "Appreciation Right" means a right granted pursuant to Section 5 of this
Plan, and shall include both Tandem Appreciation Rights and Free-Standing
Appreciation Rights.

     "Base Price" means the price to be used as the basis for determining the
Spread upon the exercise of a Free-Standing Appreciation Right and a Tandem
Appreciation Right.

     "Board" means the Board of Directors of the Company.

     "Change in Control" shall have the meaning provided in Section 11 of this
Plan.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Committee" means the Compensation and Human Resources Committee of the
Board, or any successor committee to which the responsibilities of that
Committee are assigned.

     "Common Share" means shares of common stock, par value $ .01 per share, of
the Company or any security into which such Common Shares may be changed by
reason of any transaction or event of the type referred to in Section 10 of this
Plan.

     "Company" means Certegy Inc., a Georgia corporation.

     "Covered Employee" means a Participant who is, or is determined by the
Board to be likely to become, a "covered employee" within the meaning of Section
162(m) of the Code (or any successor provision).

     "Date of Grant" means the date specified by the Board on which a grant of
Option Rights or Appreciation Rights, or a grant or sale of Restricted Shares or
Deferred Shares shall become effective (which date shall not be earlier than the
date on which the Board or its designee takes action with respect thereto).

     "Deferral Period" means the period of time during which Deferred Shares are
subject to deferral limitations under Section 7 of this Plan.

     "Deferred Shares" means an award made pursuant to Section 7 of this Plan of
the right to receive Common Shares at the end of a specified Deferral Period.
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     "Director" means a member of the Board of Directors of the Company.

     "Employee Benefits Agreement" means the Employee Benefits Agreement between
Equifax Inc. and the Company dated as of June __, 2001 which provides for the
treatment of the employee plans in connection with the spin-off of the Company
from Equifax, Inc.

     "Equifax Stock Incentive Plans" means the stock incentive plans sponsored
by Equifax Inc., including the Equifax Inc. 2000 Stock Incentive Plan, the
Equifax Inc. Omnibus Stock Incentive Plan, the 1995 Employee Stock Incentive
Plan or the 1993 Employee Stock Incentive Plan.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder, as such law, rules and regulations may be
amended from time to time, including any successor statutes of similar intent.

     "Free-Standing Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is not granted in tandem with an Option
Right.

     "Immediate Family" has the meaning ascribed thereto in Rule 16a-1(e) under
the Exchange Act (or any successor rule to the same effect).

     "Incentive Stock Options" means Option Rights that are intended to qualify
as "incentive stock options" under Section 422 of the Code or any successor
provision.

     "Management Objectives" means the measurable performance objective or
objectives established pursuant to this Plan for Participants who have received
grants of Option Rights, Appreciation Rights, Restricted Shares and dividend
credits pursuant to this Plan, which are subject to the achievement of
Management Objectives.  Management Objectives may be described in terms of
Company-wide objectives or objectives that are related to the performance of the
individual Participant or of the Subsidiary, division, department, region or
function within the Company or Subsidiary in which the Participant is employed.
The Management Objectives may be made relative to the performance of other
corporations.  The Management Objectives applicable to any award to a Covered
Employee shall be based on specified levels of, or growth in, one or more of the
following criteria, as determined for a single year, or cumulatively for a
stated number of years, or as an average over a stated number of years, or
otherwise as determined by the Committee at the time the Management Objective is
established:

        1.  earnings
        2.  earnings per share;
        3.  economic value added;
        4.  revenue;
        5.  operating profit;
        6.  net income;
        7.  total return to shareholders;
        8.  market share;
        9.  profit margins;
       10.  cash flow/net assets ratio;
       11.  debt/capital ratio;

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       12.  return on total capital;
       13.  return on equity;
       14.  return on assets; and
       15.  common stock price.

     If the Committee determines that a change in the business, operations,
corporate structure or capital structure of the Company, or the manner in which
it conducts its business, or other events or circumstances render the Management
Objectives unsuitable, the Committee may in its discretion modify such
Management Objectives or the related minimum acceptable level of achievement, in
whole or in part, as the Committee deems appropriate and equitable, except in
the case of a Covered Employee where such action would result in the loss of the
otherwise available exemption of the award under Section 162(m) of the Code.  In
the case of a Covered Employee, in determining financial results, items whose
exclusion from consideration will increase the Award shall only have their
effects excluded if they constitute "extraordinary" or "unusual" events or items
under generally accepted accounting principles and all such events and items
shall be excluded.  The Committee shall also adjust the performance calculations
to exclude the unanticipated effect on financial results of changes in the Code,
or other tax laws, and the regulations thereunder.  The Committee may decrease
the amount of an Award otherwise payable if, in the Committee's view, the
financial performance during the performance cycle justifies such adjustment,
regardless of the extent to which the Performance Measure was achieved.

     "Market Value per Share" means, (i) the closing sale price per Common Share
as reported on the principal exchange on which Common shares are then trading,
if any, or, if applicable, the NASDAQ National Market System, on the Date of
Grant, or if there are no sales on such day, on the next preceding trading day
during which a sale occurred, or (ii) if clause (i) does not apply, the fair
market value of the Common Shares as determined by the Board.

     "Non-Employee Director" means a Director who is not an employee of the
Company or any Subsidiary.

     "Optionee" means the optionee named in an agreement evidencing an
outstanding Option Right.

     "Option Price" means the purchase price payable on exercise of an Option
Right.

     "Option Right" means the right to purchase Common Shares upon exercise of
an option granted pursuant to Section 4 or Section 8 of this Plan.

     "Participant" means a person who is selected by the Committee to receive
benefits under this Plan and who is at the time an officer, or other key
employee of the Company or any one or more of its Subsidiaries, or who has
agreed to commence serving in any of such capacities within 60 days of the Date
of Grant, and shall also include each Non-Employee Director who receives an
award of Option Rights or Restricted Shares, or any other person, whether or not
an employee, Non-Employee Director or officer, who renders significant services
as a consultant or otherwise, in the discretion of the Committee.

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     "Plan" means this Certegy Inc. 2001 Stock Incentive Plan, as it may be
amended from time to time.

     "Reload Option Rights" means additional Option Rights granted automatically
to an Optionee upon the exercise of Option Rights pursuant to Section 4(f) of
this Plan.

     "Replacement Awards" means Option Rights or Restricted Shares that are
issued in substitution of awards of option rights or restricted shares that were
granted under the Equifax Stock Incentive Plans to former employees of Equifax
Inc. or subsidiaries of Equifax Inc. who are employees of the Company or its
Subsidiaries as of the date of the spin-off of the Company to the shareholders
of Equifax Inc. or who become employees of the Company after such date pursuant
to the Employee Benefits Agreement.  As provided in Section 4(o), the
Replacement Awards shall have the same material terms and conditions under the
Plan as such awards had under the respective Equifax Stock Incentive Plans.

     "Restricted Shares" means Common Shares granted or sold pursuant to Section
6 or Section 8 of this Plan as to which neither the substantial risk of
forfeiture nor the prohibition on transfers referred to in Section 6 has
expired.

     "Rule 16b-3" means Rule 16b-3 under the Exchange Act (or any successor rule
to the same effect) as in effect from time to time.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Spread" means the excess of the Market Value per Share on the date when an
Appreciation Right is exercised, or on the date when Option Rights are
surrendered in payment of the Option Price of other Option Rights, over the
Option Price or Base Price provided for in the related Option Right or Free-
Standing Appreciation Right, respectively.

     "Subsidiary" means a corporation, company or other entity (i) more than 50
percent of whose outstanding shares or securities (representing the right to
vote for the election of directors or other managing authority) are, or (ii)
which does not have outstanding shares or securities (as may be the case in a
partnership, joint venture or unincorporated association), but more than 50
percent of whose ownership interest representing the right generally to make
decisions for such other entity is, now or hereafter, owned or controlled,
directly or indirectly, by the Company, except that for purposes of determining
whether any person may be a Participant for purposes of any grant of Incentive
Stock Options, "Subsidiary" means any corporation in which, at the time of the
grant, the Company owns or controls, directly or indirectly, more than 50
percent of the total combined voting power represented by all classes of stock
issued by such corporation.

     "Tandem Appreciation Right" means an Appreciation Right granted pursuant to
Section 5 of this Plan that is granted in tandem with an Option Right.

     "Voting Power" means at any time, the total votes relating to the then-
outstanding securities entitled to vote generally in the election of Directors.

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     3.  Shares Available Under the Plan.
         -------------------------------

     (a) Subject to the adjustments provided for in Section 3(b) and Section 10
of this Plan, the number of Common Shares that may be issued or transferred (i)
upon the exercise of Option Rights or Appreciation Rights, (ii) as Restricted
Shares and released from substantial risks of forfeiture thereof, (iii) as
Deferred Shares, (iv) as awards to Non-Employee Directors or (v) in payment of
dividend equivalents paid with respect to Awards made under the Plan shall not
exceed in the aggregate 6,600,000 Common Shares. Such shares may be shares of
original issuance or treasury shares or a combination of the foregoing.

     (b) The number of Common Shares available in Section 3(a) above shall be
adjusted to account for shares relating to awards that expire, are forfeited or
are transferred, surrendered or relinquished upon the payment of any Option
Price by the transfer to the Company of Common Shares or upon satisfaction of
any withholding amount. Upon payment in cash of the benefit provided by any
award granted under this Plan, any shares that were covered by that award shall
again be available for issue or transfer hereunder. In addition to these
adjustments, commencing on January 1, 2002, and on each January 1 thereafter
ending on January 1, 2008, an additional number of Common Shares shall be added
to the total available under Section 3(a), equal to one and a half percent
(1 1/2%) of the number of Common Shares issued and outstanding on that
January 1st date.

     (c) Notwithstanding anything in this Section 3, or elsewhere in this Plan,
to the contrary and subject to adjustment as provided in Section 10 of this
Plan, the aggregate number of Common Shares actually issued or transferred by
the Company under this Plan upon the exercise of Incentive Stock Options shall
not exceed 10,000,000 Common Shares. Subject to adjustments as provided in
Section 10, no Participant shall be granted Option Rights and Appreciation
Rights, in the aggregate, for more than 750,000 Common Shares during any one
calendar year; the number of shares issued as Restricted Shares to any
Participant shall not exceed 500,000 Common Shares in any one calendar year; and
no Non-Employee Director shall be granted Option Rights, Appreciation Rights and
Restricted Shares, in the aggregate, for more than 100,000 Common Shares in any
one calendar year.

     4.  Option Rights.  The Committee may, from time to time and upon such
         -------------
terms and conditions as it may determine, authorize the granting to Participants
of options to purchase Common Shares. Such grants may be original awards or
Replacement Awards. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the requirements contained in the
following provisions:

     (a) Each grant shall specify the number of Common Shares to which it
pertains subject to the limitations set forth in Section 3 of this plan.

     (b) Each grant shall specify an Option Price per share, which may not be
less than the Market Value per Share on the Date of Grant, provided that this
restriction shall not apply to Replacement Awards .

     (c) Each grant shall specify whether the Option Price shall be payable (i)
in cash or by check acceptable to the Company, (ii) by the actual or
constructive transfer to the Company

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of Common Shares owned by the Optionee for at least 6 months (or other
consideration authorized pursuant to Section 4(d)) having a value at the time of
exercise equal to the total Option Price, or (iii) by a combination of such
methods of payment.

     (d) The Committee may determine, at or after the Date of Grant, that
payment of the Option Price of any Option Right (other than an Incentive Stock
Option) may also be made in whole or in part in the form of Restricted Shares or
other Common Shares that are forfeitable or subject to restrictions on transfer,
Deferred Shares, (based, in each case, on the Market Value per Share on the date
of exercise), or other Option Rights (based on the Spread on the date of
exercise). Unless otherwise determined by the Committee at or after the Date of
Grant, whenever any Option Price is paid in whole or in part by means of any of
the forms of consideration specified in this Section 4(d), the Common Shares
received upon the exercise of the Option Rights shall be subject to such risks
of forfeiture or restrictions on transfer as may correspond to any that apply to
the consideration surrendered, but only to the extent, determined with respect
to the consideration surrendered, of (i) the number of shares, or (ii) the
Spread of any unexercisable portion of Option Rights.

     (e) Any grant may provide for deferred payment of the Option Price from the
proceeds of sale through a bank or broker on a date satisfactory to the Company
of some or all of the shares to which such exercise relates.

     (f) Any grant may, at or after the Date of Grant, provide for the automatic
grant of Reload Option Rights to an Optionee upon the exercise of Option Rights
(including Reload Option Rights) using Common Shares or other consideration
specified in Section 4(d). Reload Option Rights shall cover up to the number of
Common Shares, Deferred Shares, or Option Rights surrendered to the Company upon
any such exercise in payment of the Option Price or to meet any withholding
obligations. Reload Options may not have an Option Price that is less than the
applicable Market Value per Share at the time of exercise and shall be on such
other terms as may be specified by the Committee, which may be the same as or
different from those of the original Option Rights.

     (g) Successive grants may be made to the same Participant whether or not
any Option Rights previously granted to such Participant remain unexercised.

     (h) Each grant shall specify the period or periods of continuous service by
the Optionee with the Company or any Subsidiary that is necessary before the
Option Rights or installments thereof will become exercisable and may provide
for continued vesting of the Option Rights after a termination of employment by
reason of the Optionee's retirement, death, disability or other events as
specified by the Committee. Each grant may also provide for the earlier exercise
of such Option Rights in the event of a Change in Control, retirement, death or
disability of the Optionee or other similar transaction or event.

     (i) Any grant of Option Rights may specify Management Objectives that must
be achieved as a condition to the exercise of such rights.

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     (j) Option Rights granted under this Plan may be (i) options, including,
without limitation, Incentive Stock Options that are intended to qualify under
particular provisions of the Code, (ii) options that are not intended so to
qualify, or (iii) combinations of the foregoing.

     (k) The Committee may, at or after the Date of Grant of any Option Rights
(other than Incentive Stock Options), provide for the payment of dividend
equivalents to the Optionee on either a current or deferred or contingent basis
or may provide that such equivalents shall be credited against the Option Price.

     (l) The exercise of an Option Right shall result in the cancellation on a
share-for-share basis of any Tandem Appreciation Right authorized under Section
5 of this Plan.

     (m) No Option Right shall be exercisable more than 10 years from the Date
of Grant.

     (n) Each grant of Option Rights shall be evidenced by an agreement or other
written notice from the Company by an officer and delivered to the Optionee and
containing such terms and provisions, consistent with this Plan, as the
Committee may approve.

     (o) Each Replacement Award shall reflect the adjustments provided for in
the Employee Benefits Agreements and shall have the same material terms and
conditions as the award it replaces under the Equifax Stock Incentive Plans, as
determined by the Committee. Notwithstanding any other provision in this Plan to
the contrary, no Replacement Award in substitution of an award that qualified as
an Incentive Stock Option immediately before the grant of the Replacement Award
shall contain any term that is more favorable than the terms of the substituted
award.

     5.  Appreciation Rights.
         -------------------

     (a) The Committee may authorize the granting (i) to any Optionee, of Tandem
Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to
any Participant, of Free-Standing Appreciation Rights. A Tandem Appreciation
Right shall be a right of the Optionee, exercisable by surrender of the related
Option Right, to receive from the Company an amount determined by the Board,
which shall be expressed as a percentage of the Spread (not exceeding 100
percent) at the time of exercise. Tandem Appreciation Rights may be granted at
any time prior to the exercise or termination of the related Option Rights;
provided, however, that a Tandem Appreciation Right awarded in relation to an
Incentive Stock Option must be granted concurrently with such Incentive Stock
Option. A Free-Standing Appreciation Right shall be a right of the Participant
to receive from the Company an amount determined by the Committee, which shall
be expressed as a percentage of the Spread (not exceeding 100 percent) at the
time of exercise.

     (b) Each grant of Appreciation Rights may utilize any or all of the
authorizations, and shall be subject to all of the requirements, contained in
the following provisions:

         (i)   Any grant may specify that the amount payable on exercise of an
     Appreciation Right may be paid by the Company in cash, in Common Shares or
     in any combination thereof and may either grant to the Participant or
     retain in the Committee the right to elect among those alternatives .

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         (ii)  Any grant may specify that the amount payable on exercise of an
     Appreciation Right may not exceed a maximum specified by the Committee at
     the Date of Grant.

         (iii) Any grant may specify waiting periods before exercise and
     permissible exercise dates or periods.

         (iv)  Any grant may specify that such Appreciation Right may be
     exercised only in the event of, or earlier in the event of, a Change in
     Control or other transaction or event.

         (v)   Any grant may provide for the payment to the Participant of
     dividend equivalents thereon in cash or Common Shares on a current,
     deferred or contingent basis.

         (vi)  Any grant of Appreciation Rights may specify Management
     Objectives that must be achieved as a condition of the exercise of such
     Rights.

         (vii) Each grant of Appreciation Rights shall be evidenced by an
     agreement executed on behalf of the Company by an officer and delivered to
     and accepted by the Participant, which agreement shall describe such
     Appreciation Rights, identify the related Option Rights (if applicable),
     state that such Appreciation Rights are subject to all the terms and
     conditions of this Plan, and contain such other terms and provisions,
     consistent with this Plan, as the Committee may approve.

     (c) Any grant of Tandem Appreciation Rights shall provide that such Rights
may be exercised only at a time when the related Option Right is also
exercisable and at a time when the Spread is positive, and by surrender of the
related Option Right for cancellation.

     (d) Regarding Free-standing Appreciation Rights only:

          (i)   Each grant shall specify in respect of each Free-standing
     Appreciation Right a Base Price, which shall be equal to or greater than
     the Market Value per Share on the Date of Grant;

          (ii)  Successive grants may be made to the same Participant regardless
     of whether any Free-standing Appreciation Rights previously granted to the
     Participant remain unexercised; and

          (iii) No Free-standing Appreciation Right granted under this Plan may
be exercised more than 10 years from the Date of Grant.

     6. Restricted Shares. The Committee may also authorize the grant or sale of
        -----------------
Restricted Shares to Participants.  Each such grant or sale may utilize any or
all of the authorizations, and shall be subject to all of the requirements,
contained in the following provisions:

     (a)  Each such grant or sale shall constitute an immediate transfer of the
ownership of Common Shares to the Participant in consideration of the
performance of services, entitling such

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<PAGE>

Participant to voting, dividend and other ownership rights, but subject to the
substantial risk of forfeiture and restrictions on transfer hereinafter referred
to.

     (b)  Each such grant or sale may be made without additional consideration
or in consideration of a payment by such Participant that is less than Market
Value per Share at the Date of Grant.

     (c)  Each such grant or sale shall provide that the Restricted Shares
covered by such grant or sale shall be subject to a "substantial risk of
forfeiture" within the meaning of Section 83 of the Code for a period to be
determined by the Committee at the Date of Grant and may provide for the earlier
lapse of such substantial risk of forfeiture in the event of a Change in Control
or other transaction or event; provided, however, that the Restricted Shares
covered by any Replacement Award shall be subject to a "substantial risk of
forfeiture" for the period provided in the award it replaced, as determined by
the Committee.

     (d)  Each such grant or sale shall provide that during the period for which
such substantial risk of forfeiture is to continue, the transferability of the
Restricted Shares shall be prohibited or restricted in the manner and to the
extent prescribed by the Board at the Date of Grant (which restrictions may
include, without limitation, rights of repurchase or first refusal in the
Company or provisions subjecting the Restricted Shares to a continuing
substantial risk of forfeiture in the hands of any transferee).

     (e)  Any grant of Restricted Shares may specify Management Objectives that,
if achieved, will result in termination or early termination of the restrictions
applicable to such shares. Each grant may specify in respect of such Management
Objectives a minimum acceptable level of achievement and may set forth a formula
for determining the number of Restricted Shares on which restrictions will
terminate if performance is at or above the minimum level, but falls short of
full achievement of the specified Management Objectives.

     (f)  Any grant or sale of Restricted Shares may require that any or all
dividends or other distributions paid thereon during the period of such
restrictions be automatically deferred and reinvested in additional Restricted
Shares, which may be subject to the same restrictions as the underlying award.

     (g)  Each grant or sale of Restricted Shares shall be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to and
accepted by the Participant and shall contain such terms and provisions,
consistent with this Plan, as the Committee may approve. Unless otherwise
directed by the Committee, all certificates representing Restricted Shares shall
be held in custody by the Company until all restrictions thereon shall have
lapsed, together with a stock power or powers executed by the Participant in
whose name such certificates are registered, endorsed in blank and covering such
Shares.

     7.  Deferred Shares.  The Committee may also authorize the granting or
         ---------------
sale of Deferred Shares to Participants. Each such grant or sale may utilize any
or all of the authorizations, and shall be subject to all of the requirements
contained in the following provisions:

                                       9
<PAGE>

     (a)  Each such grant or sale shall constitute the agreement by the Company
to deliver Common Shares to the Participant in the future in consideration of
the performance of services, but subject to the fulfillment of such conditions
during the Deferral Period as the Committee may specify.

     (b)  Each such grant or sale may be made without additional consideration
or in consideration of a payment by such Participant that is less than the
Market Value per Share at the Date of Grant.

     (c)  Each such grant or sale shall be subject to a Deferral Period of not
less than one year, as determined by the Committee at the Date of Grant, and may
provide for the earlier lapse or other modification of such Deferral Period in
the event of a Change in Control, or other transaction or event.

     (d)  During the Deferral Period, the Participant shall have no right to
transfer any rights under his or her award and shall have no rights of ownership
in the Deferred Shares and shall have no right to vote them, but the Committee
may, at or after the Date of Grant, authorize the payment of dividend
equivalents on such Shares on either a current or deferred or contingent basis,
either in cash or in additional Common Shares.

     (e) Each grant or sale of Deferred Shares shall be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to and
accepted by the Participant and shall contain such terms and provisions,
consistent with this Plan, as the Committee may approve.

     8.  Awards to Non-Employee Directors. The Committee may, from time to time
         --------------------------------
and upon such terms and conditions as it may determine, authorize the granting
to Non-Employee Directors of Option Rights and may also authorize the grant or
sale of Restricted Shares to Non-Employee Directors.

     (a) Each grant of Option Rights awarded pursuant to this Section 8 shall be
upon terms and conditions consistent with Section 4 of this Plan and shall be
evidenced by an agreement in such form as shall be approved by the Committee.
Each grant shall specify an Option Price per share, which shall not be less than
the Market Value per Share on the Date of Grant. Each such Option Right granted
under the Plan shall expire not more than 10 years from the Date of Grant and
shall be subject to earlier termination as hereinafter provided. Unless
otherwise determined by the Committee, such Option Rights shall be subject to
the following additional terms and conditions:

         (i)   Each grant shall specify the number of Common Shares to which it
     pertains subject to the limitations set forth in Section 3 of this plan.

         (ii)  In the event of the death or disability of the holder of any such
     Option Rights, each of the then outstanding vested Option Rights of such
     holder may be exercised at any time within a stated period after such death
     or disability, as provided by the Committee in the grant, but in no event
     after the expiration date of the term of such Option Rights.

                                       10
<PAGE>

         (iii) If a Non-Employee Director subsequently becomes an employee of
     the Company or a Subsidiary while remaining a member of the Board, any
     Option Rights held under the Plan by such individual at the time of such
     commencement of employment shall not be affected thereby.

         (iv)  Option Rights may be exercised by a Non-Employee Director only
     upon payment to the Company in full of the Option Price of the Common
     Shares to be delivered. Such payment shall be made in cash or in Common
     Shares then owned by the optionee for at least six months, or in a
     combination of cash and such Common Shares.

         (v)  Any grant may provide for deferred payment of the Option Price
     from the proceeds of sale through a bank or broker on a date satisfactory
     to the Company of some or all of the shares to which such exercise relates.

     (b) Each grant or sale of Restricted Shares pursuant to this Section 8
shall be upon terms and conditions consistent with Section 6 of this Plan.

     9.  Transferability.
         ---------------
     (a) Except as otherwise determined by the Committee, no Option Right,
Appreciation Right or other derivative security granted under the Plan shall be
transferable by a Participant other than by will or the laws of descent and
distribution. Except as otherwise determined by the Committee, Option Rights and
Appreciation Rights shall be exercisable during the Optionee's lifetime only by
him or her or by his or her guardian or legal representative.

     (b) The Committee may specify at the Date of Grant that part or all of the
Common Shares that are (i) to be issued or transferred by the Company upon the
exercise of Option Rights or Appreciation Rights, or upon the termination of the
Deferral Period applicable to Deferred Shares or (ii) no longer subject to the
substantial risk of forfeiture and restrictions on transfer referred to in
Section 6 of this Plan, shall be subject to further restrictions on transfer.

     (c) Notwithstanding the provisions of Section 9(a), the Committee may
provide that any grant of Option Rights (other than Incentive Stock Options),
Appreciation Rights, Restricted Shares, and Deferred Shares shall be
transferable by a Participant, without payment of consideration therefor by the
transferee, to any one or more members of the Participant's Immediate Family (or
to one or more trusts established solely for the benefit of one or more members
of the Participant's Immediate Family or to one or more partnerships in which
the only partners are members of the Participant's Immediate Family); provided,
however, that (i) no such transfer shall be effective unless reasonable prior
notice thereof is delivered to the Company and the Committee and such transfer
is thereafter effected in accordance with any terms and conditions that shall
have been made applicable thereto by the Company or the Committee and (ii) any
such transferee shall be subject to the same terms and conditions hereunder as
the Participant.

     10. Adjustments.  The Committee may make or provide for such adjustments
         -----------
in the numbers of Common Shares covered by outstanding Option Rights,
Appreciation Rights and Deferred Shares granted hereunder, and in the Option
Price and Base Price, and in the kind of shares covered thereby, as the
Committee, in its sole discretion, exercised in good faith, may

                                       11
<PAGE>

determine is equitably required to prevent dilution or enlargement of the rights
of Participants or Optionees that otherwise would result from (a) any stock
dividend, stock split, combination of shares, recapitalization or other change
in the capital structure of the Company, or (b) any merger, consolidation, spin-
off, split-off, spin-out, split-up, reorganization, partial or complete
liquidation or other distribution of assets, issuance of rights or warrants to
purchase securities, or (c) any other corporate transaction or event having an
effect similar to any of the foregoing. Moreover, in the event of any such
transaction or event, the Committee, in its discretion, may provide in
substitution for any or all outstanding awards under this Plan such alternative
consideration as it, in good faith, may determine to be equitable in the
circumstances and may require in connection therewith the surrender of all
awards so replaced. The Committee may also make or provide for such adjustments
in the numbers of shares specified in Section 3 of this Plan as the Committee in
its sole discretion, exercised in good faith, may determine is appropriate to
reflect any transaction or event described in this Section 10; provided,
however, that any such adjustment to the number specified in Section 3(c)(i)
shall be made only if and to the extent that such adjustment would not cause any
Option intended to qualify as an Incentive Stock Option to fail so to qualify,
and the Committee may take into consideration, as to any award subject to a
proposed adjustment, the potential adverse effect thereof under applicable tax
or other laws, and may adjust such awards inconsistently as a consequence of
those effects.

     11. Change in Control.  For purposes of this Plan, except as may be
         -----------------
otherwise prescribed by the Committee in an agreement evidencing a grant or
award made under the Plan, a "Change in Control" shall mean if at any time any
of the following events shall have occurred:

     (a) Voting Stock Accumulations. The accumulation by any Person of
Beneficial Ownership of twenty percent (20%) or more of the combined voting
power of the Company's Voting Stock; provided that for purposes of this Section
11(a), a Change in Control will not be deemed to have occurred if the
accumulation of twenty percent (20%) or more of the voting power of the
Company's Voting Stock results from any acquisition of Voting Stock (i) directly
from the Company that is approved by the Incumbent Board, (ii) by the Company,
(iii) by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any Subsidiary, or (d) by any Person pursuant to a Business
Combination that complies with all of the provisions of clauses (i), (ii) and
(iii) of Section 11(b); or

     (b) Business Combinations. Consummation of a Business Combination, unless,
immediately following that Business Combination, (i) all or substantially all of
the Persons who were the beneficial owners of Voting Stock of the Company
immediately prior to that Business Combination beneficially own, directly or
indirectly, more than sixty-six and two-thirds percent (662/3%) of the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
Directors of the entity resulting from that Business Combination (including,
without limitation, an entity that as a result of that transaction owns the
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions relative
to each other as their ownership, immediately prior to that Business
Combination, of the Voting Stock of the Company, (ii) no Person (other than the
Company, that entity resulting from that Business Combination, or any employee
benefit plan (or related trust) sponsored or maintained by the Company, any
Eighty Percent (80%) Subsidiary or that entity resulting from that Business
Combination) beneficially owns, directly or indirectly, twenty percent (20%) or
more of the then

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<PAGE>

outstanding shares of common stock of the entity resulting from that Business
Combination or the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of that
entity, and (iii) at least a majority of the members of the Board of Directors
of the entity resulting from that Business Combination were members of the
Incumbent Board at the time of the action of the Board of Directors providing
for that Business Combination; or

     (c)  Sale of Assets. A sale or other disposition of all or substantially
all of the assets of the Company; or

     (d)  Liquidations or Dissolutions. Approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company, except pursuant
to a Business Combination that complies with all of the provisions of clauses
(i), (ii) and (iii) of Section 11(b).

     For purposes of this Section 11, the following definitions will apply:

          (i)  "Beneficial Ownership" means beneficial ownership as that term is
     used in Rule 13d-3 promulgated under the Exchange Act.

          (ii) "Business Combination" means a reorganization, merger or
     consolidation of the Company.

          (iii)"Eighty Percent (80%) Subsidiary" means an entity in which the
     Company directly or indirectly beneficially owns eighty percent (80%) or
     more of the outstanding Voting Stock.

          (iv) "Exchange Act" means the Securities Exchange Act of 1934,
     including amendments, or successor statutes of similar intent.

          (v) "Incumbent Board" means a Board of Directors at least a majority
     of whom consist of individuals who either are (a) members of the Company's
     Board of Directors as of June __, 2001, or (b) members who become members
     of the Company's Board of Directors subsequent to June __, 2001, whose
     election, or nomination for election by the Company's shareholders, was
     approved by a vote of at least two-thirds (2/3) of the directors then
     comprising the Incumbent Board (either by a specific vote or by approval of
     the proxy statement of the Company in which that person is named as a
     nominee for director, without objection to that nomination), but excluding,
     for that purpose, any individual whose initial assumption of office occurs
     as a result of an actual or threatened election contest (within the meaning
     of Rule 14a-11 of the Exchange Act) with respect to the election or removal
     of directors or other actual or threatened solicitation of proxies or
     consents by or on behalf of a Person other than the Board of Directors.

          (vi)  "Person" means any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14 (d)(2) of the Exchange Act).

          (vii) "Voting Stock" means the then outstanding securities of an
     entity entitled to vote generally in the election of members of that
     entity's Board.

                                       13
<PAGE>

     12. Fractional Shares.  The Company shall not be required to issue any
         -----------------
fractional Common Shares pursuant to this Plan. The Committee may provide for
the elimination of fractions or for the settlement of fractions in cash.

     13. Withholding Taxes. To the extent that the Company is required to
         -----------------
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for such withholding are insufficient, it
shall be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company and the Committee for payment of the balance of such taxes
required to be withheld, which arrangements (in the discretion of the Committee)
may include relinquishment of a portion of such benefit. With the consent of the
Committee, a Participant or such other person may also make similar arrangements
with respect to the payment of any taxes with respect to which withholding is
not required.

     14. Foreign Employees.  In order to facilitate the making of any grant or
         -----------------
combination of grants under this Plan, the Committee may provide for such
special terms for awards to Participants who are foreign nationals or who are
employed by the Company or any Subsidiary outside of the United States of
America as the Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom, which special terms may be
contained in an Appendix attached hereto.  Moreover, the Committee may approve
such supplements to or amendments, restatements or alternative versions of this
Plan as it may consider necessary or appropriate for such purposes, without
thereby affecting the terms of this Plan as in effect for any other purpose, and
the Secretary or other appropriate officer of the Company may certify any such
document as having been approved and adopted in the same manner as this Plan. No
such special terms, supplements, amendments or restatements, however, shall
include any provisions that are inconsistent with the terms of this Plan as then
in effect unless this Plan could have been amended to eliminate such
inconsistency without further approval by the shareholders of the Company.

     15.  Administration of the Plan.
          --------------------------

     (a) This Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the action of the members of the
Committee present at any meeting at which a quorum is present, or acts
unanimously approved in writing, shall be the acts of the Committee. Except as
the Board may otherwise determine, so long as the Company's outstanding Common
Shares are owned by Equifax Inc., all matters relating to Awards under the Plan
shall be, and hereby are, delegated to the Compensation and Human Resources
Committee of Equifax Inc., provided that all actions taken shall be subject to
the approval of the Board.

     (b) The Committee, in its discretion, may delegate to one or more officers
of the Company, all or part of the Committee's authority and duties with respect
to Participants who are not subject to the reporting and other provisions of
Section 16 of the Exchange Act or any successor rule to the same effect. In the
event of such delegation, and as to matters encompassed by the delegation,
references in the Plan to the Committee shall be interpreted as a reference to
the Committee's delegate or delegates. The Committee may revoke or amend the
terms of a

                                       14
<PAGE>

delegation at any time but such action shall not invalidate any prior actions of
the Committee's delegate or delegates that were consistent with the terms of the
Plan.

     (c) The interpretation and construction by the Committee of any provision
of this Plan or of any agreement, notification or document evidencing the grant
of Option Rights, Appreciation Rights, Restricted Shares, or Deferred Shares,
and any determination by the Committee pursuant to any provision of this Plan or
of any such agreement, notification or document shall be final and conclusive.
No member of the Committee shall be liable for any such action or determination
made in good faith.

     16.  Amendments, Etc.
          ---------------

     (a) The Committee may at any time and from time to time amend the Plan in
whole or in part; provided, however, that any amendment which must be approved
by the shareholders of the Company in order to comply with applicable law or the
rules of the New York Stock Exchange or, if the Common Shares are not traded on
the New York Stock Exchange, the principal national securities exchange upon
which the Common Shares are traded or quoted, shall not be effective unless and
until such approval has been obtained. Presentation of this Plan or any
amendment hereof for shareholder approval shall not be construed to limit the
Company's authority to offer similar or dissimilar benefits under other plans
without shareholder approval. No amendment shall, without a Participant's
consent, adversely affect any rights of any Participant with respect to any
award outstanding at the time such amendment is made. No amendment to this Plan
shall become effective until shareholder approval is obtained if (i) the
amendment increases the aggregate number of Common Shares that may be issued
under the Plan, (ii) the amendment changes the class of individuals eligible to
become Participants, or (iii) the amendment extends the duration of the Plan.

     (b) The Committee shall not, without the further approval of the
shareholders of the Company, authorize the amendment of any outstanding Option
Right to reduce the Option Price. Furthermore, no Option Right shall be canceled
and replaced with awards having a lower Option Price without further approval of
the shareholders of the Company. This Section 16(b) is intended to prohibit the
repricing of "underwater" Option Rights and shall not be construed to prohibit
the adjustments provided for in Section 10 of this Plan.

     (c) The Committee also may permit Participants to elect to defer the
issuance of Common Shares or the settlement of awards in cash under the Plan
pursuant to such rules, procedures or programs as it may establish for purposes
of this Plan. The Committee also may provide that deferred issuances and
settlements include the payment or crediting of dividend equivalents or interest
on the deferral amounts.

     (d) The Committee may condition the grant of any award or combination of
awards authorized under this Plan on the surrender or deferral by the
Participant of his or her right to receive a cash bonus or other compensation
otherwise payable by the Company or a Subsidiary to the Participant.

     (e) In case of termination of employment by reason of death, disability or
normal or early retirement, or in the case of hardship or other special
circumstances, of a Participant who

                                       15
<PAGE>

holds an Option Right or Appreciation Right not immediately exercisable in full,
or any Restricted Shares as to which the substantial risk of forfeiture or the
prohibition or restriction on transfer has not lapsed, or any Deferred Shares as
to which the Deferral Period has not been completed, or who holds Common Shares
subject to any transfer restriction imposed pursuant to Section 9(b) of this
Plan, the Committee may, in its sole discretion, accelerate the time at which
such Option Right or Appreciation Right may be exercised or the time at which
such substantial risk of forfeiture or prohibition or restriction on transfer
will lapse or the time when such Deferral Period will end or the time when such
transfer restriction will terminate or may waive any other limitation or
requirement under any such award.

     (f) This Plan shall not confer upon any Participant any right with respect
to continuance of employment or other service with the Company or any
Subsidiary, nor shall it interfere in any way with the right of the Company or
any Subsidiary to terminate such Participant's employment or other service at
any time.

     (g) To the extent that any provision of this Plan would prevent any Option
Right that was intended to qualify as an Incentive Stock Option from qualifying
as such, that provision shall be null and void with respect to such Option
Right. Such provision, however, shall remain in effect for other Option Rights
and there shall be no further effect on any provision of this Plan.

     17.  Termination.  No grant shall be made under this Plan more than 10
          -----------
years after the date on which this Plan is first approved by the Board of
Directors of the Company, but all grants made on or prior to such date shall
continue in effect thereafter subject to the terms thereof and of this Plan. The
Committee may terminate the Plan at any time provided that such termination
shall not adversely affect the rights of any Participant or beneficiary under
any Award granted prior to the date of such termination.

                                       16