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UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K


FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934


|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|           |  |                                                                                             
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934    
|           |  | For the fiscal year ended December 31, 2005                                                 
|           |  | or                                                                                          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
|           |  | For the transition period
    from           to                                             

Commission file number 1-13069





ChoicePoint Inc.


(Exact Name of Registrant as Specified in Its Charter)


|                                                                    |  |                                    
|------------------------------------------------------------------- |  | -----------------------------------
|Georgia                                                             |  | 58-2309650                         
|(State or Other Jurisdiction of
     Incorporation or Organization) |  | (I.R.S. EmployerIdentification No.)
|1000 Alderman Drive
     Alpharetta, Georgia                        |  | 30005(Zip Code)                    
|(Address of Principal Executive Offices)                            |  |                                    

(770) 752-6000


(Registrants Telephone Number, Including Area Code)


Securities Registered Pursuant to Section 12(b) of the
Act:


|                                       |  |                                          
|-------------------------------------- |  | -----------------------------------------
|Title of Each Class                    |  | Name of Each Exchange on Which Registered
|                                       |  |                                          
|Common Stock, par value $.10 per share |  | New York Stock Exchange                  

Securities Registered Pursuant to Section 12(g) of the
Act:


None


þ o


o þ


þ o


S-K 10-K 10-K. o


12b-2


þ o o


12b-2 o þ






DOCUMENTS INCORPORATED BY REFERENCE














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TABLE OF CONTENTS


|                                                                                                                          |          |  |                                                                                                                          |      |  |    | 
|------------------------------------------------------------------------------------------------------------------------- | -------- |  | ------------------------------------------------------------------------------------------------------------------------ | ---- |  | -- | 
|                                                                                                                          |          |  |                                                                                                                          | Page | 
|                                                                                                                          |          |  |                                                                                                                          |      | 
|Part I                                                                                                                    |          |  | 1                                                                                                                        |     
|                                                                                                                          | Item 1.  |  | Business                                                                                                                 |      |  | 1  | 
|                                                                                                                          | Item 1A. |  | Risk Factors                                                                                                             |      |  | 7  | 
|                                                                                                                          | Item 1B. |  | Unresolved Staff Comments                                                                                                |      |  | 13 | 
|                                                                                                                          | Item 2.  |  | Properties                                                                                                               |      |  | 13 | 
|                                                                                                                          | Item 3.  |  | Legal Proceedings                                                                                                        |      |  | 14 | 
|                                                                                                                          | Item 4.  |  | Submission of Matters to a Vote of Security
    Holders                                                                  |      |  | 17 | 
|                                                                                                                          | Item X.  |  | Executive Officers of the Registrant                                                                                     |      |  | 17 | 
|                                                                                                                         
|Part II                                                                                                                   |          |  | 18                                                                                                                       |     
|                                                                                                                          | Item 5.  |  | Market for the Registrants Common
    Equity, Related Stockholder Matters and Issuer Purchases of
    Equity Securities |      |  | 18 | 
|                                                                                                                          | Item 6.  |  | Selected Financial Data                                                                                                  |      |  | 19 | 
|                                                                                                                          | Item 7.  |  | Managements Discussion and Analysis
    of Financial Condition and Results of Operations                                |      |  | 19 | 
|                                                                                                                          | Item 7A. |  | Quantitative and Qualitative Disclosures
    About Market Risk                                                           |      |  | 19 | 
|                                                                                                                          | Item 8.  |  | Financial Statements and Supplementary
    Data                                                                          |      |  | 20 | 
|                                                                                                                          | Item 9.  |  | Changes in and Disagreements with
    Accountants on Accounting and Financial Disclosure                                 |      |  | 20 | 
|                                                                                                                          | Item 9A. |  | Controls and Procedures                                                                                                  |      |  | 20 | 
|                                                                                                                          | Item 9B. |  | Other Information                                                                                                        |      |  | 21 | 
|                                                                                                                         
|Part III                                                                                                                  |          |  | 21                                                                                                                       |     
|                                                                                                                          | Item 10. |  | Directors and Executive Officers of the
    Registrant                                                                   |      |  | 21 | 
|                                                                                                                          | Item 11. |  | Executive Compensation                                                                                                   |      |  | 21 | 
|                                                                                                                          | Item 12. |  | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder Matters                       |      |  | 22 | 
|                                                                                                                          | Item 13. |  | Certain Relationships and Related
    Transactions                                                                       |      |  | 22 | 
|                                                                                                                          | Item 14. |  | Principal Accounting Fees and Services                                                                                   |      |  | 22 | 
|                                                                                                                         
|Part IV                                                                                                                   |          |  | 22                                                                                                                       |     
|                                                                                                                          | Item 15. |  | Exhibits and Financial Statement
    Schedule                                                                            |      |  | 22 | 
|Signatures                                                                                                                |          |  | 28                                                                                                                       |     
|EX-13 THE INSIDE FRONT COVER, PAGES (27-70) AND THE INSIDE BACK COVER OF THE COMPANY'S 2005 ANNUAL REPORT TO SHAREHOLDERS
|EX-21 SUBSIDIARIES OF THE COMPANY                                                                                        
|EX-23 CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                    
|EX-31.1 SECTION 302 CERTIFICATION OF THE CEO                                                                             
|EX-31.2 SECTION 302 CERTIFICATION OF THE CFO                                                                             
|EX-32.1 SECTION 906 CERTIFICATION OF THE CEO                                                                             
|EX-32.2 SECTION 906 CERTIFICATION OF THE CFO                                                                             
|EX-99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE                          



Forward-Looking Statements








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PART I







|        |         
|------- | --------
|Item 1. | Business

General
















1



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Strategic Acquisitions, Divestitures and Alliances
















Products and Customers




Historical Revenue by Service Group


|                          |               |                   |           |           |                   |  |     |                   |  |   |         |         |  |        |     |   |   |   |         |         |  |  |     |   | 
|------------------------- | ------------- | ----------------- | --------- | --------- | ----------------- |  | --- | ----------------- |  | - | ------- | ------- |  | ------ | --- | - | - | - | ------- | ------- |  |  | --- | - | 
|                          |               | December 31, 2005 |           |           | December 31, 2004 |  |     | December 31, 2003 | 
|                          |               |                   |           |           |                   |  |     |                   | 
|                          |               | Amount            |           |           | %                 |  |     | Amount            |  |   | %       |         |  | Amount |     |   | % |  
|(In thousands)            |               |                   |           |           |                   |  |     |                   |  |   |         |         |  |        |     |   |   |  
|Insurance Services        |               | $                 | 407,489   |           |                   |  | 40  | %                 |  | $ | 352,725 |         |  |        | 40  | % |   | $ | 309,124 |         |  |  | 41  | %
|Business Services(1)      |               |                   | 380,192   |           |                   |  | 37  |                   |  |   | 349,881 |         |  |        | 40  |   |   |   | 276,148 |         |  |  | 37  |  
|Government Services       |               |                   | 148,249   |           |                   |  | 14  |                   |  |   | 83,934  |         |  |        | 9   |   |   |   | 63,335  |         |  |  | 8   |  
|Marketing Services        |               |                   | 91,529    |           |                   |  | 9   |                   |  |   | 93,389  |         |  |        | 11  |   |   |   | 96,642  |         |  |  | 13  |  
|Royalty                   |               |                   | 2,398     |           |                   |  |    |                   |  |   | 4,504   |         |  |        |    |   |   |   | 5,102   |         |  |  | 1   |  
|Divested and discontinued |               |                   |          |           |                   |  |    |                   |  |   |        |         |  |        |    |   |   |   |        |         |  |  |    |  
|                          |               |                   |           |           |                   |  |     |                   |  |   |         |         |  |        |     |   |   |  
|Service revenue           |               |                   | 1,029,857 |           |                   |  | 100 | %                 |  |   | 884,433 |         |  |        | 100 | % |   |   | 750,351 |         |  |  | 100 | %
|Reimbursable expenses     |               |                   | 28,057    |           |                   |  |     |                   |  |   | 34,280  |         |  |        |     |   |   |   | 45,395  |         |  |  |     |  
|                          |               |                   |           |           |                   |  |     |                   |  |   |         |         |  |        |     |   |   |  
|                          | Total revenue |                   | $         | 1,057,914 |                   |  |     |                   |  |   | $       | 918,713 |  |        |     |   |   |   | $       | 795,746 |  |  |     |   | 
|                          |               |                   |           |           |                   |  |     |                   |  |   |         |         |  |        |     |   |   |  






|    |  |                                                                                                                                 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------
|(1) |  | As announced on March 4, 2005, the Company discontinued the
    sale of certain services offered by its Business Services group.

Insurance Services.


2



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® ® ® tm system-to


Business Services.




| |   |                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | employment background screenings, which include credit and
    driving record checks, prior employment verification, education
    and licensing verification and criminal record searches;
|
| |  | comprehensive drug screening program management and
    administration and due diligence and credential verification
    services to legal and professional service providers;             
|
| |  | tenant screening services;                                                                                                                                                                 
|
| |  | volunteer screening services;                                                                                                                                                              
|
| |  | authentication services; and                                                                                                                                                               
|
| |  | mortgage credentialing services.                                                                                                                                                           



Government Services.


3



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Marketing Services.


10-K.


Customers.






Historical Revenue by Geographical Area




|               |  |         |           |  |            |  |     |  
|-------------- |  | ------- | --------- |  | ---------- |  | --- | -
|               |  | 2005    |          
|               |  |         |          
|               |  | Revenue |           |  | % of Total | 
|(In thousands) |  |         |           |  |            | 
|United States  |  | $       | 1,030,270 |  |            |  | 97  | %
|Foreign        |  |         | 27,644    |  |            |  | 3   | %
|               |  |         |           |  |            | 
|Total Revenue  |  | $       | 1,057,914 |  |            |  | 100 | %

|                        |  |            |           |  |            |  |     |  
|----------------------- |  | ---------- | --------- |  | ---------- |  | --- | -
|                        |  | 2005       |          
|                        |  |            |          
|                        |  | Long-Lived |           |  |           
|                        |  | Assets     |           |  | % of Total | 
|                        |  |            |           |  |            | 
|United States           |  | $          | 1,109,950 |  |            |  | 93  | %
|Foreign                 |  |            | 80,788    |  |            |  | 7   | %
|                        |  |            |           |  |            | 
|Total Long-Lived Assets |  | $          | 1,190,738 |  |            |  | 100 | %

Competition






4



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Harte-Hanks




Sources of Supply






Employees




5



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Proprietary Matters


® ® ® ® ® ® ®






Regulation




6



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Where You Can Find More Information


1-800-SEC-0330. 10-K, 10-Q, 8-K, 10-K.





Item 1A.     Risk
Factors


You should carefully consider each of the following risk
factors and all of the other information in this Annual Report
on Form 10-K.
These risks are not the only ones facing us. Our business
operations could also be impaired by additional risks and
uncertainties. If any of the following risks and uncertainties
develops into actual events, our business, financial condition
and results of operations could be materially and adversely
affected. If that happens, the trading prices of our common
stock and any other securities we may issue in the future could
decline significantly.


7



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Risks Related to Our Business


Governmental proceedings, litigation and negative publicity
surrounding the fraudulent data access may have a negative
impact on our future operating results, financial condition and
relationships with customers and suppliers.


10-K).


10-K.


Our business, operations, and reputation could be materially
adversely affected by a failure to comply with the Stipulated
Final Judgment and Order.




We have few long-term customer agreements. Our failure to
renew such agreements or enter into agreements with new
customers could have a material adverse effect on our financial
condition and results of operations.






8



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A portion of our business depends on government contracts,
which are subject to immediate termination, and the termination
of these contracts could have a negative impact on our financial
condition and results of operations.








Acquisitions could result in operating difficulties, dilution
and other harmful consequences.






| |   |                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | failing to implement or remediate controls, procedures and
    policies appropriate for a larger public company at acquired
    companies that prior to the acquisition lacked such controls,
    procedures and policies;
|
| |  | paying more than fair market value for an acquired company or
    assets;                                                                                                                                                 
|
| |  | failing to integrate the operations and personnel of the
    acquired businesses in an efficient, timely manner;                                                                                                          
|
| |  | assuming potential liabilities arising from the products of an
    acquired company;                                                                                                                                      
|
| |  | managing the potential disruption to our ongoing business;                                                                                                                                                                
|
| |  | distracting management focus from our core business;                                                                                                                                                                      
|
| |  | impairing relationships with employees, customers, and strategic
    partners;                                                                                                                                            
|
| |  | incurring expenses associated with the amortization of other
    intangibles;                                                                                                                                             

9



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| |   |                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | incurring expenses associated with a write-off of a portion of
    goodwill and other intangible assets due to changes in market
    conditions, weak economies in certain competitive markets, or
    the failure of certain acquisitions to realize expected
    benefits; and
|
| |  | diluting the share value and voting power of existing
    shareholders.                                                                                                                                                                                                         



Our failure to successfully manage our relationships with
third party information suppliers would have a material adverse
effect on our business.










We are subject to significant competition in many of the
markets in which we compete.




10



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10-K,


Our failure to attract and retain qualified personnel would
have a material adverse effect on our business.




Our business, results of operations and reputation could be
materially adversely affected by systems interruptions.




Our direct marketing products are subject to certain
risks.






| |   |                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | development of other methods of sales and advertising that are
    more effective than direct marketing;                                                                                                                               
|
| |  | changes in laws and regulations relating to data privacy, in
    particular, telephone solicitation and email privacy;                                                                                                                 
|
| |  | increases in postal rates or disruption in the availability of
    postal services that could increase the cost of direct mail
    production and processing and reduce demand for information
    among our direct mail customers; and
|
| |  | loss of use or data by third parties.                                                                                                                                                                                                  

Our success partially depends on the successful development
and marketing of new products, services and technologies.




The outcome of litigation against us could have a material
adverse effect on our financial condition.


10-K,


11



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Risks Related to Our Industry


Fraudulent data access and other security breaches may
negatively impact our business and harm its reputation.


10-K.




| |   |                                                                            
| | - | ---------------------------------------------------------------------------
| |  | deterring customers from using our products and services;                  
|
| |  | deterring data suppliers from supplying data to us;                        
|
| |  | harming our reputation;                                                    
|
| |  | exposing us to liability;                                                  
|
| |  | increasing operating expenses to correct problems caused by the
    breach;
|
| |  | affecting our ability to meet customers
    expectations; or              
|
| |  | causing inquiry from governmental authorities.                             



Our business, financial condition and results of operations
could be materially adversely affected by a downturn in the
general economy.




12



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We are subject to significant governmental regulation.


10-K,




| |   |                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | amendment, enactment, or interpretation of laws and regulations
    which restrict the access and use of personal information and
    reduce the supply of data available to customers;
|
| |  | changes in cultural and consumer attitudes to favor further
    restrictions on information collection and sharing;                                                                    
|
| |  | failure of our products and services to comply with current laws
    and regulations; and                                                                                              
|
| |  | failure of our products and services to adapt to changes in the
    regulatory environment in an efficient, cost-effective manner.                                                     

To the extent the availability of free or relatively
inexpensive information increases, the demand for our products
and services may decrease.









|         |                          
|-------- | -------------------------
|Item 1B. | Unresolved Staff Comments








|        |           
|------- | ----------
|Item 2. | Properties







13



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|        |                  
|------- | -----------------
|Item 3. | Legal Proceedings





Fraudulent Data Access


10-K




14



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15



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1-05-CV-1604.


10-K.






16



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|        |                                                    
|------- | ---------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security Holders








|        |                                     
|------- | ------------------------------------
|Item X. | Executive Officers of the Registrant



|                                                                                  |  |     |    |           |               |  |      | 
|--------------------------------------------------------------------------------- |  | --- | -- | --------- | ------------- |  | ---- | 
|                                                                                  |  |     |    | Executive |              
|Name and Position                                                                 |  | Age |    |           | Officer Since | 
|                                                                                  |  |     |    |           |               | 
|Derek V. Smith, Chairman and Chief Executive Officer                              |  |     | 51 |           |               |  | 1997 | 
|Douglas C. Curling, President and Chief Operating Officer                         |  |     | 51 |           |               |  | 1997 | 
|David T. Lee, Executive Vice President and Chief Business Officer                 |  |     | 46 |           |               |  | 1997 | 
|Steven W. Surbaugh, Executive Vice President and Chief
    Administrative Officer |  |     | 56 |           |               |  | 2002 | 
|David E. Trine, Chief Financial Officer                                           |  |     | 45 |           |               |  | 2000 | 
|Carol A. DiBattiste, Chief Credentialing, Compliance and Privacy
    Officer      |  |     | 54 |           |               |  | 2005 | 
|Jeffrey J. Glazer, Senior Vice President                                          |  |     | 57 |           |               |  | 2005 | 
|J. Michael de Janes, General Counsel                                              |  |     | 48 |           |               |  | 1997 | 
|David W. Davis, Corporate Secretary  Vice President,
    Government Affairs      |  |     | 53 |           |               |  | 2003 | 
|John M. Mongelli, Corporate Treasurer  Vice
    President, Investor Relations    |  |     | 42 |           |               |  | 2005 | 

Derek V. Smith,


Douglas C. Curling,


17



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David T. Lee,


Steven W. Surbaugh, partner-in


David E. Trine,


Carol A. DiBattiste,


Jeffrey J. Glazer,


J. Michael de Janes,


David W. Davis,


John M. Mongelli,







PART II







|        |                                                                                                                         
|------- | ------------------------------------------------------------------------------------------------------------------------
|Item 5. | Market for the Registrants Common Equity, Related
    Stockholder Matters and Issuer Purchases of Equity
    Securities

10-K




18



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|                                     |  |              |       |  |                |                 |                     |                    |                      |            |                     |  |  |   |         | 
|------------------------------------ |  | ------------ | ----- |  | -------------- | --------------- | ------------------- | ------------------ | -------------------- | ---------- | ------------------- |  |  | - | ------- | 
|                                     |  |              |       |  |                |                 |                     | Approximate dollar |                     
|                                     |  |              |       |  |                | Total number of |                     |                    | value of shares that |           
|                                     |  | Total number |       |  |                |                 | shares purchased as |                    |                      | may yet be |                    
|                                     |  | of shares    |       |  | Average price  |                 |                     | part of publicly   |                      |            | purchased under the | 
|Period                               |  | purchased    |       |  | paid per share |                 |                     | announced program  |                      |            | program             | 
|                                     |  |              |       |  |                |                 |                     |                    |                      |            |                     | 
|October 1 through October 31, 2005   |  |              |      |  |                |                 |                    |                    |                      |            |                    |  |  |   |        | 
|November 1 through November 30, 2005 |  |              | 863   |  |                | $               | 42.51               |                    |                      |            | 863                 |  |  | $ | 296,700 | 
|December 1 through December 31, 2005 |  |              | 1,106 |  |                | $               | 42.72               |                    |                      |            | 1,106               |  |  | $ | 249,408 | 
|                                     |  |              |       |  |                |                 |                     |                    |                      |            |                     | 
|Total fourth quarter                 |  |              | 1,969 |  |                | $               | 42.63               |                    |                      |            | 1,969               |  |  | $ | 249,408 | 
|                                     |  |              |       |  |                |                 |                     |                    |                      |            |                     | 






|        |                        
|------- | -----------------------
|Item 6. | Selected Financial Data

10-K,







|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis of Financial
    Condition and Results of Operations

10-K,







|         |                                                               
|-------- | --------------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosures About Market
    Risk

Interest Rate Risk


10-K






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10-K.




Foreign Currency Exchange Rate Risk













|        |                                            
|------- | -------------------------------------------
|Item 8. | Financial Statements and Supplementary Data

10-K,







|        |                                                                                         
|------- | ----------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure








|         |                        
|-------- | -----------------------
|Item 9A. | Controls and Procedures

10-K.


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S-K 10-K.


S-K 10-K.









|         |                  
|-------- | -----------------
|Item 9B. | Other Information






PART III







|         |                                                   
|-------- | --------------------------------------------------
|Item 10. | Directors and Executive Officers of the Registrant

10-K. 8-K







|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

Change-in


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|         |                                                                                                   
|-------- | --------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial Owners and
    Management and Related Stockholder Matters








|         |                                               
|-------- | ----------------------------------------------
|Item 13. | Certain Relationships and Related Transactions








|         |                                       
|-------- | --------------------------------------
|Item 14. | Principal Accounting Fees and Services






PART IV







|         |                                        
|-------- | ---------------------------------------
|Item 15. | Exhibits, Financial Statement Schedules

Index to exhibits, financial statements and
schedules.


10-K








S-K:


10-K:


|        |    |    |  |             |  |                                                                                                                                                                                                                                                                
|------- | -- | -- |  | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |    |  |            
|Number  |    |    |  | Description
|        |    |    |  |            
|        | 3  | .1 |  |            |  | Articles of Incorporation of the Company, as amended
    (incorporated by reference to Exhibit 3.1 of the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended September 30, 2002)                                                            
|        | 3  | .2 |  |            |  | Bylaws of the Company, as amended (incorporated by reference to
    Exhibit 3.1 of the Companys Current Report on
    Form 8-K filed May 4, 2005)                                                                                                             
|        | 4  | .1 |  |            |  | Amendment No. 4 to the Rights Agreement between ChoicePoint
    Inc. and SunTrust Bank, Atlanta as dated January 31, 2006
    (incorporated by reference to Exhibit 4.1 of the
    Companys Form 8-K, filed January 31, 2006)                                 
|        | 4  | .2 |  |            |  | Form of Common Stock certificate (incorporated by reference to
    Exhibit 4.1 of the Companys Registration Statement on
    Form S-1, as amended, File No. 333-30297)                                                                                        
|        | 10 | .1 |  |            |  | Form of Employment and Compensation Agreement between the
    Company and Derek V. Smith dated as of April 25, 2002
    (incorporated by reference to Exhibit 10.2 of the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2002)*

22



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|        |    |     |  |             |  |                                                                                                                                                                                                                                                                                                  
|------- | -- | --- |  | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |  |            
|Number  |    |     |  | Description
|        |    |     |  |            
|        | 10 | .2  |  |            |  | Amendment No. 1 to the Form of Employment and Compensation
    Agreement between the Company and Derek V. Smith dated as of
    February 4, 2003 (incorporated by reference to
    Exhibit 10.7 to the Companys Annual Report on
    Form 10-K for the fiscal year ended December 31, 2002)*    
|        | 10 | .3  |  |            |  | Amendment No. 2 to the Form of Employment and Compensation
    Agreement between the Company and Derek V. Smith dated as of
    July 23, 2003 (incorporated by reference to
    Exhibit 10.1 of the Companys Quarterly Report on
    Form 10-Q for the quarter ended September 30, 2003)*       
|        | 10 | .4  |  |            |  | Form of Employment and Compensation Agreement between the
    Company Douglas C. Curling dated as of April 25, 2002
    (incorporated by reference to Exhibit 10.3 of the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2002)*                                  
|        | 10 | .5  |  |            |  | Amendment No. 1 to the Form of Employment and Compensation
    Agreement between the Company and Douglas C. Curling dated as of
    February 4, 2003 (incorporated by reference to
    Exhibit 10.8 to the Companys Annual Report on
    Form 10-K for the fiscal year ended December 31, 2002)*
|        | 10 | .6  |  |            |  | Amendment No. 2 to the Form of Employment and Compensation
    Agreement between the Company and Douglas C. Curling dated as of
    July 23, 2003 (incorporated by reference to
    Exhibit 10.2 of the Companys Quarterly Report on
    Form 10-Q for the quarter ended September 30, 2003)*   
|        | 10 | .7  |  |            |  | Form of Employment and Compensation Agreement between the
    Company and David T. Lee dated as of April 25, 2002
    (incorporated by reference to Exhibit 10.5 of the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2002)*                                    
|        | 10 | .8  |  |            |  | Form of Employment and Compensation Agreement between the
    Company and J. Michael de Janes dated as of April 25, 2002
    (incorporated by reference to Exhibit 10.6 of the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2002)*                             
|        | 10 | .9  |  |            |  | Form of Employment and Compensation Agreement between the
    Company and Steven W. Surbaugh dated as of April 25, 2002
    (incorporated by reference to Exhibit 10.4 of the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2002)*                              
|        | 10 | .10 |  |            |  | ChoicePoint Inc. 1997 Omnibus Stock Incentive Plan (incorporated
    by reference to Exhibit 10.11 of the Companys Annual
    Report on Form 10-K for the fiscal year ended
    December 31, 2003)*                                                                                             
|        | 10 | .11 |  |            |  | ChoicePoint Inc. 2003 Omnibus Incentive Plan (incorporated by
    reference to the Companys Proxy Statement filed
    March 21, 2003)*                                                                                                                                                          
|        | 10 | .12 |  |            |  | First Amendment to the ChoicePoint Inc. 2003 Omnibus Incentive
    Plan (incorporated by reference to exhibit 10.13 of the
    Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2003)*                                                                            
|        | 10 | .13 |  |            |  | Addendum to the ChoicePoint Inc. 2003 Omnibus Incentive Plan*
    (incorporated by reference to exhibit 10.14 of the
    Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2004)*                                                                                  
|        | 10 | .14 |  |            |  | Third Amendment to the ChoicePoint Inc. 2003 Omnibus Incentive
    Plan* (incorporated by reference to Appendix A of the
    Companys Proxy Statement filed March 23, 2005)*                                                                                                                    
|        | 10 | .15 |  |            |  | DBT Online, Inc. Amended and Restated Stock Option Plan
    (incorporated by reference to Exhibit 10.5 of the
    Companys Annual Report on Form 10-K, for the fiscal
    year ended December 31, 2000)*                                                                                        
|        | 10 | .16 |  |            |  | Amendment 2000-1 to the DBT Online, Inc. Amended and Restated
    Stock Option Plan (incorporated by reference to Exhibit 4.2
    of the Companys Registration Statement on Form S-8,
    File No. 333-37498)*                                                                                  
|        | 10 | .17 |  |            |  | ChoicePoint Inc. Amended and Restated Deferred Compensation Plan
    (incorporated by Reference to Appendix A to the
    Companys Proxy Statement filed March 19, 2004)*                                                                                                                        
|        | 10 | .18 |  |            |  | ChoicePoint Inc. Deferred Compensation Plan No. 2
    (incorporated by reference to Exhibit 10.16 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2002)*                                                                                              

23



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##### Table of Contents



|        |    |     |  |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | -- | --- |  | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |  |            
|Number  |    |     |  | Description
|        |    |     |  |            
|        | 10 | .19 |  |            |  | Employee Benefits Agreement, dated as of July 31, 1997,
    Between Equifax Inc. and ChoicePoint Inc. (incorporated by
    reference to Exhibit 10.23 to the Companys Annual
    Report on Form 10-K for the fiscal year ended
    December 31, 2003)*                                                                                                                                                                                                                                                                                                                
|        | 10 | .20 |  |            |  | Revolving Credit Agreement dated as of December 29, 2004
    among ChoicePoint Inc., the Lenders listed therein, Wachovia
    Bank, National Association, as Administrative Agent, SunTrust
    Bank, as Syndication Agent, BNP Paribas, as Documentation Agent,
    Wachovia Capital Markets, LLC and SunTrust Capital Markets,
    Inc., as Co-Lead Arrangers and Wachovia Capital Markets, LLC, as
    Sole Book Runner (incorporated by reference to
    exhibit 10.20 of the Companys Annual Report on
    Form 10-K for the fiscal year ended December 31, 2004)
|        | 10 | .21 |  |            |  | First Amendment to the Revolving Credit Agreement and other
    Credit Documents, dated as of February 18, 2005, among
    ChoicePoint Services Inc., ChoicePoint Inc., the financial
    institutions from time to time party to the Initial Credit
    Agreement, (the Lenders) and, Wachovia Bank,
    National Association as Administrative Agent (incorporated by
    reference to exhibit 10.21 of the Companys Annual
    Report on Form 10-K for the fiscal year ended
    December 31, 2004)                                                              
|        | 10 | .22 |  |            |  | Master Agreement, dated as of July 31, 1997, among
    ChoicePoint Inc., SunTrust Banks, Inc. and SunTrust Bank,
    Atlanta, as Agent (incorporated by reference to
    Exhibit 10.26 to the Companys Annual Report on
    Form 10-K for the fiscal year ended December 31, 2003)                                                                                                                                                                                                                                                                                    
|        | 10 | .23 |  |            |  | First Amendment to the Master Agreement, dated as of
    September 30, 1998, among ChoicePoint Inc., as Lessee,
    SunTrust Banks, Inc., as Lessor, and SunTrust Bank, Atlanta, as
    Agent (incorporated by reference to exhibit 10.23 of the
    Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2004)                                                                                                                                                                                                                             
|        | 10 | .24 |  |            |  | Second Amendment to the Master Agreement, dated as of
    December 30, 1999, among ChoicePoint Inc., as Lessee,
    SunTrust Banks, Inc., as Lessor, and SunTrust Bank, Atlanta, as
    Agent (incorporated by reference to exhibit 10.24 of the
    Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2004)                                                                                                                                                                                                                             
|        | 10 | .25 |  |            |  | Third Amendment to the Master Agreement, dated as of
    December 20, 2002, among ChoicePoint Inc., as Lessee,
    SunTrust Banks, Inc., as Lessor, and SunTrust Bank, as Agent
    (incorporated by reference to Exhibit 10.24 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2002)                                                                                                                                                                                                                                       
|        | 10 | .26 |  |            |  | Fourth Amendment to the Master Agreement, dated as of
    February 16, 2005, among ChoicePoint Inc., as Lessee and
    Guarantor, SunTrust Banks, Inc. as Lessor and SunTrust Bank as
    Agent (incorporated by reference to exhibit 10.26 of the
    Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2004)                                                                                                                                                                                                                           
|        | 10 | .27 |  |            |  | Lease agreement, dated as of July 31, 1997, between
    ChoicePoint Inc. and SunTrust Banks, Inc. (incorporated by
    reference to Exhibit 10.30 to the Companys Annual
    Report on Form 10-K for the fiscal year ended
    December 31, 2003)                                                                                                                                                                                                                                                                                                                     
|        | 10 | .28 |  |            |  | Georgia Lease Supplement, dated as of July 31, 1997,
    between ChoicePoint Inc. and SunTrust Banks, Inc., as Agent
    (incorporated by reference to Exhibit 10.31 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2003)                                                                                                                                                                                                                                                                                                  
|        | 10 | .29 |  |            |  | First Amendment to the Georgia Lease Supplement, dated
    September 30, 1998, between ChoicePoint Inc. and SunTrust
    Banks, Inc. (incorporated by reference to exhibit 10.29 of
    the Companys Annual Report on Form 10-K for the
    fiscal year ended December 31, 2004)                                                                                                                                                                                                                                                                                      
|        | 10 | .30 |  |            |  | Second Amendment to the Georgia Lease Supplement, dated
    December 30, 1999, between ChoicePoint Inc. and SunTrust
    Banks, Inc. (incorporated by reference to exhibit 10.30 of
    the Companys Annual Report on Form 10-K for the
    fiscal year ended December 31, 2004)                                                                                                                                                                                                                                                                                      
|        | 10 | .31 |  |            |  | Operative Guaranty, dated as of July 31, 1997, by
    ChoicePoint Inc. as Guarantor (incorporated by reference to
    Exhibit 10.34 to the Companys Annual Report on
    Form 10-K for the fiscal year ended December 31, 2003)                                                                                                                                                                                                                                                                                                                                       
|        | 10 | .32 |  |            |  | Construction Agency Agreement, dated as of July 31, 1997,
    between SunTrust Banks, Inc. and ChoicePoint Inc. (incorporated
    by reference to Exhibit 10.35 to the Companys Annual
    Report on Form 10-K for the fiscal year ended
    December 31, 2003)                                                                                                                                                                                                                                                                                                       

24



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##### Table of Contents



|        |    |     |  |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | -- | --- |  | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |  |            
|Number  |    |     |  | Description
|        |    |     |  |            
|        | 10 | .33 |  |            |  | Amended and Restated Master Agreement, dated as of June 26,
    2003, among ChoicePoint Inc. as Guarantor, ChoicePoint Inc. and
    certain subsidiaries of ChoicePoint Inc. that may hereafter
    become party hereto, as Lenders and SunTrust Bank, as Agent
    (incorporated by reference to Exhibit 10.3 to the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2003)                                                            
|        | 10 | .34 |  |            |  | First Amendment to Amended and Restated Master Agreement, dated
    as of February 16, 2005, among ChoicePoint Inc. as Lessee
    and Guarantor, SunTrust Equity Funding, LLC, as Lessor, SunTrust
    Bank, as Agent, and SunTrust Bank, Fleet National Bank and BNP
    Paribas, as Lenders (incorporated by reference to
    Exhibit 10.34 to the Companys Annual Report on
    Form 10-K for the fiscal year ended December 31, 2004)                            
|        | 10 | .35 |  |            |  | Amended and Restated Master Lease Agreement, dated as of
    June 26, 2003, between SunTrust Equity Funding, LLC, as
    Lessor, and ChoicePoint Inc. and certain subsidiaries of
    ChoicePoint Inc., as Lessees (incorporated by reference to
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q for the quarter ended June 30, 2003)                                                                                                             
|        | 10 | .36 |  |            |  | Amended and Restated Guaranty Agreement from ChoicePoint Inc.
    dated as of June 26, 2003 (incorporated by reference to
    Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q for the quarter ended June 30, 2003)                                                                                                                                                                                                                                    
|        | 10 | .37 |  |            |  | Amended and Restated Loan Agreement, dated as of June 26,
    2003, among SunTrust Equity Funding, LLC, as Lessor and
    Borrower, the financial institutions party thereto, as Lenders
    and SunTrust Bank, as Agent (incorporated by reference as
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q for the quarter ended June 30, 2003)                                                                                                       
|        | 10 | .38 |  |            |  | Construction Agency Agreement, dated as of August 29, 2001,
    Among Atlantic Financial Group, Ltd. and ChoicePoint Inc., as
    Construction Agent (incorporated by reference to
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q for the quarter ended September 30, 2001)                                                                                                                                                                      
|        | 10 | .39 |  |            |  | Georgia Lease Supplement and Short Form, dated as of
    August 29, 2001, between Atlantic Financial Group, Ltd., a
    Texas Limited Partnership doing business in Georgia as Atlantic
    Financial Group, Ltd. (L.P.)(Texas), as Lessor, and ChoicePoint
    Inc., a Georgia corporation, as Lessee (incorporated by
    reference to Exhibit 10.36 to the Companys Annual
    Report on Form 10-K for the fiscal year ended
    December 31, 2002)               
|        | 10 | .40 |  |            |  | Supplement to Georgia Lease Supplement and Short Form, dated as
    of August 29, 2001, between Atlantic Financial Group, Ltd.,
    a Texas limited partnership doing business in Georgia as
    Atlantic Financial Group, Ltd. (L.P.) (Texas), as Lessor, and
    ChoicePoint Inc., a Georgia corporation, as Lessee (incorporated
    by reference to Exhibit 10.37 to the Companys Annual
    Report on Form 10-K for the fiscal year ended
    December 31, 2002)
|        | 10 | .41 |  |            |  | Partial Lease Termination Agreement, dated as of August 29,
    2001, by and between SunTrust Banks, Inc., as Lessor, and
    ChoicePoint Inc., as Lessee (incorporated by reference to
    Exhibit 10.38 to the Companys Annual Report on
    Form 10-K for the fiscal year ended December 31, 2002)                                                                                                                                                                
|        | 10 | .42 |  |            |  | Loan Agreement, dated as of July 2, 2001, among ChoicePoint
    Financial Inc., as Borrower, ChoicePoint Inc., as Initial
    Servicer, Three Pillars Funding Corporation, as Lender, and
    SunTrust Equitable Securities Corporation, as Administrator
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2001)                                                                  
|        | 10 | .43 |  |            |  | Amendment #1 to Loan Agreement, dated July 1, 2002
    among ChoicePoint Financial Inc., as Borrower, ChoicePoint Inc.,
    as Servicer, Three Pillars Funding Corporation, as Lender, and
    SunTrust Capital Markets, Inc., as Administrator (incorporated
    by reference to Exhibit 10.40 to the Companys Annual
    Report on Form 10-K for the fiscal year ended
    December 31, 2002)                                                                      
|        | 10 | .44 |  |            |  | Amendment #2 to Loan Agreement, dated December 31,
    2002 among ChoicePoint Financial Inc., as Borrower, ChoicePoint
    Inc., as Servicer, Three Pillars Funding Corporation, as Lender,
    and SunTrust Capital Markets, Inc., as Administrator
    (incorporated by reference to Exhibit 10.41 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended December 31, 2002)                                                                 
|        | 10 | .45 |  |            |  | Amendment #3 to Loan Agreement dated as of June 30,
    2003 (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2003)                                                                                                                                                                                                                                                                   

25



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##### Table of Contents



|        |    |     |  |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------- | -- | --- |  | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |  |            
|Number  |    |     |  | Description
|        |    |     |  |            
|        | 10 | .46 |  |            |  | Amendment #4 to Loan Agreement dated as of June 28,
    2004 (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2004)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 10 | .47 |  |            |  | Receivables Sale and Contribution Agreement, dated as of
    July 2, 2001, among ChoicePoint Services Inc., PRC
    Corporation, ChoicePoint Business and Government Services Inc.,
    ChoicePoint Direct Inc., Statewide Data Services, Inc.,
    I.R.S.C., Inc., ChoicePoint Public Records Inc., Patlex
    Corporation, National Safety Alliance, Incorporation, BTi
    Employee Screening Services, Inc. and each other Subsidiary of
    ChoicePoint Inc. that hereafter becomes a Party hereto, as
    Originators, and ChoicePoint Capital Inc., as Buyer
    (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2001)
|        | 10 | .48 |  |            |  | Receivables Sale Agreement, dated as of July 2, 2001, among
    ChoicePoint Capital Inc., as Seller, and ChoicePoint Financial
    Inc., as Purchaser (incorporated by reference to
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q for the quarter ended June 30, 2001)                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 10 | .49 |  |            |  | Amendment No. 1 to Receivables Sale and Contribution
    Agreement, dated as of January 31, 2003 (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on Form 10-Q for the quarter ended March 31,
    2003)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 10 | .50 |  |            |  | Form of Incentive Compensation Plan (incorporated by reference
    to Exhibit 10.1 to the Companys Current Report on
    Form 8-K, filed February 23, 2006)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 10 | .51 |  |            |  | Employment Agreement between the Company and Carol A. DiBattiste
    dated as of April 25, 2005 (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K, filed April 6, 2005)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 10 | .52 |  |            |  | Amendment No. 5 to Loan Agreement dated as of June 27,
    2005 (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2005)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 10 | .53 |  |            |  | Forms of Stock Option Agreements under the 2003 Omnibus
    Incentive Plan (incorporated by reference to Exhibit 10.3
    to the Companys Quarterly Report on Form 10-Q for the
    quarter ended June 30, 2005)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 10 | .54 |  |            |  | Forms of Restricted Stock Grant Agreements under the 2003
    Omnibus Incentive Plan (incorporated by reference to
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q for the quarter ended June 30, 2005)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 10 | .55 |  |            |  | Form of Share Equivalent Unit Agreement for Non-Employee
    Directors under the 2003 Omnibus Incentive Plan (incorporated by
    reference to Exhibit 10.5 to the Companys Quarterly
    Report on Form 10-Q for the quarter ended June 30,
    2005)*                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 10 | .56 |  |            |  | Form of Deferred Shares Agreement for Employees and Officers
    under the 2003 Omnibus Incentive Plan (incorporated by reference
    to Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q for the quarter ended June 30, 2005)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 13 |     |  |            |  | The inside front cover, pages 27  70 and the
    inside back cover of the Companys 2005 Annual Report to
    Shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 21 |     |  |            |  | Subsidiaries of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 23 |     |  |            |  | Consent of Deloitte & Touche LLP, Independent
    Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 31 | .1  |  |            |  | Certification of Derek V. Smith, Chief Executive Officer,
    pursuant to Rule 13(a)-14(a) or 15d-14(a), as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 31 | .2  |  |            |  | Certification of David E. Trine, Chief Financial Officer,
    pursuant to Rule 13(a)-14(a) or 15d-14(a), as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 32 | .1  |  |            |  | Certification of Derek V. Smith, Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

26



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##### Table of Contents



|        |    |    |  |             |  |                                                                                                                                                                           
|------- | -- | -- |  | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |    |  |            
|Number  |    |    |  | Description
|        |    |    |  |            
|        | 32 | .2 |  |            |  | Certification of David E. Trine, Chief Financial Officer,
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|        | 99 | .1 |  |            |  | Report of Independent Registered Public Accounting Firm on
    Financial Statement Schedule                                                                               






|  |                                                                                              
|- | ---------------------------------------------------------------------------------------------
|* | Management contract, compensatory plan or arrangement required
    to be filed as an exhibit.

10-K


27



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##### Table of Contents






SIGNATURES






| |                 
| | ----------------
| | CHOICEPOINT INC.



| |     |                   
| | --- | ------------------
| | By: | /s/ Derek V. Smith

| |                                     
| | ------------------------------------
| |                                     
| | Derek V. Smith                      
| | Chairman and Chief Executive Officer



|                                         |  |                                                   |  |                |  | 
|---------------------------------------- |  | ------------------------------------------------- |  | -------------- |  | 
|Signature                                |  | Title                                             |  | Date          
|                                         |  |                                                   |  |               
|                                        
|/s/ Derek V. SmithDerek V. Smith         |  | Chairman and Chief Executive Officer and Director |  | March 13, 2006
|                                        
|/s/ David E. TrineDavid E. Trine         |  | Chief Financial Officer                           |  | March 13, 2006
|                                        
|/s/ Douglas C. CurlingDouglas C. Curling |  | President, Chief Operating Officer and Director   |  | March 3, 2006 
|                                        
|/s/ James M. DennyJames M. Denny         |  | Director                                          |  | March 10, 2006
|                                        
|/s/ Dr. John J. HamreDr. John J. Hamre   |  | Director                                          |  | March 10, 2006
|                                        
|/s/ Kenneth G. LangoneKenneth G. Langone |  | Director                                          |  | March 13, 2006
|                                        
|/s/ John B. McCoyJohn B. McCoy           |  | Director                                          |  | March 13, 2006
|                                        
|/s/ Terrence MurrayTerrence Murray       |  | Director                                          |  | March 13, 2006
|                                        
|/s/ Ray M. RobinsonRay M. Robinson       |  | Director                                          |  | March 10, 2006
|                                        
|/s/ Charles I. StoryCharles I. Story     |  | Director                                          |  | March 13, 2006
|                                        
|/s/ M. Anne SzostakM. Anne Szostak       |  | Director                                          |  | March 13, 2006

28



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##### Table of Contents



SCHEDULE II  VALUATION AND QUALIFYING
ACCOUNTS


For the Years Ended December 31, 2005, 2004 and 2003


|                                          |  |                |       |  |            |   |       |          |  |   |            |     |            |        |        |   |  |   |       | 
|----------------------------------------- |  | -------------- | ----- |  | ---------- | - | ----- | -------- |  | - | ---------- | --- | ---------- | ------ | ------ | - |  | - | ----- | 
|                                          |  | Balance at     |       |  | Charged to |   |       | Charged  |  |   |            |     | Balance at |       
|                                          |  | Beginning of   |       |  | Costs &    |   |       | to Other |  |   |            |     | End of     |       
|Description                               |  | Period         |       |  | Expenses   |   |       | Accounts |  |   | Deductions |     |            | Period |       
|                                          |  |                |       |  |            |   |       |          |  |   |            |     |            |        |       
|                                          |  | (In thousands) |      
|Year ended December 31, 2005              |  |                |       |  |            |   |       |          |  |   |            |     |            |        |        |   |  |   |       | 
|Allowance for Doubtful Accounts           |  | $              | 5,128 |  |            | $ | 2,681 |          |  | $ |           |     |            | $      | (2,060 | ) |  | $ | 5,749 | 
|Restructuring Reserves                    |  |                | 4,499 |  |            |   |      |          |  |   |           |     |            |        | (3,661 | ) |  |   | 838   | 
|Valuation Allowance on Deferred Tax Asset |  |                |      |  |            |   | 8,147 |          |  |   |           |     |            |        |       |   |  |   | 8,147 | 
|Year ended December 31, 2004              |  |                |       |  |            |   |       |          |  |   |            |     |            |        |        |   |  |   |       | 
|Allowance for Doubtful Accounts           |  | $              | 5,450 |  |            | $ | 2,589 |          |  | $ |           |     |            | $      | (2,911 | ) |  | $ | 5,128 | 
|Restructuring Reserves                    |  |                | 8,489 |  |            |   | 138   |          |  |   | 1,826      | (1) |            |        | (5,954 | ) |  |   | 4,499 | 
|Year ended December 31, 2003              |  |                |       |  |            |   |       |          |  |   |            |     |            |        |        |   |  |   |       | 
|Allowance for Doubtful Accounts           |  | $              | 4,978 |  |            | $ | 1,656 |          |  | $ |           |     |            | $      | (1,184 | ) |  | $ | 5,450 | 
|Restructuring Reserves                    |  |                | 4,817 |  |            |   | 9,592 |          |  |   | 2,325      | (1) |            |        | (8,245 | ) |  |   | 8,489 | 






|    |                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|(1) | Represents allowances established in connection with
    acquisitions net of amounts charged to goodwill.

29