EXHIBIT
10.13


 


EQUIFAX

2005 EXECUTIVE DEFERRED COMPENSATION PLAN

(Effective As Of January 1, 2005, Except Where Otherwise Noted)


 


Effective as of January 1, 2003, Equifax Inc. (the “Company”)
established the Equifax Executive Deferred Compensation Plan (“Prior Plan”) for
the benefit of eligible management and highly compensated employees of the
Company and its Subsidiaries.  The Plan
was designed to assist and encourage eligible employees to accumulate capital
and to supplement their retirement income.


 


Because the laws applicable to nonqualified deferred compensation plans
were significantly changed effective January 1, 2005, the Company has
decided to adopt a new deferred compensation plan, the Equifax 2005 Executive
Deferred Compensation Plan (the “Plan”) for deferrals by eligible employees
occurring on or after January 1, 2005. 
The vested amounts credited to participants as of December 31, 2004
under the Prior Plan (and any earnings on such amounts) will remain credited
under the Prior Plan and subject to the terms and conditions of the Prior Plan.


 


ARTICLE I


 


Definitions


 


1.1                     Account shall mean the records
maintained by the Administrator to determine the Participant’s deferrals under
this Plan.  Such Account may be reflected
as an entry in the Company’s (or Employer’s) records, or as a separate account
under a trust, or as a combination of both. 
The Administrator may establish such subaccounts as it deems necessary
for the proper administration of the Plan.


 


1.2                     Administrator shall mean the person or persons
appointed by the Board of Directors of the Company (or its designee) to
administer the Plan pursuant to Article 10 of the Plan.


 


1.3                     Base Salary shall mean the Participant’s
base annual salary excluding commissions, incentive and discretionary bonuses
and other non-regular forms of compensation, before reductions for
contributions to or deferrals under any pension, deferred compensation, welfare
benefit or other benefit plans sponsored by the Company.


 


1.4                     Beneficiary shall mean the person(s) or
entity designated as such in accordance with Article 9 of the Plan.


 


1.5                     Bonus shall mean amounts paid to the
Participant by the Employer annually in the form of a discretionary or
incentive compensation or any other bonus designated by the Administrator to be
covered by the Plan before reductions for contributions to or deferrals under
any pension, deferred compensation, welfare benefit, or other benefit plans
sponsored by the Company.


 


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1.6                     Change in Control shall mean any of the following
events:


 


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 subparagraph (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 (iv) by any Person pursuant to a Business Combination that
complies with all of the provisions of clauses (i), (ii) and (iii) of
subparagraph (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 (66-2/3%) 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 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 execution of the initial agreement or of the action of the
Board providing for that Business Combination; or


 


c.                           Sale
of Assets.  Consummation of 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 subparagraph (b).


 


e.                           Definitions.  For purposes of this paragraph defining
Change in Control, the following definitions shall apply:


 


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


 


(ii) Business
Combination shall
mean a reorganization, merger or consolidation of the Company.


 


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


 


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


 


(v) Incumbent
Board shall
mean 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 December 1,
2007 or (b) members who become members of the Company’s Board of Directors
subsequent to December 1, 2007 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
shall mean any
individual, entity or group (within the meaning of Section 13(d)(3) or
14 (d) (2) of the Exchange Act).


 


(vii) Voting
Stock shall
mean the then outstanding securities of an entity entitled to vote generally m
the election of members of that entity’s Board of Directors.


 


1.7                                 Code
shall mean the Internal Revenue Code of 1986, as amended.


 


1.8                                 Commissions
shall mean the Participant’s commissions payable from the Company for the
Plan Year before reductions for contributions to or deferrals under any
pension, deferred compensation, welfare benefit, or other benefit plans
sponsored by the Company.


 


1.9                                 Company
shall mean Equifax Inc., a Georgia corporation, or its successor.


 


1.10                           Crediting
Rate shall mean the notional gains and losses credited on the Participant’s
Account balance which are based on the Participant’s choice among the
investment alternatives made available by the Administrator or such other
method established by the Administrator pursuant to Article 3 of the Plan.


 


1.11                           Disability
shall mean any cessation of the Participant’s employment with the Employer
as a result of a physical or mental condition which prevents the Participant
from performing the normal duties of his or her current employment for a period
of at least one hundred eighty (180) consecutive days.  If a Participant makes application for
disability benefits under the Social Security Act or under an Employer
sponsored long term disability plan, as then in effect and qualifies for such
benefits, he/she shall be presumed to qualify as totally and permanently disabled
under this Plan.  The Administrator shall
require that the Participant submit evidence of such qualification for
disability benefits in order to determine the existence of Disability under
this Plan and shall make its determination of Disability in a manner consistent
with the requirements of Section 409A.


 


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1.12                           Eligible
Executive shall mean an executive of an Employer selected by the
Administrator to be eligible to participate in the Plan.


 


1.13                           Employer shall mean the Company and any Subsidiary whose
employees are designated as eligible to participate in the Plan.


 


1.14                           ERISA shall
mean the Employee Retirement Income Security Act of 1974, as amended.


 


1.15                           Financial Hardship shall mean an
unexpected need for cash arising from illness, casualty loss, sudden financial
reversal, or other such unforeseeable occurrence which is not covered by
insurance and which is determined to qualify as a Financial Hardship by the
Administrator.  Cash needs arising from
foreseeable events such as the purchase of a residence or education expenses
for children shall not, alone, be considered a Financial Hardship.  The Administrator shall make its
determination of Financial Hardship in a manner consistent with the requirements
of Section 409A.


 


1.16                           Participant
shall mean an Eligible Executive who has elected to participate and has
completed a Participant Election Form pursuant to Article 2 of the
Plan.


 


1.17                           Participant
Election Form shall mean the written agreement to make a deferral
submitted by the Participant to the Administrator on a timely basis pursuant to
Article 2 of the Plan.  The
Participant Election Form may take the form of an electronic communication
followed by appropriate written confirmation according to specifications
established by the Administrator.


 


1.18                           Plan
Year shall mean the calendar year.


 


1.19                           Prior Plan shall mean the Equifax Executive Deferred
Compensation Plan, which became effective as of January 1, 2003, as it may
be amended.


 


1.20                           Qualified
Plan shall mean the Equifax Inc. 401(k) Plan, as in effect on the
effective date of this Plan and as it may be amended from time to time.


 


1.21                           Retirement
shall mean a Participant’s Termination of Employment on or after the
Retirement Eligibility Date.


 


1.22                           Retirement Eligibility Date shall mean the earlier of:


 


a.                                       the
date on which the Participant attains age sixty-five (65),


 


b.                                      the
date on which the Participant has both attained age fifty-five (55) and
completed at least five (5) Years of Vesting Service, or


 


c.                                       the
date on which the Participant has both attained age fifty (50) and the
Participant’s combined years of age and Years of Vesting Service total at least
seventy-five (75).


 


1.23                           Scheduled
Withdrawal shall mean the distribution elected by the Participant pursuant
to Article 7 of the Plan.


 


1.24                           Section 409A
shall mean Section 409A of the Code, as it may be amended from time to
time, and the regulations and rulings thereunder.


 


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1.25                           Settlement Date shall mean the date on
which a lump sum payment shall be made or the date on which installment
payments shall commence.  Unless
otherwise specified, the Settlement Date shall be the last day of January of
the Plan Year following the year in which the event  triggering
the payout occurs.  In the case of death,
the event triggering payout shall be deemed to occur upon the date the
Administrator is provided with the documentation reasonably necessary to
establish the fact of the Participant’s death.


 


1.26                           Subsidiary shall mean any corporation in an unbroken chain
of corporations, beginning with the Company, if each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.  The
term “Subsidiary” shall also include a partnership or limited liability company
in which the Company or a Subsidiary owns 50% or more of the profits interest
or capital interest.


 


1.27                           TALX Plan Transfer Account shall mean the amount credited to
a Participant under the TALX Corporation Nonqualified Savings and Retirement
Plan that is transferred to this Plan in accordance with Section 3.4,
which shall be managed and distributed in accordance with the provisions of
this Plan.


 


1.28                           Termination
of Employment shall mean the date of the Participant’s separation from
service with the Employer for any reason whatsoever, whether voluntary or
involuntary, including as a result of the Participant’s Retirement or death, or
to the extent provided in Article 6 of the Plan, Disability.


 


1.29                           Valuation
Date shall mean the date through which earnings are credited and shall be
the last day of the month preceding the month in which the payout or other event
triggering the Valuation occurs.


 


1.30                           Years of Vesting Service shall mean the
years of vesting service credited to the Participant under the Equifax Inc. 401(k) Plan,
as amended.


 


ARTICLE II


 


Participation


 


2.1                                 Elective Deferral.  For each Plan Year a Participant may elect to
defer (i) any whole percentage between five percent (5%) and seventy-five
percent (75%) of Base Salary and/or Commissions and/or (ii) any whole
percentage or dollar amount of Bonus, or whole percentage or dollar amount of
Bonus above a certain level (as determined by the Administrator prior to the
commencement of the Plan Year).  A
Participant may also make an irrevocable election prior to the beginning of the
Plan Year to have contributed to this Plan any deferral contributions which the
Participant has elected as of the beginning of the Plan Year to be made to the
Qualified Plan for such Plan Year which, for any reason, may not be contributed
to the Qualified Plan.  The foregoing
limits shall be interpreted and applied by the Administrator and the
Administrator may prior to commencement of the Plan Year further limit the
minimum or maximum amount deferred by any Participant or group of Participants,
or waive the foregoing limits for any Participant or group of Participants, for
any reason.


 


2.2                                 Participant Election Form.  In order to make a deferral, an Eligible
Executive must submit a Participant Election Form to the Administrator
during the enrollment period


 


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established by the Administrator prior to the
beginning of the Plan Year during which the Base Salary, Commissions and/or
Bonus is earned; provided, that the Administrator may extend the election
period (or period in which a Bonus deferral election may be changed) with
respect to the Participant’s deferral of a Bonus which qualifies as “performance-based
compensation” under Section 409A to a date that is not later than six
months prior to the end of the applicable performance period for the Bonus,
provided, further, that at the time of such election the amount of the Bonus is
not readily ascertainable.  The
Administrator may establish a special enrollment period for Eligible Executives
hired during a Plan Year to allow deferrals of Base Salary, Commissions and/or
Bonus earned during the balance of such Plan Year after such enrollment
period.  The Participant shall be
required to submit a new Participant Election Form on a timely basis in
order to change the Participant’s deferral election for a subsequent Plan
Year.  If no Participant Election Form is
filed during the prescribed enrollment period, the Participant’s election for
the prior Plan Year shall continue in force for the next Plan Year.


 


2.3                                 Election Irrevocable.  The election to defer Base Salary,
Commissions or Bonus shall be irrevocable once the enrollment period as
provided in Section 2.2 has expired, except as provided in Article 6 in the event of Disability or Section 4.5
in the case of a Financial Hardship.  If
the Participant elects to discontinue deferrals under the Plan, the Participant
shall forfeit the right to make deferrals for the balance of the Plan Year in
which such election occurs and for the entire next following Plan Year.


 


ARTICLE III


 


Accounts


 


3.1                                 Participant Accounts.  Solely for recordkeeping purposes, up to
three (3) Accounts (a Retirement Account and two Scheduled Withdrawal
Accounts) shall be maintained for each Participant and shall be credited with
the Participant’s deferrals directed by the Participant to each Account at the
time such amounts would otherwise have been paid to the Participant.  The Participant will designate for each Plan
Year which portion of the Participant’s deferrals for such Plan Year shall be
credited to the Participant’s Retirement Account and any Scheduled Withdrawal
Account the Participant has elected to establish.  Accounts shall be deemed to be credited with
notional gains or losses as provided in Section 3.2 from the date the
deferral is credited to the Account through the Valuation Date.  Amounts credited to a Participant’s Account
shall be fully vested at all times.


 


With respect to Eligible Executives who participated in the Prior Plan
prior to January 1, 2005, and who have made deferral elections under the
Prior Plan for 2005, 2006, and 2007 with respect to Base Salary, Commissions
and Bonuses which were earned and became payable on or after January 1,
2005, the Company hereby transfers all rights with respect to such deferral
elections to the Plan and the Plan hereby assumes all obligations with respect
to such deferral elections.  Such
deferral elections shall be maintained and administered in accordance with the
Plan, including the payment rules of the Plan.  The Administrator may permit changes to such
deferral elections and payment elections in accordance with Section 409A.


 


The Administrator shall provide such additional payment elections to
Participants (including Participants who are no longer active employees or
otherwise do not actively participate in the Plan) with respect to amounts
credited to the Plan pursuant to this Section 3.1 as are consistent with Section 409A,
including the transitional rules.


 


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3.2                                 Crediting
Rate.  Unless the Administrator
elects to establish a different method of determining the Crediting Rate, the
Crediting Rate on amounts in a Participant’s Account shall be based on the
Participant’s choice among the investment alternatives made available from time
to time by the Administrator.  The
Administrator shall establish a procedure by which a Participant may elect to
have the Crediting Rate based on one or more investment alternatives and by
which the Participant may change investment elections periodically.  The Administrator may permit Participants to
elect different investment alternatives for different types of accounts.  The Participant’s Account balance shall
reflect the investments selected by the Participant.  If an investment selected by a Participant
sustains a loss, the Participant’s Account shall be reduced to reflect such
loss.  The Participant’s choice among
investments shall be solely for purposes of calculation of the Crediting
Rate.  If the Participant fails to elect
an investment alternative the Crediting Rate shall be based on the investment
alternative selected for this purpose by the Administrator.  The Company shall have no obligation to set
aside or invest funds as directed by the Participant and, if the Company elects
to invest funds as directed by the Participant, the Participant shall have no
more right to such investments than any other unsecured general creditor.  During payout, the Participant’s Account
shall continue to be credited at the Crediting Rate selected by the Participant
from among the investment alternatives or rates made available by the
Administrator for such purpose. 
Installment payments shall be recalculated annually by dividing the
account balance by the number of payments remaining without regard to
anticipated earnings or in any other reasonable manner as may be determined
from time to time by the Administrator.


 


3.3                                 Statement
of Accounts.  The Administrator shall
provide each Participant with a statement at least quarterly setting forth the
Participant’s Account balance as of the end of each quarter.


 


3.4                                 TALX
Plan Transfer Accounts.  The TALX
Plan Transfer Accounts of Participants are hereby transferred to the Plan
effective as of December 31, 2007 (or as soon thereafter as practical) and
the Plan hereby assumes all obligations with respect to the amounts credited to
the TALX Plan Transfer Accounts.  The
amounts credited to the TALX Plan Transfer Accounts shall be maintained and
administered in accordance with the Plan, including the distribution rules and
the deemed investment rules.  The
Administrator may permit changes to the payment rules for amounts credited
to the TALX Plan Transfer Accounts in accordance with Articles IV and VII and Section 409A,
including the transition rules.


 


ARTICLE IV


 


Retirement
Benefits


 


4.1                                 Retirement
Benefits.  In the event of the
Participant’s Retirement, the Participant shall be entitled to receive an
amount equal to the total balance of the Participant’s Account (including any
unpaid amounts in any Scheduled Withdrawal Accounts) credited with notional
earnings as provided in Article 3 through the Valuation Date.  The benefits shall be paid in a single lump
sum unless the Participant has elected at the time of deferral (or in
accordance with the transition rules of Section 409A) to have the
benefit paid in substantially level annual installments over a specified period
of not more than fifteen (15) years. 
Payments shall begin on the Settlement Date following Retirement.  A Participant may, not less than twelve (12)
months prior to Retirement, elect to change the method of payment of the
Participant’s Account at Retirement, provided that (i) only one such
change is permitted and after such election change, the election is
irrevocable; (ii) the payment date for the Participant’s Account will be
deferred for


 


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5 years after Retirement, and (iii) the
election shall not become effective for 12 months.  The change of election shall be made through
a method established by the Plan Administrator.


 


4.2                                 Termination Benefit.  Upon Termination of Employment other than by
reason of Retirement, Disability or death, the Company shall pay to the
Participant a termination benefit equal to the balance on Termination of
Employment of the Participant’s deferral Account credited with notional
earnings as provided in Article 3 through the Valuation Date.  The termination benefits shall be paid in a
single lump sum on the Settlement Date following Termination of Employment.


 


4.3                                 Small Benefit Exception.  Notwithstanding the provisions of Section 4.1,
in the event the amount of the Participant’s Account upon Retirement is less
than or equal to fifty thousand dollars ($50,000), the Company shall pay such
benefits in a single lump sum payable on the last day of the month in which
such benefits first become payable.


 


4.4                                 Special Rule for Specified
Employees.  Notwithstanding any other provision of this
Plan, if the Participant is or could likely be considered a Specified Employee
(as determined by the Administrator or its designee in accordance with
procedures established by the Administrator that are consistent with Section 409A),
distributions to such Participant may not be made before the date which is 6
months after the date of the Participant’s Termination of Employment (or, if
earlier, the date of death of the Participant), and any distribution that would
otherwise be payable before the 6-month anniversary shall be delayed and shall
be paid within 30 days following such 6-month anniversary.


 


4.5                                 Financial Hardship Distribution.  Upon a finding by the Administrator that the
Participant (or, after the Participant’s death, a Beneficiary) has suffered a
Financial Hardship, the Administrator may authorize a distributions of benefits
under the Plan in the amount reasonably necessary to alleviate such Financial
Hardship.  Such distribution shall not
exceed the dollar amount necessary to satisfy the Financial Hardship plus
amounts necessary to pay taxes reasonably anticipated as a result of the
distribution, after taking into account the extent to which the Financial
Hardship is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant’s assets (to the
extent the liquidation of such assets would not itself cause Financial
Hardship).  In the event of a
distribution from the Plan based on Financial Hardship, a Participant’s
deferrals shall cease and the Participant shall not be allowed to make a new
deferral election until the enrollment period next following one full calendar
year from the date of such distribution.


 


4.6                                 Consequences of a Change in Control.  Upon the occurrence of a Change in Control,
each Participant’s Account shall remain subject to the Plan’s payment
provisions and the Participant’s elections as to the time and method of payment
(subject to the Company’s rights to amend or to terminate the Plan).


 


ARTICLE V


 


Death Benefits


 


5.1                                 Survivor Benefit Before Benefits
Commence.  If the Participant dies prior to commencement
of benefits under Article 4, the Company shall pay to the Participant’s
Beneficiary a death benefit equal to the total balance on death of the
Participant’s Account credited with notional earnings as provided in Article 3
through the Valuation Date.  The death


 


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benefit shall be paid in the same form
elected by the Participant for Retirement benefits under Article 4.1
(except for Financial Hardship) beginning on the Settlement Date following the
date the Participant’s death is established by reasonable documentation.


 


5.2                                 Survivor Benefit After Benefits
Commence.  If the Participant dies after benefits have
commenced under Article 4, the Company shall pay to the Participant’s
Beneficiary an amount equal to the remaining benefits payable to the
Participant under the Plan over the same period such benefits would have been
paid to the Participant (except for Financial Hardship).


 


5.3                                 Small Benefit Exception.  Notwithstanding the foregoing, in the event
the sum of all benefits payable to a Beneficiary is less than or equal to fifty
thousand dollars ($50,000), the Company shall pay such benefits in a single
lump sum payable on the last day of the month in which such benefits first
become payable.


 


ARTICLE VI


 


Disability
Benefits


 


6.1                                 Disability.  In the event of Disability, the Participant’s
deferral elections for such Plan Year shall cease to be effective and for
purposes of calculation and payment of benefits under the Plan, Disability
shall be treated as a Retirement entitling the Participant to receive the
benefits provided under Article 4.1 of the Plan.


 


ARTICLE VII


 


Scheduled
Withdrawal


 


7.1                                 Election.  The Participant may make an election on the
Participant Election Form at the time of making a deferral to establish a
Scheduled Withdrawal Account.  The
Participant may elect to receive a Scheduled Withdrawal in any Plan Year on or
after the third Plan Year following the enrollment period in which such
Scheduled Withdrawal Account is first established and may elect to have the
Scheduled Withdrawal distributed in a single lump sum or in annual installments
over a period of up to five (5) years. 
The Participant may elect to make additional deferrals into such
Scheduled Withdrawal Account on subsequent Participant Election Forms, provided
that any subsequent deferrals into such Scheduled Withdrawal Account must be
made not later than the end of the Plan Year ending at least 2 years prior to
the date the Scheduled Withdrawal is to commence.  The Participant may not elect another
Scheduled Withdrawal date for such Account until all of the amounts in the
original Scheduled Withdrawal Account have been paid out.  The Participant may establish up to two (2) separate
Scheduled Withdrawal Accounts with different Scheduled Withdrawal dates but
shall not establish a third such Account until all of the funds in one of the
first two Scheduled Withdrawal Accounts have been paid out.  A Participant may, not less than twelve (12)
months prior to the payment dates of any Scheduled Withdrawal accounts he has
established under this Section 7.1, elect to defer the date on which
payment of any Scheduled Withdrawal account shall commence and/or change the
method of payment of such Scheduled Withdrawal account, provided that, (i) after
the initial election under this Section 7.1, a Participant may only make
one election change with respect to a particular Scheduled Withdrawal account
(after such election change, the election shall become irrevocable); (ii) except
as otherwise permitted by Section 409A, the first in-service payment with
respect to such changed election must be deferred at least 5 years from the
date such


 


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payment would otherwise have been made, (iii) except
as otherwise permitted by Section 409A, the election shall not become
effective for 12 months.


 


7.2                                 Timing of Scheduled Withdrawal.  The Scheduled Withdrawal payment shall be
paid by the Company to the Participant no later than the last day of January of
the Plan Year elected by the Participant in the Participant Election Form unless
preceded by Termination of Employment. 
In the event of Termination of Employment prior to the date elected for
the Scheduled Withdrawal, the amounts in the Scheduled Withdrawal accounts
shall be paid at the same time and in the form provided in Sections 4.1 or 4.2
of the Plan (whichever is applicable). 
In the event such Termination of Employment is as a result of the
Participant’s death, the Scheduled Withdrawal shall be paid as provided in Section 5.1
of the Plan.


 


ARTICLE VIII


 


Amendment and
Termination of Plan


 


8.1                                 Amendment.  The Company may at any time or from time to
time modify or amend any or all of the provisions of the Plan, or stop future
deferrals to the Plan, provided that no such amendment shall reduce a
Participant’s Account balance or change existing elections with respect to the
time and method of payment of a Participant’s Account.


 


8.2                                 Termination of Plan.  The Company expects to continue this Plan,
but does not obligate itself to do so. 
The Company reserves the right to discontinue and terminate the Plan at
any time, in whole or in part, for any reason (including a change, or an
impending change, in the tax laws of the United States or any State).  Termination of the Plan shall be binding on
all Participants and Employers, but in no event may such termination reduce the
amounts credited at that time to any Participant’s Account.  If this Plan is terminated, subject to Section 4.4,
amounts credited to Participants’ Accounts shall be paid in a lump sum,
provided that (A) the Company terminates at the same time any other
arrangement that is subject to Section 409A and that would be aggregated
with the Plan under Section 409A; (B) the Company does not adopt any
other arrangement that would be aggregated with the Plan under Section 409A
for three years; (C) the payments upon such termination shall not commence
until 12 months after the date of termination and all such payments must be
completed within 24 months after the date of termination; and (D) such
other requirements as may be imposed by Section 409A are satisfied.


 


ARTICLE IX


 


Beneficiaries


 


9.1                                 Beneficiary Designation.  The Participant shall have the right, at any
time, to designate any person or persons as Beneficiary (both primary and
contingent) to whom payment under the Plan shall be made in the event of the
Participant’s death.  The designation by
a married Participant of a primary Beneficiary other than the Participant’s
spouse shall require consent of such spouse. 
The Beneficiary designation shall be effective when it is submitted in
writing to and acknowledged by the Administrator during the Participant’s
lifetime on a form prescribed by the Administrator.  The Beneficiary designation in effect for the
Participant under the Prior Plan as of December 1, 2007 shall be deemed
the Beneficiary designation under this Plan until a new Beneficiary designation
is filed in accordance with the procedures under this Plan.


 


10














 


9.2           Revision
of Designation.  The submission of a
new Beneficiary designation shall cancel all prior Beneficiary
designations.  Any marriage (other than a
common law marriage) or finalized divorce of a Participant subsequent to the
date of a Beneficiary designation shall revoke such designation, unless in the
case of divorce the previous spouse was not designated as a Beneficiary and
unless in the case of marriage the Participant’s new spouse has previously been
designated as the sole primary Beneficiary.


 


9.3           Successor
Beneficiary.  If all primary
Beneficiaries die prior to complete distribution of the benefits provided in Article 5,
the remaining Account balance shall be paid to the contingent Beneficiary
elected by the Participant in the form of a lump sum payable no later than the
last day of the month following the month in which the last remaining primary
Beneficiary’s death is established.


 


9.4           Absence
of Valid Designation.  If a
Participant fails to designate a Beneficiary as provided above, or if the
Beneficiary designation is revoked by marriage, divorce, or otherwise without
execution of a new designation, or if every person designated as Beneficiary
predeceases the Participant or dies prior to complete distribution of the
Participant’s benefits, then the Administrator shall direct the distribution of
such benefits to the Participant’s spouse, if the Participant was married on
the date of death, or, if the Participant was not married on death, to the
Participant’s estate.


 


ARTICLE X


 


Administration/Claims
Procedures


 


10.1         Administration.  The Plan shall be administered by the
Administrator, which shall have the exclusive right and full discretion (i) to
interpret the Plan, (ii) to decide any and all matters arising hereunder
(including the right to remedy possible ambiguities, inconsistencies, or
admissions), (iii) to make, amend and rescind such rules as it deems
necessary for the proper administration of the Plan and (iv) to make all
other determinations necessary or advisable for the administration of the Plan,
including determinations regarding eligibility for benefits payable under the
Plan. All interpretations of the Administrator with respect to any matter
hereunder shall be final, conclusive and binding on all persons affected
thereby.  No member of the Administrator
shall be liable for any determination, decision, or action made in good faith
with respect to the Plan.  The Company
will indemnify and hold harmless the members of the Administrator from and against
any and all liabilities, costs, and expenses incurred by such persons as a
result of any act, or omission, in connection with the performance of such
persons’ duties, responsibilities, and obligations under the Plan, other than
such liabilities, costs, and expenses as may result from the bad faith, willful
misconduct, or criminal acts of such persons.


 


10.2         Claims
Procedure.  Any Participant, former
Participant or Beneficiary may file a written claim with the Administrator
setting forth the nature of the benefit claimed, the amount thereof; and the
basis for claiming entitlement to such benefit. 
The Administrator shall determine the validity of the claim and
communicate a decision to the claimant promptly and, in any event, not later
than ninety (90) days after the date of the claim.  The claim may be deemed by the claimant to
have been denied for purposes of further review described below in the event a
decision is not furnished to the claimant within such ninety (90) day
period.  If additional information is
necessary to make a determination on a claim, the claimant shall be advised of
the need for such additional information within forty-five (45) days after the
date of the claim.  The claimant shall
have up to one hundred and eighty (180) days to supplement the claim


 


11

















 


information, and the claimant shall be
advised of the decision on the claim within forty-five (45) days after the
earlier of the date the supplemental information is supplied or the end of the
one hundred and eighty (180) day period. 
Every claim for benefits which is denied shall be denied by written
notice setting forth in a manner calculated to be understood by the claimant (i) the
specific reason or reasons for the denial, (ii) specific reference to any
provisions of the Plan (including any internal rules, guidelines, protocols,
criteria, etc.) on which the denial is based, (iii) description of any
additional material or information that is necessary to process the claim, and (iv) an
explanation of the procedure for further reviewing the denial of the claim.


 


10.3         Review
Procedures.  Within sixty (60) days
after the receipt of a denial on a claim, a claimant or his/her authorized
representative may file a written request for review of such denial.  Such review shall be undertaken by the
Administrator and shall be a full and fair review.  The claimant shall have the right to review
all pertinent documents.  The
Administrator shall issue a decision not later than sixty (60) days after
receipt of a request for review from a claimant unless special circumstances,
such as the need to hold a hearing, require a longer period of time, in which
case a decision shall be rendered as soon as possible but not later than one
hundred and twenty (120) days after receipt of the claimant’s request for
review.  The decision on review shall be
in writing and shall include specific reasons for the decision written in a
manner calculated to be understood by the claimant with specific reference to
any provisions of the Plan on which the decision is based and shall include an
explanation the claimants right to pursue a legal action in the event the claim
is denied.


 


ARTICLE XI


 


Conditions Related
to Benefits


 


11.1         Nonassignability.  The Participant’s Account balance and the
benefits provided under the Plan shall not be subject to sale, alienation,
assignment, transfer, pledge or hypothecation by the Participant or any
Beneficiary and any attempt to sell, alienate, assign, transfer, pledge or
hypothecate an Account balance or Plan benefits including, without limitation,
any assignment or alienation in connection with a separation, divorce, child
support or similar arrangement, shall be null and void and not binding on the
Company or the Plan. The Participant’s Account balance and benefits shall be exempt
from the claims of creditors or other claimants of the Participant or
Beneficiary and from all orders, decrees, levies, garnishment or executions to
the fullest extent allowed by law.


 


11.2         No
Right to Company Assets.  The
benefits paid under the Plan shall be paid from the general funds of the
Company, and the Participant and any Beneficiary shall be no more than
unsecured general creditors of the Company with no special or prior right to
any assets of the Company for payment of any obligations hereunder.  At its discretion, the Company may establish
one or more grantor trusts for the purpose of providing for payment of benefits
under the Plan.  Such trust or trusts may
be irrevocable, but the assets thereof shall be subject to the claims of the
Company’s creditors in accordance with the terms of the trusts.  Benefits paid to the Participant from any
such trust or trusts shall be considered paid by the Company for purposes of
meeting the obligations of the Company under the Plan.


 


11.3         Protective
Provisions.  The Participant shall
cooperate with the Company by furnishing any and all information requested by
the Administrator, in order to facilitate the payment of benefits hereunder,
taking such physical examinations as the Administrator may deem necessary and
taking such other actions as may be requested by the Administrator.  If the


 


12

















 


Participant refuses to so cooperate, the
Company shall have no further obligation to the Participant under the
Plan.  In the event of the Participant’s
suicide during the first two (2) years in the Plan, or if the Participant
makes any material misstatement of information or non-disclosure of medical
history, then no benefits shall be payable to the Participant under the Plan,
except that benefits maybe payable in a reduced amount in the sole discretion
of the Administrator.


 


11.4         Withholding.  The Participant shall make appropriate
arrangements with the Company for satisfaction of any federal, state or local
income tax withholding requirements and Social Security or other employee tax
requirements applicable to the payment of benefits under the Plan.  If no other arrangements are made, the
Company may provide, at its discretion, for such withholding and tax payments
as may be required, including, without limitation, by the reduction of other
amounts payable to the Participant.


 


11.5         Assumptions
and Methodology.  To the extent
required, the Administrator shall establish the actuarial assumptions and
method of calculation used in determining the present or future value of
benefits, earnings, payments, fees, expenses or any other amounts required to be
calculated under the terms of the Plan. 
The Administrator shall also establish reasonable procedures regarding
the form and timing of installment payments.


 


ARTICLE XII


 


Miscellaneous


 


12.1         Successors
of the Company.  The rights and
obligations of the Company under the Plan shall inure to the benefit of, and
shall be binding upon, the successors and assigns of the Company.


 


12.2         Employment
Not Guaranteed.  Nothing contained in
the Plan nor any action taken hereunder shall be construed as a contract of
employment or as giving any Participant any right to continued employment with
the Company, nor as a limitation on the right of the Company to terminate the
employment of any Participant at any time.


 


12.3         Gender,
Singular and Plural.  All pronouns
and any variations thereof shall be deemed to refer to the masculine, feminine,
or neuter, as the identity of the person or persons may require.  As the context may require, the singular may
be read as the plural and the plural as the singular.


 


12.4         Captions.  The captions of the articles, paragraphs and
sections of the Plan are for convenience only and shall not control or affect
the meaning or construction of any of its provisions.


 


12.5         Validity.  In the event any provision of the Plan is
held invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provisions of the Plan.


 


12.6         Waiver
of Breach.  The waiver by the Company
of any breach of any provision of the Plan shall not operate or be construed as
a waiver of any subsequent breach by that Participant or any other Participant.


 


13

















 


12.7         Notice.  Any notice or filing required or permitted to
be given to the Company or the Participant under this Agreement shall be
sufficient if in writing and hand-delivered, or sent by registered or certified
mail, in the case of the Company, to the principal office of the Company,
directed to the attention of the Administrator, and in the case of the
Participant, to the last known address of the Participant indicated on the
employment records of the Company.  Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration
or certification.  Notices to the Company
may be permitted by electronic communication according to specifications
established by the Administrator.


 


12.8         Errors
in Benefit Statement or Distributions. 
In the event an error is made in a benefit statement, such error shall
be corrected as soon as is practical following the date such error is
discovered.  In the event of an error in
a distribution, the Participant’s Account shall, as soon as is practical after
discovery of such error, be adjusted to reflect such under or over payment and,
if possible, the next distribution shall be adjusted upward or downward to
correct such prior error.  If the remaining
balance of a Participant’s Account is insufficient to cover an erroneous
overpayment, the Company may, at its discretion, offset other amounts payable
to the Participant from the Company (including but not limited to salary,
bonuses, expense reimbursements, severance benefits or other compensation or
benefit arrangements, to the extent allowed by law) to recoup the amount of
such overpayment(s).


 


12.9         ERISA
Plan.  The Plan is intended to be an
unfunded plan maintained primarily to provide deferred compensation benefits
for a select group of “management or highly compensated employees” within the
meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from
Parts 2, 3 and 4 of Title I of ERISA.


 


12.10       Applicable
Law.  The Plan shall be governed by
ERISA and, in the event any provision of, or legal issue relating to, this Plan
is not fully preempted by ERISA, such issue or provision shall be governed by
the laws of the State of Georgia (without regard to conflict of law
provisions).


 


12.11       Compliance
With Section 409A.  The Plan is
intended to satisfy the requirements of Section 409A and any regulations
or guidance that may be adopted thereunder from time to time, including any
transition relief available under applicable guidance related to Section 409A.  The Plan may be amended or interpreted by the
Company as it determines necessary or appropriate in accordance with Section 409A
and to avoid a plan failure under Section 409A(1).


 


IN WITNESS
WHEREOF, the Company has caused this Plan to be executed as of the
         day of March, 2008.


 


	
   

  	
  EQUIFAX INC.

  
	
   

  
	
   

  	
  By:

  	
   

  



 


14

















 


AMENDMENT NO.
1


TO


EQUIFAX


2005 EXECUTIVE
DEFERRED COMPENSATION PLAN


 


THIS AMENDMENT made as of the
         day of
                            ,
2008, by EQUIFAX INC. (the “Company”);


 


W I T N E S S E T H:


 


WHEREAS, the Company maintains the Equifax 2005 Executive Deferred
Compensation Plan (the “Plan”); and


 


WHEREAS, the Company desires to amend the Plan to comply with certain provisions
of the final regulations under Section 409A of the Code (“Section 409A”)
and for certain other purposes;


 


NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the Plan is hereby amended as follows:


 


1.


 


Section 1.22 is hereby amended by
deleting the present section in its entirety and substituting the following in
lieu thereof:


 


“1.22 Retirement Eligibility Date shall mean the date on which the
Participant has both attained age 55 and completed at least five (5) Years
of Vesting Service.”


 


2.


 


Section 1.25 is hereby amended by
deleting the second sentence of the present section and substituting the
following in lieu thereof:


 


“Unless
otherwise specified, the Settlement Date shall be a date between January 1
and January 31 of the calendar year following the calendar year during
which the event triggering the payout occurs (and, if applicable, subsequent
annual payments shall be made between January 1 and January 31 of
subsequent calendar years).”


 


3.


 


Section 3.1 is hereby amended by
deleting the first sentence of the present section and substituting the
following in lieu thereof:


 


“Solely for
recordkeeping purposes, separate Accounts (a Retirement Account and any
Scheduled Withdrawal Accounts) shall be maintained for each Participant and
shall be credited with the Participant’s deferrals directed by the Participant
to each Account at the time such amounts would otherwise have been paid to the
Participant.”


 


4.


 


Article VII is hereby amended by
deleting the present Article in its entirety and substituting the
following in lieu thereof:


 


“ARTICLE VII


 


15

















 


Scheduled Withdrawal


 


7.1                     Election.  The Participant may make an election on the
Participant Election Form at the time of making a deferral to establish a
Scheduled Withdrawal Account.  The
Participant may elect to receive a Scheduled Withdrawal in any Plan Year on or
after the third Plan Year following the enrollment period in which such
Scheduled Withdrawal Account is first established and may elect to have the
Scheduled Withdrawal distributed in a single lump sum or in annual installments
over a period of up to five (5) years. 
The Participant may elect to make additional deferrals into such
Scheduled Withdrawal Account on subsequent Participant Election Forms, provided
that any subsequent deferrals into such Scheduled Withdrawal Account must be
made not later than the end of the Plan Year ending at least 2 years prior to
the date the Scheduled Withdrawal is to commence.  The Participant may establish separate
Scheduled Withdrawal Accounts with different Scheduled Withdrawal dates,
provided that the Administrator in its sole discretion may elect to limit the
number of Scheduled Withdrawal Accounts. 
A Participant may, not less than twelve (12) months prior to the payment
dates of any Scheduled Withdrawal Accounts he has established under this Section 7.1,
elect to defer the date on which payment of any Scheduled Withdrawal Account
shall commence and/or change the method of payment of such Scheduled Withdrawal
Account, provided that, (i) unless the Administrator otherwise determines,
after the initial election under this Section 7.1, a Participant may only
make one election change with respect to a particular Scheduled Withdrawal
Account (after such election change, the election shall become irrevocable); (ii) except
as otherwise permitted by Section 409A, the first in-service payment with
respect to such changed election must be deferred at least 5 years from the
date such payment would otherwise have been made, (iii) except as
otherwise permitted by Section 409A, the election shall not become
effective for 12 months.


 


7.2                     Timing of Scheduled Withdrawal.  The Scheduled Withdrawal payment shall be
paid (or commence to be paid) by the Company to the Participant within 30 days
following the end of the month and calendar year the Participant has elected on
the Participant Election Form to receive such Scheduled Withdrawal (and if
applicable, subsequent annual payments shall be made within 30 days following
the end of such month of subsequent calendar years), unless preceded by the
Participant’s Termination of Employment. 
In the event of Termination of Employment prior to the date elected for
the Scheduled Withdrawal, the amounts in the Scheduled Withdrawal Accounts
shall be paid at the same time and in the form provided in Sections 4.1 or 4.2
of the Plan (whichever is applicable). 
In the event such Termination of Employment is as a result of the
Participant’s death, the Scheduled Withdrawal shall be paid as provided in Section 5.1
of the Plan.”


 


5.


 


This Amendment No. 1 to the Plan shall
be effective as of the date hereof, subject to the transition rules of Section 409A.


 


16

















 


IN WITNESS WHEREOF, the Company has executed this Amendment No. 1
as of the date first written above.


 


	
   

  	
  EQUIFAX INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


17