EXHIBIT 10.14


 


EQUIFAX

2005 DIRECTOR 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 Director Deferred Compensation Plan (“Prior Plan”) for
the purpose of attracting high quality outside directors and promoting in its
directors increased efficiency and further interest in the successful operation
and performance of the Company.


 


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 Director
Deferred Compensation Plan (the “Plan”) for deferrals by eligible directors
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 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         Beneficiary shall mean the person(s) or
entity designated as such in accordance with Article 9 of the Plan.


 


1.4         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.


 


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 


 


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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 in the election of members
of that entity’s Board of Directors.


 


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


 


1.6         Compensation shall mean the retainer and
meeting fees payable to the Participant by the Company for the Plan Year before
reductions for contributions to or deferrals under any deferred compensation or
benefit plans sponsored by the Company.


 


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


 


1.8         Crediting Rate
shall mean the
notional gains and losses credited on the Participant’s Account balance
pursuant to Article 3 of the Plan.


 


1.9         Eligible
Director shall
mean a member of the Board of Directors of the Company who is not an employee
of the Company or such other independent contractor as may be designated by the
Administrator to be eligible to participate in the Plan.


 


1.10   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.


 


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


 


1.12   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.


 


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1.13   Plan Year shall mean the calendar year.


 


1.14   Prior Plan shall mean the Equifax Director
Deferred Compensation Plan, effective as of January 1, 2003 and as it may
be amended.


 


1.15   Retirement shall mean a Participant’s
Termination of Service.


 


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


 


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


 


1.18   Settlement Date shall mean the date by which a
lump sum payment shall be made or the date by 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.


 


1.19   Termination of Service shall mean the date of the cessation
of the Participant’s service as a member of the Board of Directors of the
Company for any reason whatsoever, whether voluntary or involuntary, including
as a result of the Participant’s death or disability.


 


1.20   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.


 


ARTICLE 2


 


Participation


 


2.1         Elective Deferral. For each Plan Year a
Participant may elect to defer any whole percentage between five percent (5%)
and one hundred percent (100%) of Compensation earned by the Participant during
the Plan Year. The foregoing limits shall be interpreted and applied by the
Administrator and the Administrator may prior to the commencement of the Plan
Year provide for a different method for the determination of allowable
deferrals for 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 Director must submit a Participant Election Form to the
Administrator during the enrollment period established by the Administrator
prior to the beginning of the Plan Year during which the Compensation is earned.
The Administrator may establish
a special enrollment period for Eligible Directors hired during a Plan Year to
allow deferrals of Compensation 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 


 


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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 Compensation shall be
irrevocable except as provided in Article 6 in the event of disability or Section 4.4
in the case of a Financial Hardship. If the Participant’s deferrals are
discontinued 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 Directors 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 compensation which was
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.


 


3.2         Crediting Rate. The Crediting Rate on amounts
in a Participant’s Account shall be based on the hypothetical investment of
such amounts in the Equifax Common Stock Fund. If the Equifax Common Stock Fund
reflects a gain, the Participant’s Account shall be increased to reflect such
gain. If the Equifax Common Stock Fund sustains a loss, the Participant’s
Account shall be reduced to reflect such loss. The Company shall have no
obligation to set aside or invest funds in the Equifax Common Stock Fund on
behalf of the Participant and, if the Company elects to invest funds in such
manner, 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 through the Valuation Date.
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.


 


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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.


 


ARTICLE 4


 


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 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 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         Small Benefit Exception. Notwithstanding the provisions
of Section 4.1, in the event the amount of the Participant’s Account 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.


 


4.3         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.


 


4.4         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.


 


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4.5         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 5


 


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
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 6


 


Disability
Benefits


 


6.1         Disability. In the event of the
Participant’s Termination of Service by reason of a physical or mental
disability which prevents the Participant from performing the normal duties of
a member of the Board of Directors of the Company for a period of at least one
hundred eighty (180) consecutive days, deferral elections shall cease and for
purposes of the calculation and payment of benefits under the Plan, such
disability shall be treated as a Retirement entitling the Participant to
receive the benefits provided under Article 4 of the Plan. The
determination of disability shall be made by the Administrator in a manner
consistent with the requirements of Section 409A.


 


ARTICLE 7


 


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 


 


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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 Account 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 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 Service. In the event of Termination of Service
prior to the date elected for the Scheduled Withdrawal, the amounts in the
Scheduled Withdrawal Accounts shall be paid in the form provided in Article 4
of the Plan. In the event such Termination of Service 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 8


 


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, 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 4.3,
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 


 


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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 9


 


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.


 


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 10


 


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 


 


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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. Every claim for benefits which
is denied shall be denied by written notice setting forth the specific reason
or reasons for the denial, an explanation of the procedure for further
reviewing the denial of the claim.


 


ARTICLE 11


 


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 sale, 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 upon 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 Comply 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 


 


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necessary and taking such other actions as
may be requested by the Administrator. 
If the 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 may be payable in a reduced amount in the sole discretion of the
Administrator.


 


11.4       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 12


 


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       Continued
Service Not Guaranteed.  Nothing
contained in the Plan nor any action taken hereunder shall be construed as
giving any Participant any right to continued service with the Company, nor as
a limitation on the right of the Company to terminate the service 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       Valid.  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.


 


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 


 


11

















 


the last known address of the Participant
indicated on the 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       Applicable
Law.  Any provision of, or legal
issue relating to, this Plan shall be governed by the laws of the State of
Georgia, without regard to conflict of law provisions.


 


12.10     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 January, 2008.


 


	
   

  	
  EQUIFAX INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  



 


12

















 


AMENDMENT NO.
1


TO


EQUIFAX INC.


DIRECTOR
DEFERRED COMPENSATION PLAN


 


THIS AMENDMENT made as of the
         day of
                            ,
2007, by EQUIFAX INC. (the “Company”);


 


W I T N E S S E T H:


 


WHEREAS, the Company maintains the Equifax Inc. Director Deferred
Compensation Plan (the “Plan”); and


 


WHEREAS, as a result of changes to the tax laws caused by Section 409A
of the Code (“Section 409A”), the Company has established, effective as of
January 1, 2005, the Equifax 2005 Director Deferred Compensation Plan
(“2005 Plan”) for the primary purpose of crediting deferrals of compensation by
Participants on or after January 1, 2005; and


 


WHEREAS, Section 409A contains certain grandfather and transition rules which
make it advisable to transfer to the 2005 Plan liability for amounts currently
credited to Participants’ Accounts in the Plan that are subject to Section 409A;


 


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


 


1.


 


Article 3 of the Plan is hereby amended
by adding a new Section 3.5, as follows:


 


“3.5              2005,
2006 and 2007 Deferral Elections And 2005 Plan Transfer Accounts


 


(a)  With
respect to Participants who participated in the Plan prior to January 1,
2005, and who have made deferral elections under the Plan with respect to
amounts which became payable on or after January 1, 2005, the Company
hereby transfers to the 2005 Plan on the Transfer Date all rights with respect
to the amounts deferred (or to be deferred), and earnings thereon, and the 2005
Plan will assume all obligations with respect to such deferrals.  Such deferred amounts shall be maintained and
administered in accordance with the 2005 Plan, including the payment and deemed
investment rules of the 2005 Plan.


 


(b)                                 Effective
as of the Transfer Date, no further Participant deferrals shall be made to the
Plan and all such future amounts shall be credited to the 2005 Plan.


 


(c)                                  For
purposes of this Section 3.5 and the Plan, the following definitions shall
apply:


 


(i)                                     “2005
Plan” means the Equifax 2005 Director Deferred Compensation Plan, effective as
of January 1, 2005, and as it may be amended


 


1

















 


(ii)                                  “2005
Plan Transfer Account” means the amount credited to the Participant under the
Plan that pursuant to subsection (a) above is being transferred to the
2005 Plan


 


 


(iii)                               “Transfer
Date” means the date the liabilities for the amounts credited to the 2005 Plan
Transfer Accounts are transferred to, and assumed by, the 2005 Plan.”


 


2.


 


This Amendment
No. 1 to the Plan shall be effective as of the date hereof.  Except as hereby modified, the Plan shall
remain in full force and effect.


 


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


 


	
   

  	
  EQUIFAX INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


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