EXHIBIT
10.16


 


EQUIFAX


DIRECTOR
AND EXECUTIVE STOCK DEFERRAL PLAN


(As
Amended And Restated Effective As Of January 1, 2005, 

Except Where Otherwise Noted)


 


Equifax Inc., a
Georgia corporation (the “Company”), established the Director and Executive
Stock Deferral Plan, effective January 1, 2003, for the purpose of
attracting high quality executives and directors and promoting in its key
executives and directors increased efficiency and an interest in the successful
operation and performance of the Company.


 


Because the
laws applicable to deferred compensation plans, such as the Plan, were
significantly changed effective January 1, 2005, the Company has decided
to amend the Plan to provide certain new rules for amounts deferred under
the Plan on or after January 1, 2005. 
Amounts deferred under the Plan prior to January 1, 2005 (and any
earnings thereon) will continue to remain subject to the prior terms and
conditions of the Plan, including the payment rules.  The effective date of the amended and
restated Plan as set forth herein is January 1, 2005 (“Effective Date”),
except where otherwise noted.


 


ARTICLE 1


 


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.  For
purposes of certain provisions of the Plan, the Participant’s Account shall be
divided between a Pre-Section 409A Account and a Section 409A
Account.


 


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


 


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


 


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 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 


 


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


 


1.7                     Common Stock shall mean the common voting
stock of the Company.


 


1.8                     Deferred Stock shall mean Common Stock, the
receipt of which the Participant has agreed to delay pursuant to Article 2
of this Plan.


 


1.9                     Deferred Shares shall mean an award pursuant to a Stock
Incentive Plan of the right to receive shares of Common Stock at the end of a
specified restriction period.


 


1.10               Disability shall be defined as eligibility
to receive benefits under the Company’s Long Term Disability Plan as in effect
at the time of such Disability.  If no
such plan is then in effect, a physical or mental condition which prevents the
Participant from performing the normal duties of his or her current position
for a period of at least one hundred eighty (180) consecutive days.  The determination of Disability shall be made
in a manner consistent with the requirements of Section 409A.


 


1.11               Eligible
Executive shall
mean a Level 2-9 U.S. Employee of the Company, a former employee who was a
Level 2-9 U.S. Employee of the Company on the date of the Employee’s
Termination of Employment and who satisfied the requirements for Retirement on
such date, a member of the Board of Directors of the Company or such
other management or highly compensated employee or independent contractor as
may be designated by the Administrator to be eligible to participate in the
Plan.


 


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


 


1.13               Exchange Date shall mean the date an exercise
and exchange of Stock Options for Common Stock and Deferred Stock is deemed to
occur under Article 2.


 


1.14               Fair Market
Value shall
mean the closing price of the Common Stock, except with respect to determining
the dollar amount of gain on Stock Options, where the meaning given to such
term under the applicable Stock Incentive Plan applies.


 


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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 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               Pre-Section 409A
Account means
the portion (if any) of the Participant’s Account that was credited to the
Participant as of December 31, 2004 and vested in the Participant, and any
earnings thereon.  The Participant’s Pre-Section 409A
Account shall be payable in accordance with Articles 4 and 6.


 


1.20               Restricted
Stock shall
mean shares of restricted Common Stock of the Company granted to the
Participant pursuant to the Stock Incentive Plan.


 


1.21               Retirement shall mean a Participant’s
Termination of Employment on or after the Retirement Eligibility Date except
that with respect to a Participant who is a non-employee director, Retirement
shall mean termination of service as a member of the Board of Directors of the
Company.


 


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 6 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.


 


1.25               Section 409A  Account shall mean the portion of the Participant’s Account
that is not a Pre-Section 409A Account. 
The Participant’s Section 409A Account shall be payable in
accordance with Articles 4 and 6.


 


1.26               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 in the month following the month in which the event triggering
the payout occurs. In the case of death, the event triggering payout shall be
deemed to occur upon 


 


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the date the Administrator is provided with
the documentation reasonably necessary to establish the fact of the
Participant’s death.


 


1.27               Stock Options shall mean options on shares of
Company stock granted to the Participant pursuant to the Stock Incentive Plan.


 


1.28               Stock
Incentive Plan
shall mean the Equifax Inc. 2001 Nonqualified Stock Incentive Plan, the Equifax
Inc. 2000 Stock Incentive Plan, the Equifax Inc. 1995 Employees Stock Incentive
Plan, the Equifax Inc. 1992 Employees Stock Incentive Plan, Equifax Inc.
Non-Employee Director Stock Option Plan and the Equifax Inc. 1990 Omnibus Stock
Incentive Plan, each as in effect January 1, 2005 and as amended
thereafter, or such other stock option plan or plans sponsored by the Company
as may be designated by the Administrator.


 


1.29               Termination of
Employment
shall mean the date of the Participant’s separation from service with the
Company for any reason whatsoever, whether voluntary or involuntary, including
as a result of the Participant’s Retirement, Disability or death.


 


1.30               Unscheduled
Withdrawal
shall mean a distribution elected by the Participant with respect to his Pre-Section 409A
Account pursuant to Article 7 of the Plan.


 


1.31               Valuation Date shall mean the date the
Participant’s Account is valued and shall be the last day of the month
preceding the month in which the payout or other event triggering the Valuation
occurs.


 


1.32               Vesting Date shall mean the date on which
the Stock Options, Restricted Stock or Deferred Stock first become fully vested
and are no longer subject to a substantial risk of forfeiture under the terms
of the Stock Incentive Plan, as determined by the Administrator.


 


1.33               Withdrawal
Penalty shall
mean the ten percent (10%) penalty deducted from an Account as a result of an
Unscheduled Withdrawal or a change in the form of payout within thirteen (13)
months prior to Termination of Employment as provided in Section 4.1(b) of
the Plan.


 


1.34               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 2


 


Participation


 


2.1                     Deferral of Deferred Shares. An Eligible Executive may make
an election either (i) within thirty (30) days of the date of grant of a
Deferred Share award, or (ii) at least 12 months prior to the Vesting Date
of all or a portion of the Deferred Share award to receive rights to Deferred
Stock.  By making an election to delay
receipt of the Deferred Shares, the Eligible Executive is irrevocably agreeing
to delay receipt of the stock certificates for the Deferred Stock, to forfeit
any dividends that may become payable on the Deferred Stock after the Vesting
Date and prior to the date the Deferred Stock is delivered to the Participant
and to stand in the position of an unsecured general creditor with respect to
any right to receipt of the Deferred Stock under this Plan.


 


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2.2                     Exercise and Deferral of Stock
Options.  To the extent permitted by the Administrator
and in the Stock Option Agreement, an Eligible Executive may make an election
before or after the Vesting Date but at least six (6) months prior to the
Exchange Date to exercise Stock Options granted under the Stock Incentive Plan
by tendering Common Stock in payment of the exercise price and to delay receipt
of the portion of the Common Stock payable to the Participant in excess of the
tendered Common Stock as a result of the gain on the Stock Options. The number
of shares of Deferred Stock received by the Participant upon exercise of the
Stock Options shall be equal (rounded to the closest tenth of a share) in value
to the difference between the Fair Market Value of the Company’s Common Stock
on the Exchange Date and the option price which is notionally tendered by the
Participant in the form of Common Stock on the exercise of the Stock Options.
The Participant need not actually transfer Common Stock equal to the exercise
price to the Company but may simply attest to ownership of such Common Stock.
By making such an election to defer receipt of the Common Stock representing
the option gain, the Eligible Executive is agreeing to delay receipt of the
stock certificates for the Deferred Stock, to forfeit any dividends that may
become payable on the Deferred Stock after the Exercise Date and prior to the
date the Deferred Stock is delivered to the Participant and to stand in the
position of an unsecured general creditor with respect to any right to receipt
of the Deferred Stock under this Plan.


 


2.3                     Participant Election Form.  In order to make an election, an Eligible
Executive must submit a Participant Election Form to the Administrator
within the time periods specified in Sections 2.1 and 2.2 above.  The requirements regarding the form and
timing of such election shall be interpreted and applied by the Administrator
in its complete and sole discretion. The Administrator may change the timing of
such election, limit the number or type of shares available to be deferred by
any Participant or group of Participants, or subject to Section 409A,
cancel an election.


 


2.4                     Election Irrevocable Except on
Change in Control.
The election to defer Deferred Shares under this Plan shall be irrevocable except
as provided in Article 6 in the event of Disability or Section 4.5 in
the event of Financial Hardship.  An
election to defer shall be automatically canceled in the event of Termination
of Employment prior to the Vesting Date for the Deferred Shares.  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 3


 


Rights Associated With
Deferred Stock


 


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 deferral of Deferred Shares
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.  Amounts credited to a Participant’s Account
shall be fully vested at all times.


 


With respect
to Eligible Executives who participated in the Plan prior to January 1,
2005, and who have made deferral elections under the Plan for 2005, 2006, and
2007 with respect to 


 


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Deferred
Shares which became payable on or after January 1, 2005, the 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 transition rules.


 


3.2                                 No Dividend Or Voting Rights.  A Participant shall have no right to
dividends and no voting rights, and, except as expressly provided in the Plan,
shall have no other rights against the Company by reason of the crediting of
the Deferred Stock.


 


3.3                                 Deferred Stock Not Transferable. Except as provided in Article 5
with respect to the Participant’s death, Deferred Stock (including any and all
benefits provided under this 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 Deferred Stock shall be null and void. Deferred Stock 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.


 


3.4                                 Share Adjustments. Nothing contained in this Plan
nor any action taken hereunder shall be construed as limiting the rights of the
Company to credit additional Deferred Stock or issue additional Common Stock
even though such issuances may dilute the value of outstanding Deferred Stock. If
the outstanding shares of Common Stock of the Company are increased, decreased,
changed into or exchanged for a different number or kind of shares of the
Company through reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, upon authorization of the Board
of Directors of the Company, an equitable adjustment shall be made in the
number or kind of Deferred Stock which may be purchased or issued in the
aggregate and to individual Participants under the Plan; provided, however,
that (except with respect to a stock split or reverse stock split) no such
adjustment need be made if upon the advice of counsel, the Administrator
determines that such adjustment may result in the receipt of federally taxable
income to Participants hereunder or to the holders of Common Stock or other
classes of the Company’s securities. In all cases, the nature and extent of
adjustments under this Section shall be determined by the Administrator in
its sole discretion, and any such determination as to what adjustments shall be
made, and the extent thereof, shall be final and binding. No fractional shares
of stock shall be issued under the Plan pursuant to any such adjustment. All
adjustments and actions described in this Section shall be subject to
compliance with the requirements of all applicable securities laws, rules, and
regulations.


 


3.5                                 Statement of Accounts. The Administrator shall
provide each Participant with statements at least quarterly setting forth the
amount of Deferred Stock in the Participant’s Account at the end of each
quarter.


 


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ARTICLE 4


 


Retirement Benefits


 


4.1                                 Retirement Benefits.  a. Section 409A Account - In the
event of the Participant’s Retirement or Disability, the Participant shall be
entitled to receive a distribution of shares of Common Stock of the Company
equal to the amount of Deferred Stock credited to the Participant’s Section 409A
Account as of 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 Shares of Common Stock 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 Section 409A 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 Section 409A 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.


 


b.                                      Pre-Section 409A
Account - In the event of the Participant’s Retirement or Disability, the
Participant shall be entitled to receive a distribution of shares of Common
Stock of the Company equal to amount of Deferred Stock credited to the Participant’s
Pre-Section 409A Account as of the Valuation Date.  The distribution shall be in a single lump
sum unless the Participant makes a timely election prior to Retirement to
divide the Deferred Stock into equal annual installments distributed over a
specified period of not more than fifteen (15) years. Payments shall begin on
the Settlement Date following Termination of Employment. An election to change
the form of payout may be made at any time prior to Termination of Employment
by submitting to the Administrator the form provided for such purpose, but
elections shall not be effective unless made no less than thirteen (13)
calendar months prior to Termination of Employment. Notwithstanding the
foregoing, the Participant may elect to have the new election take effect less
than thirteen (13) months prior to Termination of Employment, subject to a
Withdrawal Penalty of ten percent (10%) of the value of the pre-election
Account balance forfeited to the Company.


 


4.2                                 Termination Benefit. Upon Termination of Employment
other than by reason of Retirement, Disability or death, the Participant shall
be entitled to receive a distribution of shares of Common Stock of the Company
equal to amount of Deferred Stock credited to the Participant’s Account as of
the Valuation Date. The distribution shall be in a single lump sum on the
Settlement Date following Termination of Employment. However, the Company may,
in its sole discretion with respect to the Participant’s Pre-Section 409A
Account, elect to divide the Deferred Stock into equal annual installments
distributed over a period of three (3) years beginning on the Settlement
Date following Termination of Employment.


 


4.3                                 Small Benefit Exception.  Notwithstanding the provisions of Section 4.1,
in the event the value 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 of such Participant’s Section 409A Account 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 


 


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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 distribution 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 5


 


Death Benefits


 


5.1                                 Survivor Benefit Before Benefits
Commence.  If the Participant dies prior to commencement
of benefits under Article 4, the Participant’s Beneficiary shall be
entitled to receive a distribution of shares of Common Stock of the Company
equal to amount of Deferred Stock credited to the Participant’s Account as of
the Valuation Date. The death benefit shall be paid in the same form elected by
the Participant for Retirement benefits under Article 4.1 beginning on the
Settlement Date following the date the Participant’s death is established by
reasonable documentation. However, the Administrator may, in its complete and
sole discretion, change the form of distribution of the death benefit
attributable to the Participant’s Pre-Section 409A Account prior to the
Settlement Date upon which benefits are scheduled to commence.


 


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 the remaining Deferred Stock
payable to the Participant under the Plan over the same period such amounts
would have been paid to the Participant. However, the Administrator may, in its
complete and sole discretion, change the form of distribution of the death
benefit attributable to the Participant’s Pre-Section 409A Account prior
to the commencement of payments to the Beneficiary.


 


ARTICLE 6


 


Scheduled Withdrawal


 


6.1                                 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 for payment of Deferred Stock from
the Account. The Participant may elect to receive a Scheduled Withdrawal 


 


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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 to divide the Deferred Stock into equal annual
installments distributed 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 but may not elect
another Scheduled Withdrawal date for such Account until all of the Deferred
Stock in the original Scheduled Withdrawal Account has been distributed. The
Participant may establish up to two (2) separate Scheduled Withdrawal
Accounts with different Scheduled Withdrawal dates 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 shall not establish a third such Account until all of the Deferred
Stock in one of the first two Scheduled Withdrawal Accounts has been paid out.
The Scheduled Withdrawal date and form of payout elected for a Scheduled
Withdrawal Account shall be irrevocable, except that (a) with respect to
amounts that are credited to the Pre-Section 409A Account a Participant
may petition to the Administrator once no less than thirteen (13) months prior
to the date originally elected for the Scheduled Withdrawal to defer (but not
accelerate) the Scheduled Withdrawal date and/or to change the form of payout
of the Scheduled Withdrawal to an alternative payout period then available for
Scheduled Withdrawals under the Plan, and (b) with respect to amounts
credited to the Section 409A Account, 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 6.1, 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 6.1, 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.


 


6.2                                 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 complete payment of the
Scheduled Withdrawal, the Scheduled Withdrawal (or the remaining balance
thereof) shall be paid in the form provided in Article 4 of the Plan. In
the event such Termination of Employment is as a result of the Participant’s
death prior to complete payment of the Scheduled Withdrawal, the Scheduled
Withdrawal shall be paid as provided in Section 5.1 of the Plan.


 


ARTICLE 7


 


Unscheduled Withdrawal
for Pre-Section 409A Account


 


7.1                                 Election. A Participant (or, after the
Participant’s death, a Beneficiary) may take an Unscheduled Withdrawal from his
Pre-Section 409A Account at any time. The Unscheduled Withdrawal shall be
paid no later than the last day of the month following the month in which the
Unscheduled Withdrawal is requested. After an Unscheduled Withdrawal, a
Participant’s deferrals shall cease and the Participant shall not be allowed to
make a new deferral election until 


 


10

















 


the enrollment period next following one full
calendar year from the date of the Unscheduled Withdrawal. Only one Unscheduled
Withdrawal shall be permitted in each Plan Year.


 


7.2                                 Withdrawal Penalty. There shall be a Withdrawal
Penalty deducted from the Pre-Section 409A Account prior to an Unscheduled
Withdrawal from such Account equal to ten percent (10%) of the Unscheduled
Withdrawal.


 


7.3                                 Minimum Withdrawal. The minimum Unscheduled
Withdrawal shall be twenty-five percent (25%) of the balance of the Pre-Section 409A
Account rounded to the nearest whole share.


 


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, (i) with
respect to Participants’ Section 409A Accounts and subject to Section 4.4,
amounts credited to Participant’s Section 409A 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, and (ii) with
respect to Participant’s Pre-Section 409A Accounts, the date of such
termination shall be treated as a Termination of Employment of each Participant
for the purpose of the Participant’s Pre-Section 409A Account, and the
Company shall pay to each Participant the benefits such Participant would be
entitled to receive under Article 4 of the Plan, except that such
termination benefits shall be paid in a single lump sum payable on the last day
of the month following the month in which termination of the Plan occurs unless
the Administrator, in its complete and sole discretion determines to pay such
amounts over a longer period not to exceed the period over which such amounts
would otherwise have been paid had the Plan not been terminated.


 


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 


 


11

















 


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.


 


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 the primary Beneficiary
dies 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
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 


 


12

















 


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 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 11


 


Conditions Related to Benefits


 


11.1                           Nonassignability.  The rights and 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 Deferred Stock and Plan 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 Deferred Stock paid under the Plan shall
be paid from treasury shares of the Company, shares acquired at the time of
distribution by the Company for such purposes or shares held in a trust
maintained by the Company, and the Participant and any Beneficiary shall be no
more than an unsecured general creditor of the Company with no special or prior
right to any assets or shares 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 


 


13

















 


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                           Securities Law Compliance.  Notwithstanding anything contained herein,
the Company shall not be obligated to honor any election or make any
distribution under this Plan or to sell, issue or effect any transfer of any
Common Stock unless such distribution, sale, issuance or transfer is at such
time effectively (i) registered or exempt from registration under the
Securities Act of 1933, as amended (the “Act”) and (ii) qualified or
exempt from qualification under the applicable state securities laws. As a
condition to make any election or receive any distribution under this Plan, the
Participant or other payee shall make such representations as may be deemed
appropriate by counsel to the Company for the Company to use any available
exemption from registration under the Act or qualification under any applicable
state securities law.


 


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 deferral and distribution of shares
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 assumptions and method of calculation used in
determining the value of Common Stock, benefits, 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. Unless otherwise specified by the
Administrator, installment payments shall be calculated by equally dividing the
amount of Deferred Stock in the Participant’s Account by the number of
installment payments elected and rounding down to the nearest whole share until
the final installment which shall include the full balance remaining in the
Participant’s Account.


 


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


 


14

















 


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.


 


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 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 practical after the 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).


 


15

















 


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


 


 


	
   

  	
  EQUIFAX INC.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  



 


16

















 


AMENDMENT NO.
1


TO


EQUIFAX


DIRECTOR AND
EXECUTIVE STOCK DEFERRAL PLAN


(As Amended
And Restated Effective As Of January 1, 2005)


 


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 Director and Executive Stock
Deferral Plan, as amended and restated effective as of January 1, 2005,
except where otherwise noted and subject to the transition rules of Section 409A
of the Code (“Section 409A”); and


 


WHEREAS, the Company desires to amend the Plan to comply with certain
provisions of the final regulations under 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 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.”


 


3.


 


Article 6 is hereby amended by deleting
the present Article in its entirety and substituting the following in lieu
thereof:


 


“ARTICLE 6


 


Scheduled Withdrawal


 


6.1  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 for payment of Deferred Stock from the
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 


 


17

















 


in annual installments of Deferred Stock 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. 
The Scheduled Withdrawal date and form of payout elected for a Scheduled
Withdrawal Account shall be irrevocable, except that (a) with respect to
amounts that are credited to the Pre-Section 409A Account, a Participant
may petition the Administrator once no less than thirteen (13) months prior to
the date originally elected for the Scheduled Withdrawal to defer (but not
accelerate) the Scheduled Withdrawal date and/or to change the form of payout
of the Scheduled Withdrawal to an alternative payout period then available for
Scheduled Withdrawals under the Plan, and (b) with respect to amounts
credited to the Section 409A Account, 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 6.1, 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 6.1,
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.


 


6.2  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 Article 4 of the Plan.  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.”


 


4.


 


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


 


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


 


18

















 


	
   

  	
  EQUIFAX INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


19