GRANTOR TRUST AGREEMENT


This Grantor Trust  Agreement  (the "Trust  Agreement")  is made this 4th day of
February,  2000, by and between  Equifax Inc. (the "Company") and Wachovia Bank,
N.A. ("the Trustee").

                                    Recitals

(a)      WHEREAS,  the Company has adopted the Executive  Life and  Supplemental
         Retirement Benefit Plan (the "Plan");

(b)      WHEREAS,  the Company has incurred or expects to incur  liability under
         the terms of the Plan with respect to the individuals  participating in
         the Plan and their  designated  beneficiaries  (the  "Participants  and
         Beneficiaries");

(c)      WHEREAS, the Company hereby establishes a Trust (the "Trust") and shall
         contribute to the Trust assets that shall be held  therein,  subject to
         the claims of the  Company's  creditors  in the event of the  Company's
         Insolvency,  as herein defined,  until paid to  Participants  and their
         Beneficiaries in such manner and at such times as specified in the Plan
         and in this Trust Agreement;

(d)      WHEREAS,  it is the  intention  of the  parties  that this Trust  shall
         constitute an unfunded  arrangement  and shall not affect the status of
         the Plan as an unfunded  plan  maintained  for the purpose of providing
         deferred  compensation  for a select  group  of  management  or  highly
         compensated   employees  for  purposes  of  Title  I  of  the  Employee
         Retirement Income Security Act of 1974; and

(e)      WHEREAS,  it is the intention of the Company to make  contributions  to
         the Trust to  provide  itself  with a source of funds  (the  "Fund") to
         assist  it  in  satisfying  its  liabilities  under  the  Plan  in  the
         circumstances described herein.

NOW,  THEREFORE,  the parties do hereby  establish  the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:

Section 1.     Establishment of The Trust
               --------------------------

(a)      The Trust is  intended to be a Grantor  Trust,  of which the Company is
         the  Grantor,  within the meaning of subpart E, part I,  subchapter  J,
         chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended,
         and shall be construed accordingly.

(b)      The  Company  shall be  considered  a Grantor  for the  purposes of the
         Trust.

(c)      The Trust hereby  established  is  revocable  by the Company;  it shall
         become irrevocable upon a Change of Control, as defined herein.
<PAGE>

(d)      The Company hereby deposits with the Trustee in the Trust  one-thousand
         dollars  and zero cents  ($1,000.00)  which  shall  become the  initial
         principal of the Trust to be held,  administered and disposed of by the
         Trustee as provided  in this Trust  Agreement.  The Company  intends to
         contribute additional assets to the Trust,  consisting of approximately
         One Million Five Hundred Thousand  (1,500,000) shares of Company stock,
         within a reasonable period from the date of execution of this Trust.

(e)      The  principal  of the Trust,  and any earnings  thereon  shall be held
         separate  and apart from other  funds of the  Company and shall be used
         exclusively  for the uses and  purposes  of  Participants  and  general
         creditors  as herein set forth.  Participants  and their  Beneficiaries
         shall have no preferred claim on, or any beneficial  ownership interest
         in, any assets of the Trust. Any rights created under the Plan and this
         Trust Agreement shall be unsecured  contractual  rights of Participants
         and their  Beneficiaries  against the  Company.  Any assets held by the
         Trust will be subject to the  claims of the  general  creditors  of the
         Company  under  federal  and  state law in the  event  the  Company  is
         Insolvent, as defined in Section 3(a) herein.

(f)      The Company,  in its sole discretion,  may at any time, or from time to
         time,  make additional  deposits of cash or other  property,  including
         Company  stock,  acceptable  to the Trustee to the Trust to augment the
         principal  to be held,  administered  and disposed of by the Trustee as
         provided in this Trust Agreement. Prior to a Change of Control, neither
         the Trustee nor any Participant or Beneficiary  shall have any right to
         compel additional deposits.

(g)      Upon a Potential  Change of  Control,  the  Company  shall,  as soon as
         possible,  but in no event longer than thirty (30) days  following  the
         occurrence of a Potential Change of Control, as defined herein, make an
         additional contribution to the Trust, if required, in an amount that is
         sufficient, when aggregated with the other assets of the Trust, to fund
         the Trust in an amount equal to no less than 100% but no more than 120%
         of the amount  necessary  to pay the  insurance  premiums  required  on
         policies  purchased pursuant to the Plan, until said policies have been
         fully paid, in accordance with Section 2(c) below.

(h)      In the event a Change of  Control  does not occur  within one year of a
         Potential  Change  of  Control,  the  Company  shall  have the right to
         recover any amounts contributed to and remaining on hand in the Trust.

(i)      Upon a Change of Control,  the Company shall, as soon as possible,  but
         in no event longer than thirty (30) days  following the occurrence of a
         Change of Control, as defined herein, make an irrevocable  contribution
         to  the  Trust  in any  additional  amount  which  is  necessary  to be
         sufficient  to fund the Trust in an amount  equal to no less than 100 %
         but no more  than 120% of the  amount  necessary  to pay the  insurance
         premiums  required on policies  purchased  pursuant to the Plan,  until
         said policies  have been fully paid,  in  accordance  with Section 2(c)
         below.  The  Company  shall also fund a cash  expense  reserve  for the
         Trustee in the amount of $125,000.00.
<PAGE>

Section 2.     Payments from the Trust
               -----------------------

(a)      Prior to a Change of  Control,  distributions  from the Trust  shall be
         made by the Trustee to the insurance company  identified in or pursuant
         to Section 2(e) below  ("Insurance  Company")  at the  direction of the
         Company.

(b)      For the initial  premium  payment due in January 2000, the Company will
         make payment of insurance  premiums directly to the Insurance  Company.
         As  subsequent  payments  become  due under the terms of the Plan,  the
         Company will transfer to the Trustee, and the Trustee will pay directly
         to the Insurance Company,  the premiums due. The Company will make said
         transfer no less than thirty (30) days prior to the  scheduled  premium
         due date.

(c)      (1)  After  a  Potential  Change  of  Control  and  before  a Change of
         Control,  the  Company  shall  deliver  to the  Trustee a  schedule  of
         insurance  premiums  due  under  the  Plan.  Subsequent  to a Change of
         Control,  the Trustee  shall pay  insurance  premiums due in accordance
         with such  schedule.  If the Company has not  transfered  the  required
         amounts at least  thirty (30) days prior to each due date,  the Trustee
         shall make such  payments from the assets of the fund. If the principal
         of the Trust,  and any earnings  thereon,  are not  sufficient  to make
         payments  of  benefits in  accordance  with the terms of the Plan,  the
         Company  shall make the balance of each such payment as it falls due in
         accordance  with the Plan.  The Trustee shall notify the Company in the
         event that principal and earnings are not  sufficient.  Nothing in this
         Agreement  shall relieve the Company of its liabilities to pay benefits
         due under the Plan  except to the extent  such  liabilities  are met by
         application of assets of the Trust.

         (2)  Subsequent  to a Change of  Control,  if the  Company  borrows any
         portion of the Cash surrender value of any policy purchased pursuant to
         the Plan, the Trustee shall  immediately repay to the Insurance Company
         any  amount  that  has  been so  borrowed,  as  certified  to it by the
         participant  whose  policy is the subject of the loan.  The Trustee may
         request any further reasonable evidence of such a loan.

         (3)  Subsequent  to a Change of Control,  if the Trustee  becomes aware
         that the Company  withdraws any portion of the cash surrender  value of
         any policy  purchased  pursuant to the Plan,  the Trustee shall consult
         with  the  Insurance  Company  or the  broker  of  record,  as it deems
         appropriate,  to determine the maximum premiums which may be paid on an
         annual  basis to  restore  any such  withdrawal  and to retain the life
         insurance nature of the policy, and shall make said payments.

(d)      The Trustee may institute an action to collect a  contribution  due the
         Trust  following  a Change of  Control  or in the event  that the Trust
         should ever  experience a short-fall in the amount of assets  necessary
         to make current premium payments pursuant to the terms of the Plan.

(e)      The primary purposes of this Trust are to insure (i) that,  following a
         Change of Control,  premiums  will  continue to be paid to Pacific Life
         Insurance  Company,  or  such  successor  company  as the  Company  may

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<PAGE>
         identify  to the  Trustee  in  writing,  as  required  pursuant  to all
         split-dollar life insurance agreements with employees of the Company or
         its  subsidiaries  which have been entered into by the Company pursuant
         to the Plan,  which was  effective  January 1, 2000,  and (ii) that any
         successor  to  the  Company,  or its  successor  management,  does  not
         withdraw cash values from the policies  purchased  pursuant to the Plan
         prior to the respective distribution dates of said policies. Prior to a
         Change of Control,  it is  contemplated  that the Company will pay such
         premiums directly,  although it may direct the Trustee to pay them from
         the Fund.  Subsequent  to a Change of Control,  the Trustee  shall make
         such  payments  unless the Company has  previously  certified to having
         made them,  according to the provisions  hereof.  In order to make such
         payments,  the  Trustee may be required to sell all or a portion of the
         Company  stock held in the Fund,  and the Company  hereby agrees (i) to
         promptly,  and in any event  within  sixty  (60) days of a request  for
         registration  by the Trustee,  take all actions  necessary to cause the
         registration  of the Company Stock held in the fund for sale,  and (ii)
         to maintain on a continuous basis any registrations  required to permit
         said sales  pursuant to  applicable  federal and state laws,  until all
         Company  stock has been sold. In  connection  with any such  securities
         registrations,  the Company shall take any and all actions necessary in
         connection  therewith,  including without  limitation:  (i) causing any
         special  audits to be  performed,  if required and (ii) if requested by
         the Trustee,  entering into an underwriting agreement with underwriters
         selected  by  the  Trustee  in  customary  form   including   providing
         indemnification for the underwriters and the Trustee. Any and all costs
         arising in connection with the filing of any securities  registrations,
         including the fees and disbursements of counsel for the Trustee,  shall
         be borne entirely by the Company other than underwriting  discounts and
         commissions  or commissions of broker dealers which shall be payable by
         the Trustee from the assets of the Trust.  The Company consents that an
         action  may be  brought  in equity or in law by the  Trustee  or by any
         participant in the Plan, to compel its  compliance  with the provisions
         of this Trust,  including but not limited to the foregoing sentence and
         the provisions of paragraph (d) of this Section 2.

Section 3.    Trustee Responsibility Regarding Payments When The Company Is
              -------------------------------------------------------------
              Insolvent
              ---------

(a)      The Trustee shall cease payment of insurance  premiums to the Insurance
         Company if the Company is  Insolvent.  The Company  shall be considered
         "Insolvent"  for purposes of this Trust Agreement if (i) the Company is
         unable to pay its debts as they  become  due,  or (ii) the  Company  is
         subject to a pending  proceeding  as a debtor  under the United  States
         Bankruptcy  Code or (iii) the Company is  determined to be insolvent by
         the Federal Deposit Insurance Corporation,  the Federal Reserve, or the
         Office of the Comptroller of Currency.

(b)      At all times during the  continuance  of this Trust,  the principal and
         income of the Trust shall be subject to claims of general  creditors of
         the Company under federal and state law as set forth below.

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<PAGE>

         (1)      The Board of Directors and the Chief Executive  Officer of the
                  Company  shall have the duty to inform the  Trustee in writing
                  that the Company is  Insolvent.  If a person  claiming to be a
                  creditor of the Company alleges in writing to the Trustee that
                  the Company has become Insolvent,  the Trustee shall determine
                  whether   the  Company  is   Insolvent   and,   pending   such
                  determination,   the  Trustee  shall  discontinue  payment  of
                  insurance premiums to the Insurance Company.

         (2)      Unless the  Trustee has actual  knowledge  that the Company is
                  Insolvent, or has received notice from the Company or a person
                  claiming  to  be a  creditor  alleging  that  the  Company  is
                  Insolvent,  the Trustee shall have no duty to inquire  whether
                  the Company is  Insolvent.  The Trustee may in all events rely
                  on such evidence  concerning the Company's  solvency as may be
                  furnished to the Trustee and that  provides the Trustee with a
                  reasonable  basis for making a  determination  concerning  the
                  Company's solvency.

         (3)      If at any time the Trustee has determined  that the Company is
                  Insolvent,  the Trustee  shall  discontinue  paying  insurance
                  premiums to the Insurance Company and shall hold the assets of
                  the Trust for the benefit of the Company's general  creditors.
                  Nothing in this Trust  Agreement shall in any way diminish any
                  rights of Participants or their  Beneficiaries to pursue their
                  rights as general  creditors  of the Company  with  respect to
                  payments due under the Plan or otherwise.

         (4)      The Trustee shall resume the payment of insurance  premiums to
                  the  Insurance  Company in  accordance  with Section 2 of this
                  Trust Agreement only after the Trustee has determined that the
                  Company is not Insolvent (or is no longer Insolvent).

(c)      Provided that there are sufficient assets, if the Trustee  discontinues
         the payment of insurance  premiums  from the Trust  pursuant to Section
         3(b) hereof and subsequently  resumes such payments,  the first payment
         following such discontinuance shall include the aggregate amount of all
         payments due to the  Insurance  Company under the terms of the Plan for
         the period of such  discontinuance,  less the  aggregate  amount of any
         payments  made to the  Insurance  Company by the Company in lieu of the
         payments   provided   for   hereunder   during   any  such   period  of
         discontinuance.

Section 4.    Payments When a Short-Fall of The Trust Assets Occurs
              -----------------------------------------------------

(a)      If  there  are not  sufficient  assets  for the  payment  of  insurance
         premiums  pursuant to Section 2 or Section  3(c) hereof and the Company
         does not otherwise  make such payments  within a reasonable  time after
         demand from the  Trustee,  the Trustee  shall make payment of insurance
         premiums  from the Trust to the  Insurance  Company  for the benefit of
         Participants  and  their   Beneficiaries  in  the  following  order  of
         priority:

         (1)      All  policies  should be  funded  based on  original  expected
                  performance,  with  premiums  adequate to keep the policies in
                  force until the insured attains age 100; and

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<PAGE>

         (2)      Any  remaining  funding  should be made  pro-rata  based  upon
                  remaining scheduled premium payments.

         It is understood that it is not possible to anticipate precisely future
         financial  status of the  policies,  and the  contingencies  that could
         occur both before and after a Change of Control. Therefore, the Trustee
         will have  discretion to implement any reasonable  method of allocating
         Trust  assets  that  are,  in its  sole  discretion,  determined  to be
         inadequate to ensure complete  funding of the Policies  pursuant to the
         premium schedule provided.  The Trustee may rely solely on the services
         of the Broker of Record as well as any other  resources  in making this
         determination.

(b)      Upon receipt of a  contribution  from the Company  necessary to make up
         for a shortfall in the payments due, the Trustee shall resume  payments
         to the Insurance Company under the Plan. Following a Change of Control,
         the Trustee shall have the right to compel a contribution  to the Trust
         from the Company to make-up for any short-fall.

Section 5.    Payments to the Company
              -----------------------
Except as provided in Section 3 hereof,  after the Trust has become irrevocable,
the Company  shall have no right or power to direct the Trustee to return to the
Company or to divert to others  any of the Trust  assets  before all  payment of
insurance premiums have been made to the Insurance Company pursuant to the terms
of the Plan.

Section 6.   Investment Authority
             --------------------

(a)      Consistent  with the  provisions  of Section  10(a) below,  the Trustee
         shall not be liable in  discharging  its  duties  hereunder,  including
         without limitation its duty to invest and reinvest the Fund, if it acts
         for the exclusive benefit of the Participants and their  Beneficiaries,
         in good  faith and as a prudent  person  would act in  accomplishing  a
         similar task and in accordance  with the terms of this Trust  Agreement
         and any applicable federal or state laws, rules or regulations.

(b)      Subsequent to a Change of Control, the Trustee shall have the following
         power, in investing and reinvesting the Fund, in its sole discretion:

         (1)      To invest and  reinvest in any readily  marketable  common and
                  preferred  stocks,   bonds,   notes,   debentures   (including
                  convertible  stocks and securities but not including any stock
                  or security of the Trustee other than a de minimis amount held
                  in a collective  or mutual fund),  certificates  of deposit or
                  demand or time deposits  (including any such deposits with the
                  Trustee) and shares of investment  companies and mutual funds,
                  without  being limited to the classes or property in which the
                  Trustee  is  authorized  to  invest  by any law or any rule of
                  court of any state and without  regard to the  proportion  any
                  such  property  may bear to the  entire  amount  of the  Fund.
                  Without  limitation,  the  Trustee may invest the Trust in any
                  investment   company  (including  any  investment  company  or
                  companies  for which  Wachovia  Bank,  N.A.  or an  affiliated

                                       6
<PAGE>

                  company acts as the investment  advisor  ("Special  Investment
                  Companies")) or, any insurance contract or contracts issued by
                  an insurance  company or companies in each case as the Trustee
                  may  determine  provided  that  the  Trustee  may in its  sole
                  discretion  keep  such  portion  of the  Trust in cash or cash
                  balances for such reasonable  periods as may from time to time
                  be deemed  advisable  pending  investment  or in order to meet
                  contemplated payments of benefits;

         (2)      To commingle for investment purposes all or any portion of the
                  Fund  with  assets  of  any  other  similar  trust  or  trusts
                  established by the Company with the Trustee for the purpose of
                  safeguarding   deferred   compensation  or  retirement  income
                  benefits of its employees and/or directors;

         (3)      To retain any property at any time received by the Trustee;

         (4)      To sell or  exchange  any  property  held by it at  public  or
                  private  sale,  for cash or on credit,  to grant and  exercise
                  options for the purchase or exchange thereof,  to exercise all
                  conversion  or  subscription  rights  pertaining  to any  such
                  property  and to  enter  into any  covenant  or  agreement  to
                  purchase any property in the future;

         (5)      To participate in any plan of  reorganization,  consolidation,
                  merger,   combination,   liquidation  or  other  similar  plan
                  relating  to  property  held by it and to consent to or oppose
                  any such plan or any action thereunder or any contract, lease,
                  mortgage, purchase, sale or other action by any person;

         (6)      To  deposit  any  property  held  by it with  any  protective,
                  reorganization or similar committee, to delegate discretionary
                  power   thereto,   and  to  pay  part  of  the   expenses  and
                  compensation  thereof any  assessments  levied with respect to
                  any such property to be deposited;

         (7)      To extend the time of payment of any obligation held by it;

         (8)      To  hold   uninvested  any  moneys  received  by  it,  without
                  liability for interest  thereon,  but only in  anticipation of
                  payments  due  for  investments,  reinvestments,  expenses  or
                  disbursements;

         (9)      To exercise  all voting or other  rights  with  respect to any
                  property  held by it and to grant  proxies,  discretionary  or
                  otherwise;

         (10)     For the purposes of the Trust, to borrow money from others, to
                  issue its promissory note or notes therefor, and to secure the
                  repayment thereof by pledging any property held by it;

         (11)     To employ suitable contractors and counsel, who may be counsel
                  to the Company or to the Trustee,  and to pay their reasonable
                  expenses and compensation from the Fund to the extent not paid
                  by the Company;

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<PAGE>

         (12)     To  register  investments  in its own name or in the name of a
                  nominee; to hold any investment in bearer form; and to combine
                  certificates  representing securities with certificates of the
                  same  issue  held by it in other  fiduciary  capacities  or to
                  deposit or to arrange for the deposit of such  securities with
                  any  depository,   even  though,   when  so  deposited,   such
                  securities  may be held in the  name  of the  nominee  of such
                  depository with other securities  deposited therewith by other
                  persons,  or to deposit or to arrange  for the  deposit of any
                  securities   issued  or   guaranteed   by  the  United  States
                  government,   or  any  agency  or   instrumentality   thereof,
                  including  securities evidenced by book entries rather than by
                  certificates,   with  the  United  States  Department  of  the
                  Treasury  or a Federal  Reserve  Bank,  even  though,  when so
                  deposited,  such  securities  may  not be held  separate  from
                  securities  deposited  therein  by  other  persons;  provided,
                  however,  that  no  securities  held  in  the  Fund  shall  be
                  deposited with the United States Department of the Treasury or
                  a Federal Reserve Bank or other depository in the same account
                  as any  individual  property  of the  Trustee,  and  provided,
                  further,  that the books and records of the  Trustee  shall at
                  all times show that all such  securities are part of the Trust
                  Fund;

         (13)     To settle,  compromise  or submit to  arbitration  any claims,
                  debts  or  damages   due  or  owing  to  or  from  the  Trust,
                  respectively, to commence or defend suits or legal proceedings
                  to protect any  interest of the Trust,  and to  represent  the
                  Trust in all suits or legal proceedings in any court or before
                  any  other  body or  tribunal;  provided,  however,  that  the
                  Trustee  shall not be required to take any such action  unless
                  it  shall  have  been   indemnified  by  the  Company  to  its
                  reasonable satisfaction against liability or expenses it might
                  incur therefrom;

         (14)     To  hold  and  retain  policies  of  life  insurance,  annuity
                  contracts,  and other  property of any kind which policies are
                  contributed  to the Trust by the Company or any  subsidiary of
                  the Company or are purchased by the Trustee;

         (15)     To hold any other class of assets which may be  contributed by
                  the  Company  and that is deemed  reasonable  by the  Trustee,
                  unless expressly prohibited herein;

         (16)     To loan any  securities  at any time held by it to  brokers or
                  dealers  upon such  security as may be deemed  advisable,  and
                  during  the  terms  of any  such  loan to  permit  the  loaned
                  securities to be transferred into the name of and voted by the
                  borrower or others; and

         (17)     Generally,   to  do  all  acts,   whether  or  not   expressly
                  authorized,  that the Trustee may deem  necessary or desirable
                  for the protection of the Fund.

(c)      Prior to a Change of Control, the Company shall have the right, subject
         to this  Section,  to direct the Trustee with  respect to  investments.
         Absent any such direction, the Trustee shall continue the investment of
         the Fund solely in Company  Stock.  The Trustee may hold up to $125,000
         of the Fund in cash or cash  equivalents to constitute the cash expense

                                       8
<PAGE>

         reserve  referred to in Section 1(i) above,  and the Company shall from
         time to time contribute any cash required to maintain said reserve.

         (1)      The Company  may at any time  direct the Trustee to  segregate
                  all or a portion of the Fund in a separate  investment account
                  or accounts  and may appoint one or more  investment  managers
                  and/or an investment  committee  established by the Company to
                  direct the investment and reinvestment of each such investment
                  account or accounts.  In such event,  the Company shall notify
                  the Trustee of the appointment of each such investment manager
                  and/or investment committee.  No such investment manager shall
                  be  related,  directly  or  indirectly,  to the  Company,  but
                  members of the  investment  committee  may be employees of the
                  Company.

         (2)      Thereafter,  the Trustee  shall make every sale or  investment
                  with respect to such investment account as directed in writing
                  by the investment manager or investment committee. It shall be
                  the duty of the  Trustee to act  strictly in  accordance  with
                  each direction. The Trustee shall be under no duty to question
                  any such  direction of the  investment  manager or  investment
                  committee,  to review any securities or other property held in
                  such investment account or accounts acquired by it pursuant to
                  such  directions  or  to  make  any   recommendations  to  the
                  investment  managers or investment  committee  with respect to
                  such securities or other property.

         (3)      Notwithstanding the foregoing,  the Trustee, without obtaining
                  prior  approval or  direction  from an  investment  manager or
                  investment  committee,  shall invest cash  balances held by it
                  from time to time in short  term cash  equivalents  including,
                  but not  limited  to,  through  the  medium of any short  term
                  common,  collective or commingled  trust fund  established and
                  maintained   by  the   Trustee   subject  to  the   instrument
                  establishing such trust fund, U.S. Treasury Bills,  commercial
                  paper  (including  such  forms of  commercial  paper as may be
                  available    through   the   Trustee's   Trust    Department),
                  certificates of deposit (including  certificates issued by the
                  Trustee in its separate corporate capacity),  and similar type
                  securities,  with a  maturity  not to exceed  one  year;  and,
                  furthermore,  sell  such  short  term  investments  as  may be
                  necessary  to  carry  out the  instructions  of an  investment
                  manager or investment  committee regarding more permanent type
                  investment and directed distributions.

         (4)      The Trustee  shall neither be liable nor  responsible  for any
                  loss  resulting  to the Fund by reason of any sale or purchase
                  of  an  investment   directed  by  an  investment  manager  or
                  investment  committee nor by reason of the failure to take any
                  action  with  respect  to any  investment  which was  acquired
                  pursuant  to any such  direction  in the  absence  of  further
                  directions of such investment manager or investment committee.

         (5)      Notwithstanding  anything in this  Agreement to the  contrary,
                  the Trustee  shall be  indemnified  and saved  harmless by the
                  Company  from and against any and all  personal  liability  to
                  which  the  Trustee  may be  subjected  by  carrying  out  any

                                       9
<PAGE>

                  directions  of an investment  manager or investment  committee
                  issued pursuant hereto or for failure to act in the absence of
                  directions of the investment  manager or investment  committee
                  including all expenses  reasonably  incurred in its defense in
                  the event the Company fails to provide such defense; provided,
                  however,  the  Trustee  shall  not  be  so  indemnified  if it
                  participates knowingly in, or knowingly undertakes to conceal,
                  an act or  omission  of an  investment  manager or  investment
                  committee,  having actual  knowledge that such act or omission
                  is a breach of a fiduciary duty;  provided  further,  however,
                  that  the  Trustee  shall  not be  deemed  to  have  knowingly
                  participated  in or knowingly  undertaken to conceal an act or
                  omission of an investment manager or investment committee with
                  knowledge  that such act or omission was a breach of fiduciary
                  duty by merely  complying  with  directions  of an  investment
                  manager or  investment  committee or for failure to act in the
                  absence of directions  of an investment  manager or investment
                  committee.  The Trustee may rely upon any order,  certificate,
                  notice, direction or other documentary confirmation purporting
                  to have been issued by the  investment  manager or  investment
                  committee which the Trustee believes to be genuine and to have
                  been issued by the investment manager or investment committee.
                  The  Trustee  shall  not  be  charged  with  knowledge  of the
                  termination of the  appointment  of any investment  manager or
                  investment  committee until it receives written notice thereof
                  from the Company.

(d)      Following  a Change of  Control,  the  Trustee  shall have the sole and
         absolute  discretion  in the  management  of the Trust assets and shall
         have all the powers set forth under  Section  6(b).  In  investing  the
         Trust assets, the Trustee shall consider:

         (1)      the needs of the Plan;

         (2)      the need for matching of the Trust assets with the liabilities
                  of the Plan; and

         (3)      the duty of the Trustee to act solely in the best interests of
                  the Participants and their Beneficiaries.

(e)      The Trustee shall have the right, in its sole  discretion,  to delegate
         its investment  responsibility  to an investment  manager who may be an
         affiliate of the Trustee.  In the event the Trustee shall exercise this
         right, the Trustee shall remain,  at all times responsible for the acts
         of an investment manager.  The Trustee shall have the right to purchase
         an insurance policy or an annuity to fund the benefits of the Plan.

(f)      Prior to a Change of Control,  the Company  shall have the right at any
         time,  and from  time to time in its  sole  discretion,  to  substitute
         assets of equal fair market value for any asset held by the Trust. This
         right is exercisable by the Company in a nonfiduciary  capacity without
         the approval or consent of any person in a fiduciary capacity.

                                       10
<PAGE>

Section 7.    Insurance Contracts
              -------------------

(a)      To the extent that the  Trustee is  directed by the Company  prior to a
         Change of Control to make  payments  from part or all of the Trust Fund
         in insurance contracts,  the type and amount thereof shall be specified
         by the Company.  The Trustee  shall be under no duty to make inquiry as
         to the propriety of the type or amount so specified.

(b)      Each  insurance  contract  issued shall  provide that the owner thereof
         shall have the power to exercise  all rights,  privileges,  options and
         elections  granted by or  permitted  under such  contract  or under the
         rules of the insurer.

(c)      The Trustee shall have no power to name a beneficiary  of the policy to
         assign the  policy  (as  distinct  from  conversion  of the policy to a
         different form), or to loan to any person the proceeds of any borrowing
         against such an insurance policy.

(d)      No insurer  shall be deemed to be a party to the Trust and an insurer's
         obligations  shall be measured  and  determined  solely by the terms of
         contracts and other agreements executed by the insurer.

Section 8.    Disposition of Income
              ---------------------

(a)      Prior to a Change of Control,  all income received by the Trust, net of
         expenses and taxes,  may be returned to the Company or accumulated  and
         reinvested within the Trust at the direction of the Company.

(b)      Following a Change of Control, all income received by the Trust, net of
         expenses and taxes,  shall be  accumulated  and  reinvested  within the
         Trust.

                                       11
<PAGE>

Section 9.    Accounting by The Trustee
              -------------------------

The  Trustee  shall keep  accurate  and  detailed  records  of all  investments,
receipts,  disbursements,  and  all  other  transactions  required  to be  made,
including such specific  records as shall be agreed upon in writing  between the
Company and the Trustee within  forty-five (45) days following the close of each
calendar year and within  forty-five  (45) days after the removal or resignation
of the Trustee.  The Trustee shall  deliver to the Company a written  account of
its  administration  of the Trust during such year or during the period from the
close of the last  preceding  year to the date of such  removal  or  resignation
setting forth all investments,  receipts,  disbursements and other  transactions
effected by it,  including  a  description  of all  securities  and  investments
purchased  and sold with the cost or net  proceeds  of such  purchases  or sales
(accrued  interest paid or receivable being shown  separately),  and showing all
cash, securities and other property held in the Trust at the end of such year or
as of the date of such removal or  resignation,  as the case may be. The Company
may approve such account by an instrument  in writing  delivered to the Trustee.
In the absence of the Company's  filing with the Trustee  objections to any such
account  within ninety (90) days after its receipt,  the Company shall be deemed
to have so approved such account.  In such case, or upon the written approval by
the Company of any such account,  the Trustee shall, to the extent  permitted by
law, be discharged from all liability to the Company for its acts or failures to
act described by such account.  The foregoing,  however,  shall not preclude the
Trustee from having its accounting settled by a court of competent jurisdiction.

Section 10.   Responsibility of The Trustee
              -----------------------------

(a)      The Trustee  shall act with the care,  skill,  prudence  and  diligence
         under the circumstances then prevailing that a prudent person acting in
         like  capacity and familiar  with such matters would use in the conduct
         of an  enterprise  of a like  character  and with like aims,  provided,
         however,  that the Trustee  shall incur no  liability to any person for
         any action taken pursuant to a direction,  request or approval given by
         the Company which is contemplated by, and in conformity with, the terms
         of the Plan or this  Trust  Agreement  and is given in  writing  by the
         Company. In the event of a dispute between the Company and a party, the
         Trustee may apply to a court of competent  jurisdiction  to resolve the
         dispute, subject, however to Section 2(d) hereof.

(b)      The Company hereby indemnifies the Trustee against losses, liabilities,
         claims, costs and expenses in connection with the administration of the
         Trust,  unless  resulting  from the gross  negligence  or misconduct of
         Trustee. To the extent the Company fails to make any payment on account
         of an  indemnity  provided in this  paragraph  10(b),  in a  reasonably
         timely manner,  the Trustee may obtain  payment from the Trust.  If the
         Trustee undertakes or defends any litigation arising in connection with
         this Trust or to protect a Participant's or Beneficiary's  rights under
         the Plan,  the Company  agrees to  indemnify  the  Trustee  against the
         Trustee's  costs,   reasonable  expenses  and  liabilities  (including,
         without limitation,  attorneys' fees and expenses) relating thereto and
         to be primarily  liable for such payments.  If the Company does not pay
         such costs, expenses and liabilities in a reasonably timely manner, the
         Trustee may obtain payment from the Trust.

                                       12
<PAGE>

(c)      Prior to a Change of  Control,  the  Trustee  may  consult  with  legal
         counsel  (who may  also be  counsel  for the  Company  generally)  with
         respect  to any of its duties or  obligations  hereunder.  Following  a
         Change of Control the Trustee  shall select legal  counsel  independent
         from the  Company's  counsel  and may  consult  with  counsel  or other
         experts  with  respect to its duties and with  respect to the rights of
         Participants or their Beneficiaries under the Plan.

(d)      The  Trustee  may  hire  agents,  accountants,   actuaries,  investment
         advisors,  financial consultants or other professionals to assist it in
         performing any of its duties or  obligations  hereunder and may rely on
         any determinations  made by such agents and information  provided to it
         by the Company.

(e)      The Trustee shall have, without exclusion,  all powers conferred on the
         Trustee by applicable law, unless expressly provided otherwise herein.

(f)      Notwithstanding  any powers  granted to the  Trustee  pursuant  to this
         Trust  Agreement or to  applicable  law, the Trustee shall not have any
         power  that  could  give this  Trust the  objective  of  carrying  on a
         business  and  dividing  the gains  therefrom,  within  the  meaning of
         section  301.7701-2  of the Procedure  and  Administrative  Regulations
         promulgated pursuant to the Internal Revenue Code.

Section 11.   Compensation and Expenses of The Trustee
              ----------------------------------------

The  Trustee's  compensation  shall be as agreed in writing from time to time by
the Company and the Trustee.  The Company shall pay all administrative  expenses
and the Trustee's fees and shall promptly reimburse the Trustee for any fees and
expenses  of its agents or such other  costs as the Trustee is entitled to incur
hereunder. If not so paid, the fees and expenses shall be paid from the Trust.

Section 12.   Resignation and Removal of The Trustee
              --------------------------------------

(a)      Prior to a Change of  Control,  the  Trustee  may resign at any time by
         written notice to the Company, which shall be effective sixty (60) days
         after  receipt of such notice  unless the Company and the Trustee agree
         otherwise.  Following a Change of Control,  the Trustee may resign only
         after the appointment of a successor Trustee.

(b)      The  Trustee  may be  removed  by the  Company  on sixty days (60) days
         notice or upon shorter notice accepted by the Trustee prior to a Change
         of Control.  Subsequent to a Change of Control, the Trustee may only be
         removed  by  the  Company  with  the  consent  of  a  majority  of  the
         Participants,  after  they  have been  informed  of the  identity  of a
         successor trustee.

(c)      If the Trustee  resigns within two years after a Change of Control,  as
         defined  herein,  the Company,  or if the Company fails to act within a
         reasonable period of time following such resignation, the Trustee shall
         apply to a court of competent  jurisdiction  for the  appointment  of a
         successor Trustee or for instructions.

                                       13
<PAGE>

(d)      Upon  resignation  or  removal  of the  Trustee  and  appointment  of a
         successor Trustee,  all assets shall subsequently be transferred to the
         successor  Trustee.  The transfer shall be completed  within sixty (60)
         days after  receipt  of notice of  resignation,  removal  or  transfer,
         unless the Company extends the time limit.

(e)      If the Trustee resigns or is removed, a successor shall be appointed by
         the Company,  in  accordance  with Section 13 hereof,  by the effective
         date of  resignation  or removal  under  paragraphs  (a) or (b) of this
         section. If no such appointment has been made, the Trustee may apply to
         a court of competent jurisdiction for appointment of a successor or for
         instructions.  All  expenses  of the  Trustee  in  connection  with the
         proceeding shall be allowed as administrative expenses of the Trust.

Section 13.   Appointment of Successor
              ------------------------

(a)      If the  Trustee  resigns or is removed in  accordance  with  Section 12
         hereof,  the Company may appoint,  subject to Section 12, another bank,
         not an affiliate of the Company or any other  grantor,  any third party
         national  banking  association with a market  capitalization  exceeding
         $100,000,000  to replace the Trustee upon  resignation or removal.  The
         successor Trustee shall have all of the rights and powers of the former
         Trustee,  including  ownership  rights in the Trust. The former Trustee
         shall execute any instrument  necessary or reasonably  requested by the
         Company or the successor Trustee to evidence the transfer.

(b)      The  successor  Trustee  need not  examine  the records and acts of any
         prior  Trustee  and may  retain or dispose of  existing  Trust  assets,
         subject to Section 8 and 9 hereof.  The successor  Trustee shall not be
         responsible  for  and  the  Company  shall  indemnify  and  defend  the
         successor Trustee from any claim or liability resulting from any action
         or inaction of any prior  Trustee or from any other past event,  or any
         condition existing at the time it becomes successor Trustee.

Section 14.   Amendment or Termination
              ------------------------

(a)      Prior to a Change of Control,  this Trust Agreement may be amended by a
         written   instrument   executed  by  the   Trustee  and  the   Company.
         Notwithstanding  the foregoing,  no such amendment  shall conflict with
         the terms of the Plan or shall  make the Trust  revocable  after it has
         become irrevocable in accordance with Section 1 hereof.

(b)      The Trust  shall not  terminate  until the date on which all  insurance
         premiums  listed on the  schedule  referred to in Section  2(c)(1) have
         been paid or  otherwise  satisfied,  and any  payments  required  under
         Section  2(c)(3) are  completed,  or until the Company  terminates  the
         Trust (if prior to a Change of Control).

(c)      Prior to a Change of  Control,  the Company  may  terminate  this Trust
         prior to the time all benefit  payments  under the Plan have been made.
         All  assets  in the  Trust  at  termination  shall be  returned  to the
         Company.

                                       14
<PAGE>

(d)      This Trust  Agreement  may not be amended or  terminated by the Company
         for seven (7) years  following a Change of Control  without the written
         consent of a majority of the Participants  except, if in the opinion of
         counsel  satisfactory  to the Trustee,  such  amendment is necessary to
         maintain  the tax  status of this Trust or the  inapplicability  of the
         Employee  Retirement  Income  Security  Act of 1974 as  amended to this
         Trust.

Section 15.   Change of Control
              -----------------

(a)      For purposes of this Trust, the following terms shall be defined as set
         forth below:

         (1)      Potential Change of Control shall mean:

                  (i)      the  purchase  or other  acquisition  by any  person,
                           entity or group of  persons,  within  the  meaning of
                           Section  13(d) or 14(d) of the  Exchange  Act, or any
                           comparable  successor  provisions,   other  than  the
                           trustee of any other trust or plan maintained for the
                           benefit of employees of the  Company,  of  beneficial
                           ownership   (within   the   meaning   of  Rule  13d-3
                           promulgated  under the Act) of 5  percent  or more of
                           either the outstanding  shares of common stock or the
                           combined   voting   power  of  the   Company's   then
                           outstanding   voting  securities   entitled  to  vote
                           generally;

                  (ii)     the  announcement  by any person of an  intention  to
                           take  actions  which  might  reasonably  result  in a
                           Change of Control of the Company;

                  (iii)    the issuance of a proxy statement by the Company with
                           respect to an election of  directors  for which there
                           is  proposed  one  or  more  directors  who  are  not
                           recommended  by the Board of Directors of the Company
                           or its  nominating  committee,  where the election of
                           such proposed director or directors would result in a
                           Change   of    Control    as   defined   in   Section
                           15(a)(2)(ii)(c); or

                  (iv)     submission to the Incumbent  Board (as defined below)
                           of nominations  which, if approved,  would change the
                           Executive  Officer  configuration  of the Company (at
                           the Executive Vice President  level and above) by 50%
                           or more.

         (2)      Change of Control shall mean:

                  (i)      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  15(a)(2)(i),  a Change of 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 (a)  directly
                           from the Company  that is  approved by the  Incumbent

                                       15
<PAGE>

                           Board,  (b) by  the  Company,  (c)  by  any  employee
                           benefit   plan  (or  related   trust)   sponsored  or
                           maintained by the Company or any  Subsidiary,  or (d)
                           by any Person pursuant to a Business Combination that
                           complies   with   clauses   (a),   (b)   and  (c)  of
                           subparagraph 15(a)(2)(ii), or

                  (ii)     Business Combinations. The consummation of a Business
                           ---------------------
                           Combination,   unless,   immediately  following  that
                           Business Combination, (a) 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"%)  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, (b) 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 (c) 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

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

                  (iv)     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 clauses (a),
                           (b) and (c) of subparagraph 15(a)(2)(ii).

For purposes of this paragraph 15(a), the following definitions will apply:

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


                                       16
<PAGE>

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

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

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

         "Incumbent  Board"  means a Board of  Directors  at least a majority of
         whom consist of individuals who either are (a) members of the Company's
         Board of  Directors  as of January 1, 2000,  or (b)  members who become
         members of the  Company's  Board of Directors  subsequent  to said date
         whose   election,   or   nomination   for  election  by  the  Company's
         shareholders,  was approved by a vote of at least two-thirds (") 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.

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

         "Subsidiary"  means an entity  more than fifty  percent  (50%) of whose
         equity interests are owned directly or indirectly by the Company.

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

For purposes of this Section  15(a),  the Incumbent  Board,  by a majority vote,
shall have the power to determine on the basis of information  known to them (a)
the number of shares  beneficially  owned by any  person,  entity or group;  (b)
whether there exists an agreement,  arrangement or understanding with another as
to matters  referred to in this Section  15(a);  and (c) such other matters with
respect to which a determination is necessary under this Section 15(a).

(b)      The General Counsel of the Company shall have the specific authority to
         determine  whether a  Potential  Change of Control or Change of Control
         has  transpired  under the guidance of this Section  15(a) and shall be
         required to give the Trustee notice of a Change of Control or Potential
         Change of  Control.  The  Trustee  shall be  entitled to rely upon such
         notice,  but if the Trustee receives notice of a Change of Control from
         another  source,  the  Trustee  shall  be  required  to  make  its  own
         independent determination.


                                       17
<PAGE>

Section 16.   Miscellaneous
              -------------

(a)      Any  provision  of this  Trust  Agreement  prohibited  by law  shall be
         ineffective to the extent of any such prohibition, without invalidating
         the remaining provisions hereof.

(b)      The  Company  hereby  represents  and  warrants  that the Plan has been
         established,   maintained  and  administered  in  accordance  with  all
         applicable  laws,  including  without  limitation,  ERISA.  The Company
         hereby  indemnifies  and agrees to hold the Trustee  harmless  from all
         liabilities,  including  attorney's fees, relating to or arising out of
         the  establishment,  maintenance and administration of the Plan. To the
         extent the Company does not pay any of such liabilities in a reasonably
         timely manner, the Trustee may obtain payment from the Trust.

(c)      Benefits  payable to Participants  and their  Beneficiaries  under this
         Trust Agreement may not be anticipated,  assigned  (either at law or in
         equity),  alienated,  pledged,  encumbered or subjected to  attachment,
         garnishment, levy, execution or other legal or equitable process.

(d)      This  Agreement  is  binding  upon the  successors  and  assigns of the
         Company and the Trustee.

(e)      This Trust  Agreement  shall be governed by and construed in accordance
         with the laws of North Carolina.

IN WITNESS WHEREOF,  this Grantor Trust Agreement has been executed on behalf of
the parties hereto on the day and year first above written.


                                                 EQUIFAX INC.


                                                 By: /s/John T. Chandler
                                                    -----------------------
                                                    Title:  Corporate V.P.
Attest

   /s/Charles Bowen
----------------------
Title:  Assistant V.P.

                  [Corporate Seal]

                                       18
<PAGE>

                                                 WACHOVIA BANK, N.A.


                                                 By:  /s/Joe O. Long
                                                     --------------------------
Attest                                               SVP/GE

   /s/John N. Smith, III
---------------------------
Title:  Assistant Secretary

                  [Corporate Seal]