Exhibit 10.2


COMMERCIAL PAPER DEALER AGREEMENT


4(2) PROGRAM


between


EQUIFAX INC., as Issuer


and


SUNTRUST CAPITAL MARKETS, INC.,
as Dealer


Concerning Notes to be issued pursuant to an Issuing and Paying Agency
Agreement, dated as of May 22, 2007, between the Issuer and JPMorgan Chase
Bank, National Association, as Issuing and Paying Agent


Dated as of May 22, 2007













COMMERCIAL PAPER DEALER AGREEMENT


4(2)
Program


This
agreement (the “Agreement”), dated as of May 22, 2007, sets forth the
understandings between Equifax Inc. (the “Issuer”) and SunTrust Capital
Markets, Inc. (the “Dealer”), each named on the cover page hereof, in
connection with the issuance and sale by the Issuer of its short-term
promissory notes (the “Notes”) through the Dealer.


Certain
terms used in this Agreement are defined in Section 6 hereof.


The
Addendum to this Agreement, and any Annexes or Exhibits described in this
Agreement or such Addendum, are hereby incorporated into this Agreement and
made fully a part hereof.


1.     Offers, Sales and Resales of
Notes.


1.1       While (i) the Issuer has and
shall have no obligation to sell the Notes to the Dealer or to permit the
Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii)
the Dealer has and shall have no obligation to purchase the Notes from the
Issuer or to arrange any sale of the Notes for the account of the Issuer, the
parties hereto agree that in any case where the Dealer purchases Notes from the
Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased
or sold by the Dealer in reliance on the representations, warranties, covenants
and agreements of the Issuer contained herein or made pursuant hereto and on
the terms and conditions and in the manner provided herein.


1.2       So long as this Agreement
shall remain in effect, and in addition to the limitations contained in Section
1.7 hereof, the Issuer shall not, without the consent of the Dealer, offer,
solicit or accept offers to purchase, or sell, any Notes except (a) in
transactions with one or more dealers which may from time to time after the
date hereof become dealers with respect to the Notes by executing with the
Issuer one or more agreements which contain provisions substantially identical
to those contained in Section 1 of this Agreement, of which the Issuer hereby
undertakes to provide the Dealer prompt notice or (b) in transactions with the
other dealers listed on the Addendum hereto, which are executing agreements
with the Issuer which contain provisions substantially identical to Section 1
of this Agreement contemporaneously herewith. 
So long as this Agreement is in effect, in no event shall the Issuer
offer, solicit or accept offers to purchase, or sell, any Notes directly on its
own behalf in transactions with persons other than broker-dealers as
specifically permitted in this Section 1.2.


1.3       The Notes shall be in a
minimum denomination of $250,000 or integral multiples of $1,000 in excess
thereof, will bear such interest rates, if interest bearing, or will be sold at
such discount from their face amounts, as shall be agreed upon by the Dealer
and the Issuer, shall have a maturity not exceeding 397 days from the date of
issuance and may have such terms as are specified in Exhibit C hereto or the
Private 



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Placement
Memorandum.   The Notes shall not contain
any provision for extension, renewal or automatic “rollover.”


1.4       The authentication and
issuance of, and payment for, the Notes shall be effected in accordance with
the Issuing and Paying Agency Agreement, and the Notes shall be either individual
physical certificates or book-entry notes evidenced by one or more master notes
(each, a “Master Note”) registered in the name of The Depository Trust Company
(“DTC”) or its nominee, in the form or forms annexed to the Issuing and Paying
Agency Agreement.


1.5       If the Issuer and the Dealer
shall agree on the terms of the purchase of any Note by the Dealer or the sale
of any Note arranged by the Dealer (including, but not limited to, agreement
with respect to the date of issue, purchase price, principal amount, maturity
and interest rate or interest rate index and margin (in the case of
interest-bearing Notes) or discount thereof (in the case of Notes issued on a
discount basis), and appropriate compensation for the Dealer’s services
hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be
issued and delivered in accordance with the terms of the Issuing and Paying
Agency Agreement and payment for such Note shall be made by the purchaser
thereof, either directly or through the Dealer, to the Issuing and Paying
Agent, for the account of the Issuer. 
Except as otherwise agreed, in the event that the Dealer is acting as an
agent and a purchaser shall either fail to accept delivery of or make payment
for a Note on the date fixed for settlement, the Dealer shall promptly notify
the Issuer, and if the Dealer has theretofore paid the Issuer for the Note, the
Issuer will promptly return such funds to the Dealer against its return of the
Note to the Issuer, in the case of a certificated Note, and upon notice of such
failure in the case of a book-entry Note. 
If such failure occurred for any reason other than default by the
Dealer, the Issuer shall reimburse the Dealer on an equitable basis for the
Dealer’s loss of the use of such funds for the period such funds were credited
to the Issuer’s account.


1.6       In the case of any agreement by the Dealer to purchase a Note hereunder
(other than as agent) which provides for a settlement date that is three New
York Business Days or more after the date of such agreement, the obligation of
the Dealer to purchase the Note under such agreement shall be subject to the
conditions set forth on Exhibit D.


1.7       The Dealer and the Issuer
hereby establish and agree to observe the following procedures in connection
with offers, sales and subsequent resales or other transfers of the Notes:


(a)   Offers and sales of the
Notes by or through the Dealer shall be made only to: (i) investors reasonably
believed by the Dealer to be Qualified Institutional Buyers, Institutional Accredited
Investors or Sophisticated Individual Accredited Investors and (ii) non-bank
fiduciaries or agents that will be purchasing Notes for one or more accounts,
each of which is reasonably believed by the Dealer to be an Institutional
Accredited Investor or Sophisticated Individual Accredited Investor.


(b)   Resales and other transfers
of the Notes by the holders thereof shall be made only in accordance with the
restrictions in the legend described in clause (e) below.



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(c)   No general solicitation or
general advertising shall be used in connection with the offering of the
Notes.  Without limiting the generality
of the foregoing, without the prior written approval of the Dealer, the Issuer
shall not issue any press release or place or publish any “tombstone” or other
advertisement relating to the Notes.


(d)   No sale of Notes to any one
purchaser shall be for less than $250,000 principal or face amount, and no Note
shall be issued in a smaller principal or face amount.  If the purchaser is a non-bank fiduciary acting
on behalf of others, each person for whom such purchaser is acting must
purchase at least $250,000 principal or face amount of Notes.


(e)   Offers and sales of the
Notes by the Issuer through the Dealer acting as agent for the Issuer shall be
made in accordance with Rule 506 under the Securities Act, and shall be subject
to the restrictions described in the legend appearing on Exhibit A hereto.  A legend substantially to the effect of such
Exhibit A shall appear as part of the Private Placement Memorandum used in
connection with offers and sales of Notes hereunder, as well as on each
individual certificate representing a Note and each Master Note representing
book-entry Notes offered and sold pursuant to this Agreement.


(f)    The Dealer shall furnish or
shall have furnished to each purchaser of Notes for which it has acted as the
dealer a copy of the then-current Private Placement Memorandum unless such
purchaser has previously received a copy of the Private Placement Memorandum as
then in effect.  The Private Placement
Memorandum shall expressly state that any person to whom Notes are offered
shall have an opportunity to ask questions of, and receive publicly available
information from, the Issuer and the Dealer and shall provide the names,
addresses and telephone numbers of the persons from whom information regarding
the Issuer may be obtained.


(g)   The Issuer agrees, for the
benefit of the Dealer and each of the holders and prospective purchasers from
time to time of the Notes that, if at any time the Issuer shall not be subject
to Section 13 or 15(d) of the Exchange Act, the Issuer will furnish, upon
request and at its expense, to the Dealer and to holders and prospective
purchasers of Notes information required by Rule 144A(d)(4)(i) in compliance
with Rule 144A(d).


(h)   In the event that any Note
offered or to be offered by the Dealer would be ineligible for resale under
Rule 144A(d)(3), the Issuer shall immediately notify the Dealer (by telephone,
confirmed in writing) of such fact and shall promptly prepare and deliver to
the Dealer an amendment or supplement to the Private Placement Memorandum
describing the Notes that are ineligible, the reason for such ineligibility and
any other relevant information relating thereto.


(i)    The Issuer represents that
it is not currently issuing commercial paper in the United States market in
reliance upon the exemption provided by Section 3(a)(3) 



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of
the Securities Act.  The Issuer agrees
that, if it shall issue commercial paper after the date hereof in reliance upon
such exemption (a) the proceeds from the sale of the Notes will be segregated
from the proceeds of the sale of any such commercial paper by being placed in a
separate account; (b) the Issuer will institute appropriate corporate
procedures to ensure that the offers and sales of notes issued by the Issuer
pursuant to the Section 3(a)(3) exemption are not integrated with offerings and
sales of Notes hereunder; and (c) the Issuer will comply with each of the
requirements of Section 3(a)(3) of the Securities Act in selling commercial
paper or other short-term debt securities other than the Notes in the United
States.


1.8           The Issuer
hereby represents and warrants to the Dealer, in connection with offers, sales
and resales of Notes, as follows:


(a)   The Issuer hereby confirms
to the Dealer that within the preceding six months neither the Issuer nor any
person other than the Dealer or the other dealers referred to in Section 1.2
hereof acting on behalf of the Issuer has offered or sold any Notes, or any
substantially similar security of the Issuer (including, without limitation,
medium-term notes issued by the Issuer), to, or solicited offers to buy any
such security from, any person other than the Dealer or the other dealers
referred to in Section 1.2 hereof.  The
Issuer also agrees that  as long as the
Notes are being offered for sale by the Dealer and the other dealers referred
to in Section 1.2 hereof as contemplated hereby and until at least six months
after the offer of Notes hereunder has been terminated, neither the Issuer nor
any person other than the Dealer or the other dealers referred to in Section
1.2 hereof (except as contemplated by Section 1.2 hereof) will offer the Notes
or any substantially similar security of the Issuer for sale to, or solicit
offers to buy any such security from, any person other than the Dealer or the
other dealers referred to in Section 1.2 hereof, it being understood that such
agreement is made with a view to bringing the offer and sale of the Notes
within the exemption provided by Section 4(2) of the Securities Act and Rule
506 thereunder and shall survive any termination of this Agreement.  The Issuer hereby represents and warrants
that it has not taken, and will not take, any action that would, and has not
omitted to take, and will not omit to take, any action the absence of which
would, cause the offering and sale of Notes hereunder to be integrated with any
other offering of securities, whether such offering is made by the Issuer or
some other party or parties.


(b)   The Issuer represents and
agrees that the proceeds of the sale of the Notes may be used for the purpose
of buying, carrying or trading securities within the meaning of Regulation T
and the interpretations thereunder by the Board of Governors of the Federal
Reserve System.  In the event that the
Issuer determines to use such proceeds for the purpose of buying, carrying or
trading securities, whether in connection with an acquisition of another
company or otherwise, the Issuer shall give the Dealer at least three (3)
business days’ prior written notice to that effect; provided, however,
that no such notice shall be required of the Issuer for purchases of securities
issued by the Issuer and purchased for immediate retirement.  The Issuer shall also give the Dealer prompt
notice of the actual date that it commences 



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to
purchase securities with the proceeds of the Notes.  Thereafter, in the event that the Dealer
purchases Notes as principal and does not resell such Notes on the day of such
purchase, to the extent necessary to comply with Regulation T and the
interpretations thereunder, the Dealer will sell such Notes either (i) only to
offerees it reasonably believes to be Qualified Institutional Buyers or to
Qualified Institutional Buyers it reasonably believes are acting for other
Qualified Institutional Buyers, in each case in accordance with Rule 144A or
(ii) in a manner which would not cause a violation of Regulation T and the
interpretations thereunder.


2.     Representations
and Warranties of Issuer.


The
Issuer represents and warrants that:


2.1       The Issuer is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all the requisite power and authority
to execute, deliver and perform its obligations under the Notes, this Agreement
and the Issuing and Paying Agency Agreement.


2.2       This Agreement and the
Issuing and Paying Agency Agreement have been duly authorized, executed and
delivered by the Issuer and constitute legal, valid and binding obligations of
the Issuer enforceable against the Issuer in accordance with their terms,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).


2.3       The Notes have been duly
authorized, and when issued as provided in the Issuing and Paying Agency
Agreement, will be duly and validly issued and will constitute legal, valid and
binding obligations of the Issuer enforceable against the Issuer in accordance
with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).


2.4       The offer and sale of the
Notes in the manner contemplated hereby do not require registration of the
Notes under the Securities Act, pursuant to the exemption from registration
contained in Section 4(2) thereof, and no indenture in respect of the Notes is
required to be qualified under the Trust Indenture Act of 1939, as amended.


2.5       The Notes will rank pari
passu with all other unsecured and unsubordinated indebtedness of the Issuer.


2.6       No consent or action of, or
filing or registration with, any governmental or public regulatory body or
authority, including the SEC, is required to authorize, or is otherwise
required in connection with the execution, delivery or performance of, this 



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Agreement,
the Notes or the Issuing and Paying Agency Agreement, except as may be required
by the securities or Blue Sky laws of the various states in connection with the
offer and sale of the Notes.


2.7       Neither
the execution and delivery of this Agreement and the Issuing and Paying Agency
Agreement, nor the issuance of the Notes in accordance with the Issuing and
Paying Agency Agreement, nor the fulfillment of or compliance with the terms
and provisions hereof or thereof by the Issuer, will (i) result in the creation
or imposition of any mortgage, lien, charge or encumbrance of any nature
whatsoever upon any of the properties or assets of the Issuer, or (ii) violate
or result in a breach or a default under any of the terms of the Issuer’s charter
documents or by-laws, any contract or instrument to which the Issuer is a party
or by which it or its property is bound, or any law or regulation, or any
order, writ, injunction or decree of any court or government instrumentality,
to which the Issuer is subject or by which it or its property is bound, which
breach or default might have a material adverse effect on the condition
(financial or otherwise), operations or business prospects of the Issuer or the
ability of the Issuer to perform its obligations under this Agreement, the
Notes or the Issuing and Paying Agency Agreement.


2.8       Except as otherwise
disclosed by the Issuer in the Company Information (as defined below), there is
no litigation or governmental proceeding pending, or to the knowledge of the
Issuer threatened, against or affecting the Issuer or any of its subsidiaries
which is reasonably likely to result in a material adverse change in the
condition (financial or otherwise), operations or business prospects of the
Issuer or the ability of the Issuer to perform its obligations under this
Agreement, the Notes or the Issuing and Paying Agency Agreement.


2.9       The Issuer is not an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


2.10     Neither the Private Placement
Memorandum nor the Company Information contains any untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


2.11     Each
(a) sale and issuance of Notes by the Issuer hereunder and (b) amendment or
supplement of the Private Placement Memorandum shall be deemed a representation
and warranty by the Issuer to the Dealer, as of the date and time thereof,
that, both before and after giving effect to such sale and issuance and after
giving effect to such amendment or supplement, (i) the representations and
warranties given by the Issuer set forth in this Section 2 remain true and
correct on and as of such date and time as if made on and as of such date and
at such time, and (ii) in the case of an issuance of Notes, the Notes being
issued on such date have been duly and validly issued and constitute legal,
valid and binding obligations of the Issuer, enforceable against the Issuer in
accordance with their terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors’ rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether enforcement
is sought in a 



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proceeding
in equity or at law) and (iii) in the case of an issuance or sale of Notes,
since the date of the most recent Private Placement Memorandum, there has been
no material adverse change in the condition (financial or otherwise),
operations or business prospects of the Issuer which has not been disclosed to
the Dealer in writing.


3.     Covenants
and Agreements of Issuer.


The
Issuer covenants and agrees that:


3.1       The Issuer will give the
Dealer prompt notice (but in any event prior to any subsequent sale or issuance
of Notes hereunder) of any amendment to, modification of or waiver with respect
to, the Notes or the Issuing and Paying Agency Agreement, including a complete
copy of any such amendment, modification or waiver.


3.2       The Issuer shall, whenever
there shall occur any change in the Issuer’s condition (financial or
otherwise), operations or business prospects or any development or occurrence
in relation to the Issuer that would be materially adverse to holders of the
Notes or potential holders of the Notes (including any downgrading or receipt
of any notice of intended or potential downgrading or any review for potential
change in the rating accorded any of the Issuer’s securities by any nationally
recognized statistical rating organization which has published a rating of the
Notes), promptly, and in any event prior to any subsequent sale or issuance of
Notes hereunder, notify the Dealer (by telephone, confirmed in writing) of such
materially adverse change, development or occurrence.


3.3       To the extent permitted by
applicable law, the Issuer shall from time to time furnish to the Dealer such
information as the Dealer may reasonably request, including, without
limitation, any press releases or publicly available material provided by the
Issuer to any national securities exchange or rating agency, regarding (i) the
Issuer’s operations and financial condition, (ii) the due authorization and
execution of the Notes and (iii) the Issuer’s ability to pay the Notes as they
mature.


3.4       The Issuer will take all
such action as the Dealer may reasonably request to ensure that each offer and
each sale of the Notes will comply with any applicable state Blue Sky laws;
provided, however, that the Issuer shall not be obligated to file any general consent
to service of process or to qualify as a foreign corporation in any
jurisdiction in which it is not so qualified or subject itself to taxation in
respect of doing business in any jurisdiction in which it is not otherwise so
subject.


3.5       The Issuer will not be in
default of any of its obligations hereunder, under the Notes or under the
Issuing and Paying Agency Agreement, at any time that any of the Notes are
outstanding.


3.6       The Issuer shall not issue
or sell Notes hereunder until the Dealer shall have received (a) an opinion of
counsel to the Issuer, addressed to the Dealer, reasonably 



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satisfactory
in form and substance to the Dealer, (b) a copy of the executed Issuing and
Paying Agency Agreement as then in effect, (c) a copy of resolutions adopted by
the Board of Directors of the Issuer, satisfactory in form and substance to the
Dealer and certified by the Secretary or similar officer of the Issuer,
authorizing execution and delivery by the Issuer of this Agreement, the Issuing
and Paying Agency Agreement and the Notes and consummation by the Issuer of the
transactions contemplated hereby and thereby, (d) prior to the issuance of any
book-entry Notes represented by a master note registered in the name of DTC or
its nominee, a copy of the executed Letter of Representations among the Issuer,
the Issuing and Paying Agent and DTC and of the executed master note, (e) prior
to the issuance of any Notes in physical form, a copy of such form (unless
attached to this Agreement or the Issuing and Paying Agency Agreement) and (f)
such other certificates, opinions, letters and documents as the Dealer shall
have reasonably requested.


3.7       The Issuer shall reimburse
the Dealer for all of the Dealer’s reasonable out-of-pocket expenses related to
this Agreement, including expenses incurred in connection with its preparation
and negotiation, and the transactions contemplated hereby (including, but not
limited to, the reasonable costs of printing and distribution of the Private
Placement Memorandum), but not including the fees and out-of-pocket expenses of
the Dealer’s counsel.


3.8       Without limiting any
obligation of the Issuer pursuant to this Agreement to provide the Dealer with
credit and financial information, the Issuer hereby acknowledges and agrees
that the Dealer may share the Company Information and any other publicly
available information or matters relating to the Issuer or the transactions
contemplated hereby with affiliates of the Dealer, including, but not limited
to, Bank of America, N.A., and that such affiliates may likewise share such
publicly available information relating to the Issuer or such transactions with
the Dealer.


4.     Disclosure.


4.1       The Private Placement
Memorandum and its contents (other than the Dealer Information) shall be the
sole responsibility of the Issuer.  The
Private Placement Memorandum shall contain a statement expressly offering an
opportunity for each prospective purchaser to ask questions of, and receive
answers with publicly available information from, the Issuer concerning the offering
of Notes and to obtain relevant additional publicly available information which
the Issuer possesses or can acquire without unreasonable effort or
expense.  Notwithstanding the foregoing,
nothing in this Agreement or the Private Placement Memorandum shall obligate
the Issuer to provide information which has not been previously made available
to the public.


4.2       The Issuer agrees to
promptly furnish the Dealer with any material public Company Information, as it
becomes available.


4.3       (a) The Issuer further
agrees to notify the Dealer by delivering a copy of the relevant public filing
made with the SEC, promptly upon the occurrence of any event relating 



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to
or affecting the Issuer that would cause the Company Information then in
existence to include an untrue statement of a material fact or to omit to state
a material fact necessary in order to make the statements contained therein, in
light of the circumstances under which they are made, not misleading.


(b)       In the event that the Issuer gives the Dealer notice pursuant to
Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is
holding in inventory, the Issuer agrees promptly to supplement or amend the
Private Placement Memorandum so that the Private Placement Memorandum, as
amended or supplemented, shall not contain an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and the Issuer shall make such supplement or amendment available to
the Dealer.


(c)       In the event that (i) the Issuer gives the Dealer notice pursuant to
Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then
holding Notes in inventory and (iii) the Issuer chooses not to promptly
amend or supplement the Private Placement Memorandum in the manner described in
clause (b) above, then all solicitations and sales of Notes shall be suspended
until such time as the Issuer has so amended or supplemented the Private Placement
Memorandum, and made such amendment or supplement available to the Dealer.


5.     Indemnification
and Contribution.


5.1       The Issuer will indemnify
and hold harmless the Dealer, each individual, corporation, partnership, trust,
association or other entity controlling the Dealer, any affiliate of the Dealer
or any such controlling entity and their respective directors, officers,
employees, partners, incorporators, shareholders, servants, trustees and agents
(hereinafter the “Indemnitees”) against any and all liabilities, penalties,
suits, causes of action, losses, damages, claims, costs and expenses
(including, without limitation, reasonable fees and disbursements of counsel)
or judgments of whatever kind or nature (each a “Claim”), imposed upon,
incurred by or asserted against the Indemnitees (i) arising out of or based
upon any allegation that the Private Placement Memorandum, the Company
Information or any information provided by the Issuer to the Dealer included
(as of any relevant time) or includes an untrue statement of a material fact or
omitted (as of any relevant time) or omits to state any material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading or (ii) arising out of or based upon the breach by
the Issuer of any agreement, covenant or representation made in or pursuant to
this Agreement.  The Issuer and the
Dealer agree that the Issuer shall have no liability under this section for any
Claim arising out of or based on Dealer Information.


5.2       Provisions relating to
claims made for indemnification under this Section 5 are set forth on Exhibit B
to this Agreement.



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5.3       In order to provide for just
and equitable contribution in circumstances in which the indemnification
provided for in this Section 5 is held to be unavailable or insufficient to
hold harmless the Indemnitees, although applicable in accordance with the terms
of this Section 5, the Issuer shall contribute to the aggregate costs incurred
by the Dealer in connection with any Claim in the proportion of the respective
economic interests of the Issuer and the Dealer; provided, however, that such
contribution by the Issuer shall be in an amount such that the aggregate costs
incurred by the Dealer do not exceed the aggregate of the commissions and fees
earned by the Dealer hereunder with respect to the issue or issues of Notes to
which such Claim relates.  The respective
economic interests shall be calculated by reference to the aggregate proceeds
to the Issuer of the Notes issued hereunder and the aggregate commissions and
fees earned by the Dealer hereunder.


6.     Definitions.


6.1       “Claim” shall have the
meaning set forth in Section 5.1.


6.2       “Company Information” at any
given time shall mean the Private Placement Memorandum together with, to the
extent applicable, (i) the Issuer’s most recent report on Form 10-K filed with
the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC
since the most recent Form 10-K, (ii) the Issuer’s most recent annual audited
financial statements and each published interim financial statement or report
prepared subsequent thereto, if not included in item (i) above, (iii) the
Issuer’s other publicly available recent reports, including, but not limited
to, any publicly available filings or reports provided to its shareholders,
(iv) any other information or disclosure prepared pursuant to Section 4.3
hereof and (v) any information prepared or approved by the Issuer for
dissemination to investors or potential investors in the Notes.


6.3       “Dealer Information” shall
mean material concerning the Dealer provided by the Dealer in writing expressly
for inclusion in the Private Placement Memorandum.


6.4       “Exchange Act” shall mean
the U.S. Securities Exchange Act of 1934, as amended.


6.5       “Indemnitee” shall have the
meaning set forth in Section 5.1.


6.6       “Institutional Accredited
Investor” shall mean an institutional investor that is an accredited investor
within the meaning of Rule 501 under the Securities Act and that has such
knowledge and experience in financial and business matters that it is capable
of evaluating and bearing the economic risk of an investment in the Notes,
including, but not limited to, a bank, as defined in Section 3(a)(2) of the
Securities Act, or a savings and loan association or other institution, as
defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its
individual or fiduciary capacity.



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6.7       “Issuing and Paying Agency
Agreement” shall mean the issuing and paying agency agreement described on the
cover page of this Agreement, as such agreement may be amended or supplemented
from time to time.


6.8       “Issuing and Paying Agent”
shall mean the party designated as such on the cover page of this Agreement, as
issuing and paying agent under the Issuing and Paying Agency Agreement, or any
successor thereto in accordance with the Issuing and Paying Agency Agreement.


6.9       “Non-bank fiduciary or agent”
shall mean a fiduciary or agent other than (a) a bank, as defined in Section
3(a)(2) of the Securities Act, or (b) a savings and loan association, as
defined in Section 3(a)(5)(A) of the Securities Act.


6.10     “Private Placement
Memorandum” shall mean offering materials prepared in accordance with Section 4
(including materials referred to therein or incorporated by reference therein,
if any) provided to purchasers and prospective purchasers of the Notes, and
shall include amendments and supplements thereto which may be prepared from
time to time in accordance with this Agreement (other than any amendment or
supplement that has been completely superseded by a later amendment or
supplement).


6.11     “Qualified Institutional
Buyer” or “QIB” shall have the meaning assigned to that term in Rule 144A under
the Securities Act.


6.12      “Rule 144A” shall mean Rule
144A under the Securities Act.


6.13     “SEC” shall mean the U.S.
Securities and Exchange Commission.


6.14     “Securities Act” shall mean
the U.S. Securities Act of 1933, as amended.


6.15     “Sophisticated Individual
Accredited Investor” shall mean an individual who (a) is an accredited investor
within the meaning of Regulation D under the Securities Act and (b) based on
his or her pre-existing relationship with the Dealer, is reasonably believed by
the Dealer to be a sophisticated investor (i) possessing such knowledge and
experience (or represented by a fiduciary or agent possessing such knowledge
and experience) in financial and business matters that he or she is capable of
evaluating and bearing the economic risk of an investment in the Notes and (ii)
having not less than $5 million in investments (as defined, for purposes of
this section, in Rule 2a51-1 under the Investment Company Act of 1940, as
amended).


7.     General


7.1       Unless otherwise expressly
provided herein, all notices under this Agreement to parties hereto shall be in
writing and shall be effective when received at the address of the respective
party set forth in the Addendum to this Agreement.



 12
 









7.2       This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to its conflict of laws provisions.


7.3       The Issuer agrees that any
suit, action or proceeding brought by the Issuer against the Dealer in
connection with or arising out of this Agreement or the Notes or the offer and
sale of the Notes shall be brought solely in the United States federal courts
located in the Borough of Manhattan or the courts of the State of New York
located in the Borough of Manhattan. 
EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN
ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


7.4       This Agreement may be
terminated, at any time, by the Issuer, upon one business day’s prior notice to
such effect to the Dealer, or by the Dealer upon one business day’s prior
notice to such effect to the Issuer.  Any
such termination, however, shall not affect the obligations of the Issuer under
Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties,
agreements, covenants, rights or responsibilities of the parties made or
arising prior to the termination of this Agreement.


7.5       This Agreement is not
assignable by either party hereto without the written consent of the other
party; provided, however, that the Dealer may assign its rights and obligations
under this Agreement to any affiliate of the Dealer.


7.6       This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.


7.7       This Agreement is for the
exclusive benefit of the parties hereto, and their respective permitted
successors and assigns hereunder, and shall not be deemed to give any legal or
equitable right, remedy or claim to any other person whatsoever.


7.8       The
Issuer acknowledges and agrees that (i) purchases and sales, or placements, of
the Notes pursuant to this Agreement, including the determination of any prices
for the Notes and Dealer compensation, are arm’s-length commercial transactions
between the Issuer and the Dealer, (ii) in connection therewith and with the
process leading to such transactions, the Dealer is acting solely as a
principal and not the agent (except to the extent explicitly set forth herein)
or fiduciary of the Issuer or any of its affiliates, (iii) the Dealer has not
assumed an advisory or fiduciary responsibility in favor of the Issuer or any
of its affiliates with respect to the offering contemplated hereby or the
process leading thereto (irrespective of whether the Dealer has advised or is
currently advising the Issuer or any of its affiliates on other matters) or any
other obligation to the Issuer or any of its affiliates except the obligations
expressly set forth in this Agreement, (iv) the Issuer is capable of evaluating
and understanding and understands and accepts the terms, risks and conditions
of the transactions contemplated by this Agreement, (v) the Dealer and its
affiliates may be engaged in a broad range of transactions that involve
interests that 



 13
 









differ from those of the Issuer and that the Dealer has
no obligation to disclose any of those interests by virtue of any advisory or
fiduciary relationship, (vi) the Dealer has not provided any legal, accounting,
regulatory or tax advice with respect to the transactions contemplated hereby,
and (vii) the Issuer has consulted its own legal and financial advisors to the
extent it deemed appropriate. The Issuer agrees that it will not claim that the
Dealer has rendered advisory services of any nature or respect, or owes a
fiduciary or similar duty to the Issuer in connection with such transactions or
the process leading thereto.  Any review
by the Dealer of the Issuer, the transactions contemplated hereby or other
matters relating to such transactions shall be performed solely for the benefit
of the Dealer and shall not be on behalf of the Issuer.  The Issuer hereby waives and releases, to the
fullest extent permitted by law, any claims the Issuer may have against the
Dealer with respect to any breach or alleged breach of fiduciary duty arising
out of the offer and sale of the Notes.


7.9       This
Agreement supersedes all prior agreements and understandings (whether written
or oral) between the Issuer and the Dealer with respect to the subject matter
hereof.



 14














IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date and
year first above written.


	
  

  	
  EQUIFAX INC.,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  CAPITAL MARKETS, INC,

  
	
   

  	
  as Dealer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 15
 








Addendum


The following additional
clauses shall apply to the Agreement and be deemed a part thereof.


1.     The other dealer referred to
in clause (b) of Section 1.2 of the Agreement is Banc of America Securities
LLC.


2.     The addresses of the
respective parties for purposes of notices under Section 7.1 are as follows:


	
  For the Issuer:

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  Equifax Inc.

  
	
   

  	
  1550 Peachtree St., N.W.

  
	
   

  	
  Atlanta, GA 30309

  
	
   

  	
   

  
	
  Attention:

  	
  Mark Young, Senior Vice President and Treasurer

  
	
   

  	
   

  
	
  Telephone number:

  	
  (404) 885-8226

  
	
   

  	
   

  
	
  Fax number:

  	
  (404) 885-8121

  
	
   

  	
   

  
	
  With a copy to:

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  Equifax Inc.

  
	
   

  	
  1550 Peachtree St., N.W.

  
	
   

  	
  Atlanta, GA 30309

  
	
   

  	
   

  
	
  Attention:

  	
  Dean Arvidson, Vice President and Deputy General
  Counsel

  
	
   

  	
   

  
	
  Telephone number:

  	
  (404) 885-8045

  
	
   

  	
   

  
	
  Fax number:

  	
  (404) 885-8800

  
	
   

  	
   

  
	
  For the Dealer:

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  SunTrust Capital Markets, Inc.

  
	
   

  	
   

  
	
   

  	
  303 Peachtree Street

  
	
   

  	
   

  
	
   

  	
  Atlanta, GA 30308

  
	
   

  	
   

  
	
  Attention:

  	
  Money Markets Desk, 23rd Floor

  
	
   

  	
   

  
	
  Telephone number:

  	
  (40) 588-8445

  
	
   

  	
   

  
	
  Fax number:

  	
  (404) 588-7005

  



 



 16
 








Exhibit A


Form of Legend for Private Placement Memorandum and Notes


THE NOTES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY
IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER
WILL BE DEEMED TO REPRESENT THAT (I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO
INVESTIGATE MATTERS RELATING TO THE ISSUER AND THE NOTES, (II) IT IS NOT
ACQUIRING SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND (III) IT IS
EITHER (A)(1) AN INSTITUTIONAL INVESTOR OR SOPHISTICATED INDIVIDUAL INVESTOR
THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT
AND WHICH, IN THE CASE OF AN INDIVIDUAL, (i) POSSESSES SUCH KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF
EVALUATING AND BEARING THE ECONOMIC RISK OF AN INVESTMENT IN THE NOTES AND (ii)
HAS NOT LESS THAN $5 MILLION IN INVESTMENTS (AN “INSTITUTIONAL ACCREDITED
INVESTOR” OR “SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR”, RESPECTIVELY) AND
(2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION
3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS
DEFINED IN SECTION 3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY
CAPACITY OR (iii) A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND
LOAN ASSOCIATION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH
ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR OR SOPHISTICATED
INDIVIDUAL ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL BUYER (“QIB”)
WITHIN THE MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS
OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH ACCOUNTS IS A QIB; AND
THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY UPON THE
EXEMPTION FROM THE REGISTRATION PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY
RULE 144A.  BY ITS ACCEPTANCE OF A NOTE,
THE PURCHASER THEREOF SHALL ALSO BE DEEMED TO AGREE THAT ANY RESALE OR OTHER
TRANSFER THEREOF WILL BE MADE ONLY (A) IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE ACT, EITHER (1) TO THE ISSUER OR TO A PLACEMENT AGENT
DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT FOR THE NOTES (COLLECTIVELY, THE “PLACEMENT
AGENTS”), NONE OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE SUCH NOTE, (2)
THROUGH A PLACEMENT AGENT TO AN INSTITUTIONAL ACCREDITED INVESTOR,
SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR OR A QIB, OR (3) TO A QIB IN A
TRANSACTION THAT MEETS THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS
OF $250,000.



 17
 








Exhibit B


Further Provisions Relating to Indemnification


(a)   The Issuer
agrees to reimburse each Indemnitee for all expenses (including reasonable fees
and disbursements of external counsel) as they are incurred by it in connection
with investigating or defending any loss, claim, damage, liability or action in
respect of which indemnification may be sought under Section 5 of the Agreement
(whether or not it is a party to any such proceedings).


(b)   Promptly after
receipt by an Indemnitee of notice of the existence of a Claim, such Indemnitee
will, if a claim in respect thereof is to be made against the Issuer, notify
the Issuer in writing of the existence thereof; provided that (i) the omission
so to notify the Issuer will not relieve the Issuer from any liability which it
may have hereunder unless and except to the extent it did not otherwise learn
of such Claim and such failure results in the forfeiture by the Issuer of
substantial rights and defenses, and (ii) the omission so to notify the Issuer
will not relieve it from liability which it may have to an Indemnitee otherwise
than on account of this indemnity agreement. 
In case any such Claim is made against any Indemnitee and it notifies
the Issuer of the existence thereof, the Issuer will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to the
Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory
to such Indemnitee; provided that if the defendants in any such Claim include
both the Indemnitee and the Issuer, and the Indemnitee shall have concluded
that there may be legal defenses available to it which are different from or
additional to those available to the Issuer, the Issuer shall not have the
right to direct the defense of such Claim on behalf of such Indemnitee, and the
Indemnitee shall have the right to select separate counsel to assert such legal
defenses on behalf of such Indemnitee. 
Upon receipt of notice from the Issuer to such Indemnitee of the Issuer’s
election so to assume the defense of such Claim and approval by the Indemnitee
of counsel, the Issuer will not be liable to such Indemnitee for expenses
incurred thereafter by the Indemnitee in connection with the defense thereof
(other than reasonable costs of investigation) unless (i) the Indemnitee shall
have employed separate counsel in connection with the assertion of legal
defenses in accordance with the proviso to the next preceding sentence (it
being understood, however, that the Issuer shall not be liable for the expenses
of more than one separate counsel (in addition to any local counsel in the
jurisdiction in which any Claim is brought), selected by such Indemnitees,
representing the Indemnitees who are party to such Claim; provided, further,
that if the defendants in any such Claim include multiple Indemnitees, all such
Indemnitees shall be entitled to select only one counsel to serve as separate
counsel for all of the Indemnitees, unless such Indemnitees have concluded that
there may be legal defenses available to an Indemnitee which are different from
or additional to those available to any other Indemnitee, in which case any
such Indemnitee with different or additional legal defenses shall have the
right to select separate counsel from any other Indemnitees to assert such
legal defenses on behalf of such Indemnitee), (ii) the Issuer shall not have
employed counsel reasonably satisfactory to the Indemnitee to represent the
Indemnitee within a reasonable time after notice of existence of the Claim or
(iii) the Issuer has authorized in writing the employment of counsel for the
Indemnitee.  The indemnity, reimbursement
and contribution obligations of the Issuer hereunder shall be in 



 18
 








addition to any other
liability the Issuer may otherwise have to an Indemnitee and shall be binding
upon and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Issuer and any Indemnitee.  The Issuer agrees that without the Dealer’s
prior written consent, it will not settle, compromise or consent to the entry
of any judgment in any Claim in respect of which indemnification may be sought
under the indemnification provision of the Agreement (whether or not the Dealer
or any other Indemnitee is an actual or potential party to such Claim), unless
such settlement, compromise or consent (i) includes an unconditional release of
each Indemnitee from all liability arising out of such Claim and (ii) does not
include a statement as to or an admission of fault, culpability or failure to
act, by or on behalf of any Indemnitee.



 19
 








Exhibit C


Statement of Terms for Interest – Bearing Commercial Paper Notes of
Equifax Inc.


THE PROVISIONS SET FORTH
BELOW ARE QUALIFIED TO THE EXTENT APPLICABLE BY THE TRANSACTION SPECIFIC
PRIVATE PLACEMENT MEMORANDUM SUPPLEMENT (THE “SUPPLEMENT”) (IF ANY) SENT TO
EACH PURCHASER AT THE TIME OF THE TRANSACTION.


1.  General.  (a) 
The obligations of the Issuer to which these terms apply (each a “Note”)
are represented by one or more Master Notes (each, a “Master Note”) issued in
the name of (or of a nominee for) The Depository Trust Company (“DTC”), which
Master Note includes the terms and provisions for the Issuer’s Interest-Bearing
Commercial Paper Notes that are set forth in this Statement of Terms, since
this Statement of Terms constitutes an integral part of the Underlying Records
as defined and referred to in the Master Note.


(b)  “Business Day” means any day other than a
Saturday or Sunday that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, executive order or regulation
to be closed in New York City and, with respect to LIBOR Notes (as defined
below) is also a London Business Day.  “London
Business Day” means, a day, other than a Saturday or Sunday, on which dealings
in deposits in U.S. dollars are transacted in the London interbank market.


2.  Interest.  (a) 
Each Note will bear interest at a fixed rate (a “Fixed Rate Note”) or at
a floating rate (a “Floating Rate Note”).


(b)  The Supplement sent to each holder of such
Note will describe the following terms: (i) whether such Note is a Fixed Rate
Note or a Floating Rate Note and whether such Note is an Original Issue
Discount Note (as defined below); (ii) the date on which such Note will be
issued (the “Issue Date”); (iii) the Stated Maturity Date (as defined below);
(iv) if such Note is a Fixed Rate Note, the rate per annum at which such Note
will bear interest, if any, and the Interest Payment Dates; (v) if such Note is
a Floating Rate Note, the Base Rate, the Index Maturity, the Interest Reset
Dates, the Interest Payment Dates and the Spread and/or Spread Multiplier, if
any (all as defined below), and any other terms relating to the particular
method of calculating the interest rate for such Note; and (vi) any other terms
applicable specifically to such Note.  “Original
Issue Discount Note” means a Note which has a stated redemption price at the
Stated Maturity Date that exceeds its Issue Price by more than a specified de
minimis amount and which the Supplement indicates will be an “Original Issue
Discount Note”.


(c)  Each Fixed Rate Note will bear interest from
its Issue Date at the rate per annum specified in the Supplement until the
principal amount thereof is paid or made available for payment.  Interest on each Fixed Rate Note will be
payable on the dates specified in the Supplement (each an “Interest Payment
Date” for a Fixed Rate Note) and on the Maturity Date (as defined below).  Interest on Fixed Rate Notes will be computed
on the basis of a 360-day year of twelve 30-day months.



 20
 








If any Interest Payment Date
or the Maturity Date of a Fixed Rate Note falls on a day that is not a Business
Day, the required payment of principal, premium, if any, and/or interest will
be payable on the next succeeding Business Day, and no additional interest will
accrue in respect of the payment made on that next succeeding Business Day.


(d)  The interest rate on each Floating Rate Note
for each Interest Reset Period (as defined below) will be determined by
reference to an interest rate basis (a “Base Rate”) plus or minus a number of
basis points (one basis point equals one-hundredth of a percentage point) (the “Spread”),
if any, and/or multiplied by a certain percentage (the “Spread Multiplier”), if
any, until the principal thereof is paid or made available for payment.  The Supplement will designate which of the
following Base Rates is applicable to the related Floating Rate Note: (a) the
CD Rate (a “CD Rate Note”), (b) the Commercial Paper Rate (a “Commercial Paper
Rate Note”), (c) the Federal Funds Rate (a “Federal Funds Rate Note”), (d)
LIBOR (a “LIBOR Note”), (e) the Prime Rate (a “Prime Rate Note”), (f) the
Treasury Rate (a “Treasury Rate Note”) or (g) such other Base Rate as may be
specified in such Supplement.


The rate of interest on each
Floating Rate Note will be reset daily, weekly, monthly, quarterly or
semi-annually (the “Interest Reset Period”). 
The date or dates on which interest will be reset (each an “Interest
Reset Date”) will be, unless otherwise specified in the Supplement, in the case
of Floating Rate Notes which reset daily, each Business Day, in the case of
Floating Rate Notes (other than Treasury Rate Notes) that reset weekly, the
Wednesday of each week; in the case of Treasury Rate Notes that reset weekly,
the Tuesday of each week; in the case of Floating Rate Notes that reset monthly,
the third Wednesday of each month; in the case of Floating Rate Notes that
reset quarterly, the third Wednesday of March, June, September and December;
and in the case of Floating Rate Notes that reset semiannually, the third
Wednesday of the two months specified in the Supplement.  If any Interest Reset Date for any Floating
Rate Note is not a Business Day, such Interest Reset Date will be postponed to
the next day that is a Business Day, except that in the case of a LIBOR Note,
if such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day. Interest on each
Floating Rate Note will be payable monthly, quarterly or semiannually (the “Interest
Payment Period”) and on the Maturity Date. 
Unless otherwise specified in the Supplement, and except as provided
below, the date or dates on which interest will be payable (each an “Interest
Payment Date” for a Floating Rate Note) will be, in the case of Floating Rate
Notes with a monthly Interest Payment Period, on the third Wednesday of each
month; in the case of Floating Rate Notes with a quarterly Interest Payment
Period, on the third Wednesday of March, June, September and December; and in
the case of Floating Rate Notes with a semiannual Interest Payment Period, on
the third Wednesday of the two months specified in the Supplement.  In addition, the Maturity Date will also be
an Interest Payment Date.


If any Interest Payment Date
for any Floating Rate Note (other than an Interest Payment Date occurring on
the Maturity Date) would otherwise be a day that is not a Business Day, such
Interest Payment Date shall be postponed to the next day that is a Business
Day, except that in the case of a LIBOR Note, if such Business Day is in the
next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding Business 



 21
 








Day.  If the Maturity Date of a Floating Rate Note
falls on a day that is not a Business Day, the payment of principal and
interest will be made on the next succeeding Business Day, and no interest on
such payment shall accrue for the period from and after such maturity.


Interest payments on each
Interest Payment Date for Floating Rate Notes will include accrued interest
from and including the Issue Date or from and including the last date in
respect of which interest has been paid, as the case may be, to, but excluding,
such Interest Payment Date.  On the
Maturity Date, the interest payable on a Floating Rate Note will include
interest accrued to, but excluding, the Maturity Date.  Accrued interest will be calculated by
multiplying the principal amount of a Floating Rate Note by an accrued interest
factor.  This accrued interest factor
will be computed by adding the interest factors calculated for each day in the
period for which accrued interest is being calculated.  The interest factor (expressed as a decimal)
for each such day will be computed by dividing the interest rate applicable to
such day by 360, in the cases where the Base Rate is the CD Rate, Commercial Paper
Rate, Federal Funds Rate, LIBOR or Prime Rate, or by the actual number of days
in the year, in the case where the Base Rate is the Treasury Rate.  The interest rate in effect on each day will
be (i) if such day is an Interest Reset Date, the interest rate with respect to
the Interest Determination Date (as defined below) pertaining to such Interest
Reset Date, or (ii) if such day is not an Interest Reset Date, the interest
rate with respect to the Interest Determination Date pertaining to the next preceding
Interest Reset Date, subject in either case to any adjustment by a Spread
and/or a Spread Multiplier.


The “Interest Determination
Date” where the Base Rate is the CD Rate or the Commercial Paper Rate will be
the second Business Day next preceding an Interest Reset Date.  The Interest Determination Date where the
Base Rate is the Federal Funds Rate or the Prime Rate will be the Business Day
next preceding an Interest Reset Date. 
The Interest Determination Date where the Base Rate is LIBOR will be the
second London Business Day next preceding an Interest Reset Date.  The Interest Determination Date where the
Base Rate is the Treasury Rate will be the day of the week in which such
Interest Reset Date falls when Treasury Bills are normally auctioned.  Treasury Bills are normally sold at auction
on Monday of each week, unless that day is a legal holiday, in which case the
auction is held on the following Tuesday or the preceding Friday.  If an auction is so held on the preceding
Friday, such Friday will be the Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week.


The “Index Maturity” is the
period to maturity of the instrument or obligation from which the applicable
Base Rate is calculated.


The “Calculation Date,”
where applicable, shall be the earlier of (i) the tenth calendar day following
the applicable Interest Determination Date or (ii) the Business Day preceding
the applicable Interest Payment Date or Maturity Date.


All times referred to herein
reflect New York City time, unless otherwise specified.


The Issuer shall specify in
writing to the Issuing and Paying Agent which party will be the calculation
agent (the “Calculation Agent”) with respect to the Floating Rate Notes.  The 



 22
 








Calculation Agent will provide
the interest rate then in effect and, if determined, the interest rate which
will become effective on the next Interest Reset Date with respect to such
Floating Rate Note to the Issuing and Paying Agent as soon as the interest rate
with respect to such Floating Rate Note has been determined and as soon as
practicable after any change in such interest rate.


All percentages resulting
from any calculation on Floating Rate Notes will be rounded to the nearest one
hundred-thousandth of a percentage point, with five-one millionths of a
percentage point rounded upwards.  For
example, 9.876545% (or .09876545) would be rounded to 9.87655% (or
..0987655).  All dollar amounts used in or
resulting from any calculation on Floating Rate Notes will be rounded, in the case
of U.S. dollars, to the nearest cent or, in the case of a foreign currency, to
the nearest unit (with one-half cent or unit being rounded upwards).


CD Rate Notes


“CD Rate” means the rate on
any Interest Determination Date for negotiable certificates of deposit having
the Index Maturity as published by the Board of Governors of the Federal
Reserve System (the “FRB”) in “Statistical Release H.15(519), Selected Interest
Rates” or any successor publication of the FRB (“H.15(519)”) under the heading “CDs
(Secondary Market)”.


If the above rate is not
published in H.15(519) by 3:00 p.m. on the Calculation Date, the CD Rate will
be the rate on such Interest Determination Date set forth in the daily update
of H.15(519), available through the world wide website of the FRB at
http://www.federalreserve.gov/releases/h15/Update, or any successor site or
publication or other recognized electronic source used for the purpose of
displaying the applicable rate (“H.15 Daily Update”) under the caption “CDs
(Secondary Market)”.


If such rate is not
published in either H.15(519) or H.15 Daily Update by 3:00 p.m. on the
Calculation Date, the Calculation Agent will determine the CD Rate to be the
arithmetic mean of the secondary market offered rates as of 10:00 a.m. on such
Interest Determination Date of three leading nonbank dealers(1)  in negotiable U.S. dollar certificates of
deposit in New York City selected by the Calculation Agent for negotiable U.S.
dollar certificates of deposit of major United States money center banks of the
highest credit standing in the market for negotiable certificates of deposit
with a remaining maturity closest to the Index Maturity in the denomination of
$5,000,000.


If the dealers selected by
the Calculation Agent are not quoting as set forth above, the CD Rate will
remain the CD Rate then in effect on such Interest Determination Date.


Commercial Paper Rate
Notes


“Commercial Paper Rate”
means the Money Market Yield (calculated as described below) of the rate on any
Interest Determination Date for commercial paper having the Index Maturity, as
published in H.15(519) under the heading “Commercial Paper-Nonfinancial”.






(1)   Such nonbank dealers referred
to in this Statement of Terms may include affiliates of the Dealer.



 23
 








If the above rate is not
published in H.15(519) by 3:00 p.m. on the Calculation Date, then the
Commercial Paper Rate will be the Money Market Yield of the rate on such
Interest Determination Date for commercial paper of the Index Maturity as
published in H.15 Daily Update under the heading “Commercial Paper-Nonfinancial”.


If by 3:00 p.m. on such
Calculation Date such rate is not published in either H.15(519) or H.15 Daily
Update, then the Calculation Agent will determine the Commercial Paper Rate to
be the Money Market Yield of the arithmetic mean of the offered rates as of
11:00 a.m. on such Interest Determination Date of three leading dealers of U.S.
dollar commercial paper in New York City selected by the Calculation Agent for
commercial paper of the Index Maturity placed for an industrial issuer whose
bond rating is “AA,” or the equivalent, from a nationally recognized
statistical rating organization.


If the dealers selected by
the Calculation Agent are not quoting as mentioned above, the Commercial Paper
Rate with respect to such Interest Determination Date will remain the
Commercial Paper Rate then in effect on such Interest Determination Date.


“Money Market Yield” will be
a yield calculated in accordance with the following formula:


	
  

  	
  D x 360

  	
   

  
	
  Money Market Yield =

  	
   

  	
    x 100

  
	
   

  
	
   

  	
  360 - (D x M)

  	
   

  



 


where “D” refers to the
applicable per annum rate for commercial paper quoted on a bank discount basis
and expressed as a decimal and “M” refers to the actual number of days in the
interest period for which interest is being calculated.


Federal Funds Rate Notes


“Federal Funds Rate” means
the rate on any Interest Determination Date for federal funds as published in
H.15(519) under the heading “Federal Funds (Effective)” and displayed on
Moneyline Telerate (or any successor service) on page 120 (or any other page as
may replace the specified page on that service) (“Telerate Page 120”).


If the above rate does not
appear on Telerate Page 120 or is not so published by 3:00 p.m. on the
Calculation Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in H.15 Daily Update under the heading “Federal
Funds/(Effective)”.


If such rate is not
published as described above by 3:00 p.m. on the Calculation Date, the
Calculation Agent will determine the Federal Funds Rate to be the arithmetic
mean of the rates for the last transaction in overnight U.S. dollar federal
funds arranged by each of three leading brokers of Federal Funds transactions
in New York City selected by the Calculation Agent prior to 9:00 a.m. on such
Interest Determination Date.



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If the brokers selected by
the Calculation Agent are not quoting as mentioned above, the Federal Funds
Rate will remain the Federal Funds Rate then in effect on such Interest
Determination Date.


LIBOR Notes


The London Interbank offered
rate (“LIBOR”) means, with respect to any Interest Determination Date, the rate
for deposits in U.S. dollars having the Index Maturity that appears on the
Designated LIBOR Page as of 11:00 a.m., London time, on such Interest Determination
Date.


If no rate appears, LIBOR
will be determined on the basis of the rates at approximately 11:00 a.m.,
London time, on such Interest Determination Date at which deposits in U.S.
dollars are offered to prime banks in the London interbank market by four major
banks in such market selected by the Calculation Agent for a term equal to the
Index Maturity and in principal amount equal to an amount that in the
Calculation Agent’s judgment is representative for a single transaction in U.S.
dollars in such market at such time (a “Representative Amount”).  The Calculation Agent will request the
principal London office of each of such banks to provide a quotation of its
rate.  If at least two such quotations
are provided, LIBOR will be the arithmetic mean of such quotations.  If fewer than two quotations are provided,
LIBOR for such interest period will be the arithmetic mean of the rates quoted
at approximately 11:00 a.m., in New York City, on such Interest Determination
Date by three major banks in New York City, selected by the Calculation Agent,
for loans in U.S. dollars to leading European banks, for a term equal to the
Index Maturity and in a Representative Amount; provided, however, that if fewer
than three banks so selected by the Calculation Agent are providing such
quotations, the then existing LIBOR rate will remain in effect for such
Interest Payment Period.


“Designated LIBOR Page”
means the display designated as page “3750” on Moneyline Telerate (or such
other page as may replace the 3750 page on that service or such other service
or services as may be nominated by the British Bankers’ Association for the
purposes of displaying London interbank offered rates for U.S. dollar
deposits).


Prime Rate Notes


“Prime Rate” means the rate
on any Interest Determination Date as published in H.15(519) under the heading “Bank
Prime Loan”.


If the above rate is not
published in H.15(519) prior to 3:00 p.m. on the Calculation Date, then the
Prime Rate will be the rate on such Interest Determination Date as published in
H.15 Daily Update opposite the caption “Bank Prime Loan”.


If the rate is not published
prior to 3:00 p.m. on the Calculation Date in either H.15(519) or H.15 Daily
Update, then the Calculation Agent will determine the Prime Rate to be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen US PRIME1 Page (as defined below) as such bank’s
prime rate or base lending rate as of 11:00 a.m., on that Interest
Determination Date.



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If fewer than four such
rates referred to above are so published by 3:00 p.m. on the Calculation Date,
the Calculation Agent will determine the Prime Rate to be the arithmetic mean
of the prime rates or base lending rates quoted on the basis of the actual
number of days in the year divided by 360 as of the close of business on such
Interest Determination Date by three major banks in New York City selected by
the Calculation Agent.


If the banks selected are
not quoting as mentioned above, the Prime Rate will remain the Prime Rate in
effect on such Interest Determination Date.


“Reuters Screen US PRIME1
Page” means the display designated as page “US PRIME1” on the Reuters Monitor
Money Rates Service (or such other page as may replace the US PRIME1 page on
that service for the purpose of displaying prime rates or base lending rates of
major United States banks).


Treasury Rate Notes


“Treasury Rate” means:


(1) the rate from the
auction held on the Interest Determination Date (the “Auction”) of direct
obligations of the United States (“Treasury Bills”) having the Index Maturity
specified in the Supplement under the caption “INVESTMENT RATE” on the display
on Moneyline Telerate (or any successor service) on page 56 (or any other page
as may replace that page on that service) (“Telerate Page 56”) or page 57 (or
any other page as may replace that page on that service) (“Telerate Page 57”),
or


(2) if the rate referred to
in clause (1) is not so published by 3:00 p.m. on the related Calculation Date,
the Bond Equivalent Yield (as defined below) of the rate for the applicable
Treasury Bills as published in H.15 Daily Update, under the caption “U.S.
Government Securities/Treasury Bills/Auction High”, or


(3) if the rate referred to
in clause (2) is not so published by 3:00 p.m. on the related Calculation Date,
the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills
as announced by the United States Department of the Treasury, or


(4) if the rate referred to
in clause (3) is not so announced by the United States Department of the
Treasury, or if the  Auction is not held,
the Bond Equivalent Yield of the rate on the particular Interest Determination
Date of the applicable Treasury Bills as published in H.15(519) under the
caption “U.S. Government Securities/Treasury Bills/Secondary Market”, or


(5) if the rate referred to
in clause (4) is not so published by 3:00 p.m. on the related Calculation Date,
the rate on the particular Interest Determination Date of the applicable
Treasury Bills as published in H.15 Daily Update, under the caption “U.S.
Government Securities/Treasury Bills/Secondary Market”, or


(6) if the rate referred to
in clause (5) is not so published by 3:00 p.m. on the related Calculation Date,
the rate on the particular Interest Determination Date calculated by the Calculation
Agent as the Bond Equivalent Yield of the arithmetic mean of the secondary 



 26
 








market bid rates, as of
approximately 3:30 p.m. on that Interest Determination Date, of three primary
United States government securities dealers selected by the Calculation Agent,
for the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity specified in the Supplement, or


(7) if the dealers so
selected by the Calculation Agent are not quoting as mentioned in clause (6),
the Treasury Rate in effect on the particular Interest Determination Date.


“Bond Equivalent Yield”
means a yield (expressed as a percentage) calculated in accordance with the
following formula:


	
  

  	
      D x N

  	
   

  
	
  Bond Equivalent Yield =

  	
   

  	
    x 100

  
	
   

  
	
   

  	
  360 - (D x M)

  	
   

  



 


where “D” refers to the
applicable per annum rate for Treasury Bills quoted on a bank discount basis
and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M”
refers to the actual number of days in the applicable Interest Reset Period.


3.     Final Maturity.  The Stated Maturity Date for any Note will be
the date so specified in the Supplement, which shall be no later than 397 days
from the date of issuance.  On its Stated
Maturity Date, or any date prior to the Stated Maturity Date on which the
particular Note becomes due and payable by the declaration of acceleration,
each such date being referred to as a Maturity Date, the principal amount of
each Note, together with accrued and unpaid interest thereon, will be
immediately due and payable.


4.     Events of Default.  The occurrence of any of the following shall
constitute an “Event of Default” with respect to a Note:  (i) default in any payment of principal of or
interest on such Note (including on a redemption thereof); (ii) the Issuer
makes any compromise arrangement with its creditors generally including the
entering into any form of moratorium with its creditors generally; (iii) a
court having jurisdiction shall enter a decree or order for relief in respect
of the Issuer in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or there shall be
appointed a receiver, administrator, liquidator, custodian, trustee or
sequestrator (or similar officer) with respect to the whole or substantially
the whole of the assets of the Issuer and any such decree, order or appointment
is not removed, discharged or withdrawn within 60 days thereafter; or (iv) the
Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or consent to the entry of an
order for relief in an involuntary case under any such law, or consent to the
appointment of or taking possession by a receiver, administrator, liquidator,
assignee, custodian, trustee or sequestrator (or similar official), with
respect to the whole or substantially the whole of the assets of the Issuer or
make any general assignment for the benefit of creditors.  Upon the occurrence of an Event of Default,
the principal of each obligation evidenced by such Note (together with interest
accrued and unpaid thereon) shall become, without any notice or demand,
immediately due and payable.(2)






(2)   Unlike single payment notes,
where a default arises only at the stated maturity, interest-bearing notes with
multiple payment dates should contain a default provision permitting
acceleration of the maturity if the Issuer defaults on an interest payment.



 27
 








5.     Obligation Absolute.  No provision of the Issuing and Paying Agency
Agreement under which the Notes are issued shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of and
interest on each Note at the times, place and rate, and in the coin or
currency, herein prescribed.


6.     Supplement.  Any term contained in the Supplement shall
supercede any conflicting term contained herein.



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Exhibit D


In the case of any agreement
by the Dealer to purchase a Note hereunder (other than as agent) which provides
for a settlement date that is three New York Business Days or more after the
date of such agreement, the obligation of the Dealer to purchase the Note under
such agreement shall be subject to the following conditions:


(a)   the representations and warranties given by
the Issuer set forth above in Section 1.7, Section 1.8 and Section 2 shall be
true and correct on and as of the settlement date as if made on and as of such
date, and the Issuer shall have performed all of its obligations hereunder to
be performed as of such date,


(b)   on or after the date of such agreement there
shall not have occurred any of the following: (i) a suspension or material
limitation in trading in securities generally on the New York Stock Exchange;
(ii) a suspension or material limitation in trading in the Issuer’s securities
on the New York Stock Exchange; (iii) a general moratorium on commercial
banking activities declared by either Federal or New York State authorities or
a material disruption in commercial banking or securities settlement or
clearance services in the United States; (iv) the outbreak or escalation of
hostilities involving the United States or the declaration by the United States
of a national emergency or war or (v) the occurrence of any other calamity or
crisis or any change in financial, political or economic conditions in the
United States or elsewhere, if the effect of any such event specified in clause
(iv) or (v) in the judgment of the Dealer makes it impracticable or inadvisable
to proceed with the offering or the delivery of the Note on the terms and in
the manner contemplated in the Private Placement Memorandum, and


(c)   on or after the date of such agreement, (i)
no downgrading shall have occurred in the rating accorded the Issuer’s debt
securities by any nationally recognized statistical rating organization and
(ii) no such organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of any
of the Issuer’s debt securities.


“New York Business Day” shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in New
York are generally authorized or obligated by law or executive order to close.



 29