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

a.                            Voting Stock Accumulations .  The accumulation by any Person of Beneficial Ownership of twenty percent (20%) or more of the combined voting power of the Company’s Voting Stock; provided that for purposes of this subparagraph (a), a Change in Control will not be deemed to have occurred if the accumulation of twenty percent (20%) or more of the voting power of the Company’s Voting Stock results from any acquisition of Voting Stock (i) directly from the Company that is approved by the Incumbent Board, (ii) by the Company, (iii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (iv) by any Person pursuant to a Business Combination that complies with all of the provisions of clauses (i), (ii) and (iii) of subparagraph (b); or

b.                           Business Combinations .  Consummation of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the Persons who were the beneficial owners of Voting Stock of the Company immediately prior to that Business Combination beneficially own, directly or indirectly, more than sixty-six and two-thirds percent (66-2/3%) of the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of Directors of the entity resulting from that Business Combination (including, without limitation, an entity that as a result of that transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to that Business Combination, of the Voting Stock of the Company, (ii) no Person (other than the Company, that entity resulting from that Business Combination, or any employee benefit plan (or related trust) sponsored or maintained by the Company, any Eighty Percent (80%) Subsidiary or that entity resulting from that Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of the then outstanding shares of common stock of the entity resulting from that Business Combination or the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of that entity, and (iii) at least a majority of the members of the Board of Directors of the entity resulting from that Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for that Business Combination; or

c.                            Sale of Assets .  Consummation of a sale or other disposition of all or substantially all of the assets of the Company; or

d.                           Liquidations or Dissolutions .  Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with all of the provisions of clauses (i), (ii) and (iii) of subparagraph (b).

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

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

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

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

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

(v)  Incumbent Board shall mean a Board of Directors at least a majority of whom consist of individuals who either are (a) members of the Company’s Board of Directors as of December 1, 2007 or (b) members who become members of the Company’s Board of Directors subsequent to December 1, 2007 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which that person is named as a nominee for director, without objection to that nomination), but excluding, for that purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors.

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

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

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

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

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

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

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

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

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

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

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

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

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

1.18                            Plan Year shall mean the calendar year.

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

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

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

1.22                            Retirement Eligibility Date shall mean the earlier of:

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

Participation

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

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

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

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

ARTICLE III

Accounts

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

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

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

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

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