EXHIBIT 4.2


                                 FIRST AMENDMENT
                             TO THE CHOICEPOINT INC.
                           DEFERRED COMPENSATION PLAN



         THIS AMENDMENT to the ChoicePoint Inc. Deferred Compensation Plan (the
"Plan") is made and entered into by ChoicePoint Inc. (the Company") as of the
31st day of January, 2001;

         WHEREAS, the Company has previously adopted the Plan, which was
originally effective July 30, 1997; and

         WHEREAS, pursuant to Section 12.5 of the Plan, the Compensation
Committee of the Board of Directors of the Company did, by resolution adopted
January 31, 2001, approve the amendment of the Plan in certain particulars, and
Section 12.5 permits amendment of the Plan in the Plan Administrator's
discretion consistent with the overall compensation and benefit policies of the
Company;

         NOW, THEREFORE, the Plan is hereby amended as follows:

                                       1.

         Section 7.1 of the Plan is hereby amended by adding the following
sentence at the end of said section:

                  "For contributions to Excess Profit-Sharing Contributions
         Accounts made for the Plan Year 2002 and thereafter (but not for such
         Accounts consisting of contributions made for Plan Years ending in or
         prior to 2001), the earnings credited will be based upon the investment
         experience of the Choice Point Inc. Stock Fund."






                                       2.

         Section 9.1(b) of the Plan is hereby amended by deleting the next to
the last word ("cash") from the final sentence in said subsection.

                                       3.

         Section 9.1 of the Plan is hereby amended by adding the following
subsection (d) thereto:

                  "(d) Nature of Payment. Distributions of Excess Matching
         Contribution Accounts, Excess Transition Benefit Plan Accounts, Excess
         Profit-Sharing Contributions Accounts (for post-2001 Plan Years) and
         SERP Accounts shall be made in Company Stock, and distributions of all
         other Accounts shall be made in cash."


                                       4.

         The remaining provisions of the Plan are hereby ratified and confirmed.

         IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed as of the date and year first above written.

                                                   CHOICEPOINT INC.


                                                   By:  /s/ JOHN KARR
                                                      --------------------------
                                                   Title:  Vice President

Attest:

/s/ MARY J. RUPERT
- ----------------------------------------------
Title:   Notary Public, Fulton County, Georgia
         My Commission Expires Jan. 20, 2002


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