Equifax Inc. Stock Option Exchange Program
                              Terms and Conditions

o        Eligibility to  participate is limited to Vice  Presidents and above or
         as  otherwise  determined  by  the  Compensation  and  Human  Resources
         Committee ("the Committee").

o        The  election  to defer is  voluntary,  must be made each year,  and is
         irrevocable  as of  March  15  (or  other  date  as  prescribed  by the
         Committee each year).

o        Election must be made in the form of a percentage  of annual  incentive
         award earned,  and if  participating,  may be in any amount between 10%
         and 100%, in whole 5% increments.

o        Grant will be Equifax Inc. non-qualified stock options.

o        Options are immediately vested in full on the grant date.

o        Grant  date will be the date of the  Committee  meeting  in  January or
         February  following  the end of the  fiscal  year for which the  annual
         incentive award was earned.

o        Option  price will be at fair market  value at the close of the NYSE on
         the day of the Committee meeting.

o        If  applicable,  currency  conversion  rates will be established at the
         close of business on the day of the Committee meeting.

o        Option term is 10 years from grant date or expires sooner as follows:

         -        Terminates 5 years following  retirement,  death or disability
                  termination,  or after  termination,  other  than  for  cause,
                  following a change in control of the Company  (unless  10-year
                  option term expires sooner);

         -        Terminates   one  year  following   termination   due  to  job
                  elimination (unless 10-year option term expires sooner);

         -        Terminates    immediately    following   grantee's   voluntary
                  termination;

         -        Terminates  immediate  following  grantee's   termination  for
                  cause.


o        Option is non-transferable.

o        Option grant will be determined as follows:

                  % of Cash Incentive                Dollar Value of Stock
                       Exchanged                        Option Grant
                  -------------------                ---------------------

                       10% -- 20%                 6 x Cash Incentive Exchanged

                       25% -- 45%                 8 x Cash Incentive Exchanged

                       50% -- 100%                10 x Cash Incentive Exchanged