1996 Incentive Compensation Plan

EXHIBIT 10.2


EQUIFAX INC.EQUIFAX INC.
INCENTIVE COMPENSATION PLAN (ICP)


I. PURPOSE


The Equifax Inc. Incentive Compensation Plan rewards eligible employees for their contribution toward the success of the Corporation. The purpose of the Plan is to encourage and reward the attainment of established annual individual and business goals.


II. DEFINITIONS


The following words and phrases used in the Plan shall have these meanings:


. "Committee" means the Chairman of the Executive Committee, the Chief ----------- Executive Officer, and the Corporate Vice President of Compensation and Benefits Administration of Equifax Inc. In addition, the Chief Financial Officer of the corporation shall serve as an ex officio member.


. "Corporation" means the amalgam of all divisions and companies, domestic ------------- and foreign, including equity accounting entities consolidated with Equifax Inc. for financial reporting purposes.


. "Employee" means any salaried employee of the Corporation who qualifies for ---------- participation in the Plan.


. "EPS" - "Earnings Per Share" means the net income per share after taxes for ----- Equifax Inc. on a consolidated basis. In the event extraordinary transactions occur during a plan year which impact EPS and the Management Compensation Committee of the Board of Directors of Equifax Inc. approves adjustments to EPS for the Executive Incentive Plan, similar adjustments will apply to this Plan.


. "EVA" "Economic Value Added" means the net income after taxes less the ----- charge for employed capital.


. "Equifax Inc." Means the corporate entity. -------------


. "Incentive Year" means the 12 month period from January 1 through December ---------------- 31, coinciding with the calendar year and the fiscal year of Equifax Inc.


. "Plan" means the Equifax Inc. Incentive Compensation Plan. ------


. "Salary" means the base salary earnings of each participant for the -------- calendar year or that portion of the calendar year for which the participant is eligible.


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III. ADMINISTRATION


The Plan shall be administered by the Corporate Compensation Department, consistent with guidelines established by the Committee from time to time. The Plan shall be construed and administered in accordance with the laws of the State of Georgia.


IV. ELIGIBILITY FOR PARTICIPATION


Employees eligible to participate in the ICP are those salaried employees t ...