CHOICEPOINT INC
EMPLOYMENT AGREEMENT, DOUGLAS C. CURLING
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>g77838exv10w3.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT, DOUGLAS C. CURLING
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.3


                      EMPLOYMENT AND COMPENSATION AGREEMENT

         THIS EMPLOYMENT AND COMPENSATION AGREEMENT (as the same may be amended,
modified or supplemented from time to time, this "Agreement") is made as of
April 25, 2002 (the "Effective Date"), between ChoicePoint Inc., a Georgia
corporation (together with all successors thereto, "Employer"), and Douglas C.
Curling, a resident of the State of Georgia ("Executive").

                               STATEMENT OF TERMS

         The parties hereby agree as follows:

         1. Employment Term.

                 (a) Employer hereby employs Executive, and Executive hereby
                     accepts employment by Employer, upon the terms and subject
                     to the conditions hereinafter set forth.

                 (b) The term of this Agreement shall commence as of the
                     Effective Date and shall continue for a period of 5 years
                     until the close of business on April 25, 2007 (the "Initial
                     Term"), unless renewed as specified herein or terminated
                     earlier under Section 4 or Section 5 hereof. If the
                     Agreement has not been terminated pursuant to Section 4,
                     the term of this Agreement shall be automatically extended
                     for 3 years until the close of business on April 25, 2010
                     (the "Renewal Term"). After the Initial Term, the Renewal
                     Term, including any additional term mutually agreed to by
                     the Employer and the Executive, Executive understands that,
                     unless the events triggering Section 5 have not occurred,
                     Executive: (i) will be deemed to be an employee at will and
                     (ii) hereby agrees, to the extent his employment is to
                     continue after the expiration of the Agreement, to enter
                     into, prior to the expiration of the Agreement, such
                     reasonable employee confidentiality, non-solicitation and
                     assignment agreements with respect to Executive's
                     employment, as Employer then customarily requires of its
                     executives and other similarly situated employees.

         2. Title and Duties.

                 (a) Executive is engaged initially with the title and duties
                     described on Exhibit A attached hereto. Executive shall
                     perform and discharge well and faithfully such duties, and
                     such other duties which may be assigned by Employer to
                     Executive from time to time in connection with the conduct
                     of the business of Employer; however, such latter duties
                     shall be generally consistent with those set out in Exhibit
                     A hereto.

<PAGE>

                 (b) In addition to the duties specifically assigned to
                     Executive pursuant to Section 2(a) hereof, Executive shall:
                     (i) diligently follow and implement all management policies
                     and decisions communicated to Executive by Employer; (ii)
                     timely prepare and forward all reports and accountings as
                     may be requested by Employer of Executive; (iii) devote
                     substantially all of Executive's time, energy and skill
                     during regular business hours to the performance of the
                     duties of Executive's employment (reasonable vacations and
                     reasonable absences due to illness excepted); and (iv) not
                     devote any time to any interest that conflicts with the
                     business of Employer or any of its affiliates.

                 (c) Executive shall have the right to make contracts binding on
                     Employer or any of its affiliates, but only to the extent
                     consistent with the duties described on Exhibit A attached
                     hereto or otherwise as approved by Employer's Board of
                     Directors.

                 (d) All funds and property received by Executive on behalf of
                     Employer or any of its affiliates shall be received and
                     held by Executive in trust, and Executive shall account for
                     and remit all such funds to Employer.

      3. Compensation and Benefits.

                 (a) Annual Review of Compensation and Benefits. Employer agrees
                     to (i) review and evaluate annually the compensation
                     package described in this Section 3 and in Exhibit B for
                     competitiveness in the external market, consistency with
                     internal compensation practices and other appropriate
                     review criteria, and (ii) increase the compensation package
                     as appropriate with approval, if necessary, from the
                     appropriate committee of Employer's Board of Directors. (b)
                     Base Salary. As compensation for services hereunder, during
                     the Initial Term, Employer shall pay to Executive a minimum
                     of an annual base salary of $500,000 (the "Base Salary")
                     and effective June 1, 2002, a Base Salary of $575,000.
                     Executive's performance shall be reviewed annually, and
                     based upon such review, his Base Salary shall be subject to
                     modification from time-to-time in accordance with the
                     approvals of the appropriate committee of Employer's Board
                     of Directors. Base Salary shall be paid in accordance with
                     the standard payroll payment practices of Employer in
                     effect from time to time.

                 (c) Incentive Pay. Executive shall be entitled to participate
                     in Employer's annual incentive program, subject to the
                     terms and provisions of such program as established by
                     Employer from time-to-time. Such annual incentive
                     compensation program is set forth in Exhibit B.

                 (d) Omnibus Plan. Executive shall also be eligible to receive
                     periodic grants under the ChoicePoint Inc. 1997 Omnibus
                     Stock Incentive Plan ("Omnibus Plan") and

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                     any successor thereto. Such grants may provide for stock
                     option grants, restricted stock grants and other grants as
                     provided for by the Omnibus Plan, for the number of grants,
                     at a price and on the terms and conditions, as may be
                     determined by the Management Compensation and Benefits
                     Committee (the "Compensation Committee") from time to time
                     in its sole discretion. The initial target value of the
                     grants is reflected on Exhibit B. Such Omnibus Plan may
                     provide for long-term incentive grants, such as performance
                     shares or units or stock appreciation rights, as approved
                     by the Compensation Committee.

                 (e) Non-Qualified Plan. Executive shall be entitled to
                     participate in the ChoicePoint Inc. Deferred Compensation
                     Plan ("Deferred Compensation Plan") which may include one
                     or more of the following: (i) voluntary deferrals of salary
                     or bonus, (ii) Employer contributions otherwise limited
                     under the Employer's qualified retirement plans on account
                     of limits imposed by the Internal Revenue Code ("Code"),
                     and (iii) a supplemental retirement contribution, as set
                     forth in Exhibit B.

                 (f) Benefits. Executive shall be entitled to benefits and
                     perquisites, as set forth in Exhibit B and consistent with
                     the Employer's benefit programs and Executive Fringe
                     Benefit Policy.

                 (g) Other Plans. Executive shall be entitled to participate in
                     other executive and employee benefit plans and
                     arrangements, as Employer may have or establish from time
                     to time for similarly situated executives. Such reference
                     to Other Plans shall not be construed to require Employer
                     to establish any such plan, program or arrangement or
                     prevent the modification or termination of any such plan,
                     program or arrangement once established.

                 (h) Vacation. Executive's annual vacation benefits shall be a
                     minimum number of weeks as provided in Exhibit B hereto,
                     but such benefits may be increased if Executive is eligible
                     for additional benefits in accordance with Employer's
                     regular vacation plan applicable to executives and other
                     salaried employees (including credit for service with
                     Equifax Inc. prior to the Effective Date).

                 (i) Expense Reimbursement. Executive shall be entitled to be
                     reimbursed in accordance with the policies of Employer, as
                     adopted and amended from time to time, for all reasonable
                     expenses incurred by Executive in connection with the
                     performance of Executive's duties of employment hereunder;
                     provided, however, Executive shall, as a condition of such
                     reimbursement, submit verification of the nature and amount
                     of such expenses in accordance with the reimbursement
                     policies from time to time adopted by Employer.

                 (j) Entire Compensation. The salary and benefits set forth in
                     this Section 3 and Exhibit B shall be the only compensation
                     payable to Executive with respect to

<PAGE>

                     his employment hereunder (except as provided in Sections
                     4(c), 4(e) and 5 hereof), and Executive shall not be
                     entitled to receive any compensation in addition to that
                     set forth herein for any services provided by Executive in
                     any capacity to Employer or any of its affiliates. Employer
                     or affiliate may increase either the components of
                     compensation or the amount of compensation described in
                     Exhibit B at any time, in its total discretion, without
                     binding Employer to continue to provide additional
                     increases at future dates.

                 (k) Withholding. Employer may deduct from each payment of
                     salary and other benefits hereunder all amounts required to
                     be deducted and withheld in accordance with applicable
                     federal and state income, FICA and other withholding
                     requirements.

         4. Termination.

                 (a) Termination by Employer. Employer, at its sole election and
                     by written notice to Executive, shall have the right to
                     terminate the Agreement and Executive's employment
                     hereunder at any time during or immediately after
                     expiration of the Initial Term or any additional term,
                     whether such termination is a Termination With Cause or a
                     Termination Without Cause.

                 (b) Termination by Executive. Executive, at his sole election
                     and by written notice to Employer, shall have the right to
                     terminate the Agreement and Executive's employment
                     hereunder at any time during the Initial Term or any
                     additional term whether such termination is a Constructive
                     Termination or a Voluntary Resignation. In the event
                     Executive takes the position that a Constructive
                     Termination has occurred, Executive shall so notify
                     Employer of such position in writing within thirty (30)
                     days of the occurrence of the event Executive relies on for
                     such Constructive Termination determination. Executive
                     shall specify the event upon which Executive relies and
                     specify in reasonable detail the facts and circumstances
                     claimed to provide the basis for the Constructive
                     Termination.

                 (c) Automatic Termination. The Agreement and Executive's
                     employment hereunder shall automatically terminate on the
                     date of the Executive's death or twenty-four (24) months
                     following the first day of Executive's continuous absence
                     due to his condition that triggers his Total Disability.
                     Except as provided in this subsection (c), Employer shall
                     have no further obligation to Executive or his heirs or
                     legal representatives with respect to this Agreement.

                         (i)  Death. In the event of the death of the Executive,
                              Employer shall pay to Executive's designated
                              beneficiary or beneficiaries, or if there is no
                              designated beneficiary, to his estate (A) any Base
                              Salary, benefits, and other compensation accrued
                              and vested as of the date of

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                              death and remaining unpaid at the Executive's
                              death, (B) an amount equal to 30 days of
                              Executive's Base Salary, (C) any death benefits
                              payable under Employer's qualified and
                              non-qualified benefit plans pursuant to the terms
                              and provisions of such plans, (D) life insurance,
                              at Employer's expense consistent with Employer's
                              Basic Life Insurance Plan in addition to the
                              amount specified on Exhibit B and (E) any other
                              benefits and perquisites specified on Exhibit B.
                              Such amounts shall be paid as soon as practicable
                              following the Executive's death in accordance with
                              applicable plans, policies or programs.

                         (ii) Total Disability. In the event of the Executive's
                              Total Disability, Employer shall pay the Executive
                              (A) any Base Salary, benefits, and other
                              compensation accrued and vested as of the date of
                              Total Disability and remaining unpaid as of the
                              Executive's Total Disability, (B) short-term
                              disability benefits consistent with Employer's
                              disability policy; provided, such payments in no
                              event shall be less than one hundred (100%)
                              percent of Base Salary until the earlier of the
                              end of Executive's period of Total Disability or
                              six (6) months and (C) any other benefits and
                              perquisites specified on Exhibit B. If the
                              Executive's Total Disability continues after the
                              end of the expiration of six (6) months, Employer
                              shall pay Executive long-term disability benefits
                              consistent with Employer's disability policy; such
                              benefits in no event shall be less than those set
                              forth on Exhibit B.

                 (d) Termination Without Payments. If this Agreement is
                     terminated during the Initial Term or any additional term
                     by Executive's (1) Voluntary Resignation or (2) Termination
                     With Cause, Employer shall have no further obligation to
                     Executive or his heirs or legal representatives with
                     respect to this Agreement, except for Base Salary,
                     benefits, and other compensation accrued and vested up to
                     the date of such termination and remaining unpaid as of the
                     Date of Termination.

                 (e) Termination With Payments. If this Agreement is terminated
                     during the Initial Term or any additional term by either
                     (1) a Constructive Termination or (2) a Termination Without
                     Cause, then Employer shall pay to Executive the Severance
                     Benefits calculated in this Subsection (e); provided,
                     however, that Executive shall not be entitled to receive
                     any such severance payments until and unless Executive
                     executes and delivers to Employer within twenty-one (21)
                     days after the Date of Termination the Release set forth
                     herein as Exhibit C, and such Release becomes effective and
                     irrevocable. Unless Employer and Executive mutually agree
                     to an alternative method of payments, such Severance
                     Benefits shall be paid by Employer to Executive in a lump
                     sum, and shall be paid as soon as

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                     practicable following the Effective Date of the Release but
                     in no event later than 15 days after such Effective Date.

                      Severance Benefits include:

                         (i)  Employer shall pay Executive all Base Salary,
                              benefits and other compensation accrued as of
                              Executive's Date of Termination but which remains
                              unpaid as of his Date of Termination.

                         (ii) The Employer shall pay Executive an amount equal
                              to the total amount that would have resulted from
                              the continuance of Executive's Total Direct
                              Compensation for the period commencing on the Date
                              of Termination and continuing for a period of 1.5
                              years; provided, such severance amount shall not
                              be less than the benefits Executive is entitled to
                              under the Employer's Severance Pay Plan, if any.
                              Additionally, Employer shall pay to Executive the
                              value of the Employer contributions to all of
                              Employer's qualified and non-qualified retirement
                              plans for the year in which Executive's
                              termination occurs. The benefits provided under
                              the Employer's Severance Pay Plan are not
                              duplicative of benefits provided under this
                              Agreement.

                 (f) Definitions. The terms used in this Section 4, shall have
                     the meanings set forth in Section 11 hereof.

         5.  Change in Control.

                 (a) Assumption of Agreement. In the event of a Change in
                     Control, Employer will require any successor of the
                     Employer, by agreement in form and substance, expressly to
                     assume and agree to perform this Agreement. Failure of
                     Employer to obtain such agreement prior to the effective
                     date of the Change of Control shall be a breach of this
                     Agreement and shall constitute a Good Reason Resignation.

                 (b) Term. This Change in Control Provision shall become
                     effective on the Effective Date and shall continue for a
                     period of five (5) years thereafter (the "Change in Control
                     Term"); provided, however, that commencing on the first
                     anniversary of the Effective Date, during the term of the
                     agreement, and each anniversary thereafter, the Change in
                     Control Term shall automatically be extended for one (1)
                     additional year, unless at least sixty (60) days prior to
                     any such anniversary date, Employer shall have given
                     Executive written notice of the intention not to extend the
                     Change in Control Provision.

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                 (c) Severance Benefits. In the event that (i) Executive is
                     employed by Employer as of the effective date of a Change
                     In Control and Employer fails to obtain the assumption of
                     agreement to perform this Agreement by Employer's successor
                     prior to the Change in Control or (ii) Executive is
                     employed by Employer at the time of a Change in Control and
                     the Executive's employment with the Employer terminates
                     during the Change in Control Term on account of Good Reason
                     Resignation, then Executive shall be entitled to the
                     Severance Benefits specified in Subsection (f).

                 (d) Notice Requirement. In the event Executive takes the
                     position that a Good Reason Resignation has occurred,
                     Executive shall so notify Employer of such position in
                     writing within sixty (60) days of the occurrence of the
                     event Executive relies on for such Good Reason Resignation
                     determination. Executive shall specify the event upon which
                     Executive relies and specify in reasonable detail the facts
                     and circumstances claimed to provide the basis for the Good
                     Reason Resignation.

                 (e) Voluntary Resignation. In the event Executive voluntarily
                     terminates employment with Employer on account of a
                     Voluntary Resignation that does not constitute a Good
                     Reason Resignation, Employer shall not be required to make
                     any payment referred to in this Section 5 to which the
                     Executive would otherwise be entitled in the event of a
                     Change in Control, except for Base Salary, benefits, and
                     any other compensation arrangements which the Executive has
                     accrued and in which he is vested under the Employer's
                     plans and policies, but which remains unpaid as of his Date
                     of Termination. These earned but unpaid amounts shall be
                     paid to Executive as soon as practicable following
                     Executive's Voluntary Termination.

                 (f) Severance Benefits.

                     (i)    Employer shall pay Executive all Base Salary,
                            benefits and other compensation accrued and vested
                            as of Executive's Date of Termination but which
                            remain unpaid as of the Date of Termination.

                     (ii)   The Employer shall pay the Executive within 30 days
                            following the Date of Termination a lump sum amount
                            equal to the sum of (A) Executive's Total Direct
                            Compensation multiplied by 3 and (B) the Executive's
                            Total Indirect Compensation multiplied by 5;
                            provided if any plan or program which comprises a
                            component of Total Direct Compensation or Total
                            Indirect Compensation would provide for a different
                            method of payment, the distribution provisions of
                            such plan or program will control.

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                     (iii)  The Employer shall provide a fully paid term life
                            insurance policy in an amount described in Exhibit
                            B, Section 3(f) Benefits, for a period of five
                            years.

                     (iv)   The amounts determined under Subsections (i) and
                            (ii) hereof shall be paid from the general assets of
                            the Employer; provided, however, the Employer
                            reserves the right to set aside assets to secure the
                            payment of benefits hereunder by establishing a
                            non-qualified grantor trust upon such terms and
                            conditions as it deems appropriate.

                 (g) Tax Payments. In the event that any payments made to the
                     Executive under this Section 5 or any other payments made
                     to the Executive by the Employer are deemed to be "excess
                     parachute payments" under Section 280G of the Internal
                     Revenue Code of 1986 (the "Code"), the Employer agrees to
                     provide a gross up payment to the Executive in order to
                     place him in the same after-tax position that he would have
                     been in had no excise tax become due and payable under Code
                     Section 4999.

                 (h) Definitions. The terms used in this Section 5, shall have
                     the meanings set forth in Section 11.

         6.  Confidentiality; Employee Non-Solicitation.

                 (a) Trade Secrets and Confidential Information.

                     (i)   All Proprietary Information (defined below), and all
                           materials containing them, received or developed by
                           Executive during the term of his employment by
                           Employer (in this Section 6, the term "Employer"
                           refers collectively to Employer and/or its
                           affiliates) are confidential to Employer, and will
                           remain Employer's property exclusively. Except as
                           necessary to perform Executive's duties for Employer,
                           Executive will hold all Proprietary Information in
                           strict confidence, and will not use, reproduce,
                           disclose or otherwise distribute the Proprietary
                           Information, or any materials containing them, and
                           will take those actions reasonably necessary to
                           protect any Proprietary Information. Executive's
                           obligations regarding Trade Secrets (defined below)
                           will continue indefinitely, while Executive's
                           obligations regarding Confidential Information
                           (defined below) will cease two (2) years from the
                           Date of Termination of Executive's employment with
                           Employer for any reason.

                     (ii)  "Trade Secret" means information, including, but not
                           limited to, technical and nontechnical data,
                           formulas, patterns, designs, compilations, computer
                           programs and software, devices, inventions, methods,
                           techniques, drawings, processes, financial plans,
                           product plans,

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                           lists of actual or potential customers and suppliers,
                           research, development, existing and future products
                           and services, and employees of Employer which (A)
                           derives independent economic value, actual or
                           potential, from not being generally known to, and not
                           being easily ascertainable by proper means by, other
                           persons who can obtain economic value from its
                           disclosure or use, and (B) is the subject of
                           Employer's efforts that are reasonable under the
                           circumstances to maintain secrecy; or as otherwise
                           defined by applicable state law.

                     (iii) "Confidential Information" means any and all
                           knowledge, information, data, methods or plans (other
                           than Trade Secrets) which are now or at any time in
                           the future during Executive's employment will be
                           developed, used or employed by Employer which are
                           treated as confidential by Employer and not generally
                           disclosed by Employer to the public, and which relate
                           to the business or financial affairs of Employer,
                           including, but not limited to, financial statements
                           and information, marketing strategies, business
                           development plans and product or process enhancement
                           plans.

                     (iv)  "Proprietary Information" means collectively the
                           Confidential Information and Trade Secrets.
                           Proprietary Information also includes information
                           that has been disclosed to Employer by a third party
                           that Employer is obligated to treat as confidential
                           or secret.

                     (v)   Notwithstanding anything to the contrary in this
                           subsection 6(a), "Proprietary Information" does not
                           include any information that (A) is already known to
                           Executive at the time it is disclosed to Executive by
                           Employer; or (B) before being divulged by Executive
                           (1) has become generally known to the public through
                           no wrongful act of Executive; (2) has been rightfully
                           received by Executive from a third party without
                           restriction on disclosure and without breach of an
                           obligation of confidentiality running directly or
                           indirectly to Employer; (3) has been approved for
                           release to the general public by a written
                           authorization of Employer; (4) has been independently
                           developed by Executive without use, directly or
                           indirectly, of the Proprietary Information received
                           from Employer; or (5) has been furnished to a third
                           party by Employer without restrictions on the third
                           party's right to disclose the information.

                     (vi)  In the event Executive is required by any court or
                           legislative or administrative body (by oral
                           questions, interrogatories, requests for information
                           or documents, subpoena, civil investigation demand or
                           similar process) to disclose any Proprietary
                           Information of Employer, Executive shall provide
                           Employer with prompt notice of such requirement in
                           order to afford Employer an opportunity to seek an

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                           appropriate protective order. However, if Employer is
                           unable to obtain or does not seek such protective
                           order and Executive is, in the opinion of his
                           counsel, compelled to disclose such Proprietary
                           Information under pain of liability for contempt or
                           other censure or penalty, disclosure of such
                           information may be made without liability.

                     (vii) Executive acknowledges that Employer is obligated
                           under federal and state fair credit reporting and
                           similar laws and regulations to hold in confidence
                           and not disclose certain information regarding
                           individuals, firms or corporations which is obtained
                           or held by Employer, and that Employer is required to
                           adopt reasonable procedures for protecting the
                           confidentiality, accuracy, relevancy and proper
                           utilization of consumer report information as such
                           term is defined in such acts. In that regard, except
                           as necessary to perform Executive's duties for
                           Employer, Executive will hold in strict confidence,
                           and will not use, reproduce, disclose or otherwise
                           distribute any information which Employer is required
                           to hold confidential under applicable federal and
                           state laws and regulations, including the federal
                           Fair Credit Reporting Act (15 U.S.C.[sec] 1681 et.
                           seq.) and analogous state fair credit reporting
                           statutes.

                 (b) Employee Non-Solicitation. During the term of Executive's
                     employment by Employer and for two (2) years after his
                     termination, Executive will not, either directly or
                     indirectly, on his behalf or on behalf of others, solicit
                     for employment or hire, or attempt to solicit for
                     employment or hire, any employee of Employer or anyone who
                     was an employee at any time during the twelve (12) month
                     period immediately preceding the date of Executive's
                     termination with whom Executive had contact in the course
                     of his employment by Employer.

                 (c) Customer Non-Solicitation. During the term of Executive's
                     employment by Employer and for two (2) years after his
                     termination, Executive shall not directly or indirectly,
                     for himself or for any person, firm or employer, divert,
                     interfere with, disturb, or take away, or attempt to
                     divert, interfere with, disturb, or take away, the
                     patronage of any customers of Employer that obtained or
                     contracted to obtain goods or services from the Employer
                     during the twelve (12) month period immediately preceding
                     the date of Executive's termination with which Executive
                     had contact during the term of Executive's employment by
                     Employer.

                 (d) Return of Property. At Employer's request or on termination
                     of Executive's employment with Employer for any reason,
                     Executive will deliver promptly to Employer all property of
                     Employer in his possession or control, including, without
                     limitation, all Proprietary Information, all materials
                     containing them, and all originals and copies of all
                     documents (whether in hard copy or stored in electronic
                     form) which relate to or were prepared in the course of
                     Executive's

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                     employment (including, but not limited to, contracts,
                     proposals or any information concerning the identity of
                     customers, services provided by Executive and the pricing
                     of these services).

                 (e) Remedies. Executive agrees that the covenants and
                     agreements contained in this Section 6 are of the essence
                     of this Agreement; that each of such covenants is
                     reasonable and necessary to protect and preserve the
                     interests and properties of Employer and the business of
                     Employer; that immediate and irreparable injury, loss and
                     damage will be suffered by Employer should Executive breach
                     any such covenants and agreements; and that, in addition to
                     other legal or equitable remedies available to it
                     (including but not limited to damages, royalties and
                     penalties pursuant to applicable law), in recognition of
                     the fact that Executive has special, unique, unusual and
                     extraordinary qualities that provide peculiar value to
                     Employer's business, Employer shall be entitled to the
                     remedies of injunction and/or specific performance, if
                     available, to prevent a breach or contemplated breach by
                     Executive of any of such covenants or agreements.

         7.  Inventions.

                 (a) Generally.

                     (i)   Executive agrees that all Company Inventions (defined
                           below) conceived or first reduced to practice by
                           Executive during Executive's employment by Employer
                           and all copyrights and other rights to such Company
                           Inventions shall become the property of Employer.
                           Executive hereby irrevocably assigns to Employer all
                           of Executive's rights to all Company Inventions.

                     (ii)  Executive agrees that if Executive conceives an
                           Invention (defined below) during Executive's
                           employment with Employer for which there is a
                           reasonable basis to believe that the conceived
                           Invention is a Company Invention, Executive shall
                           promptly provide a written description of the
                           conceived Invention to Employer adequate to allow
                           evaluation thereof for a determination as to whether
                           the Invention is a Company Invention.

                     (iii) If, upon commencement of Executive's employment with
                           Employer under this Agreement, Executive has
                           previously conceived any Invention or acquired any
                           ownership interest in any Invention, which: (A) is
                           Executive's property, or of which Executive is a
                           joint owner with another person or entity; (B) is not
                           described in any issued patent as of the Effective
                           Date; and (C) would be a Company Invention if such
                           Invention was made while Executive is an employee of
                           Employer, then Executive shall, at his election,
                           either: (1) provide Employer with a written
                           description of the Invention on Exhibit D attached
                           hereto, in which case the written description (but no
                           rights to the Invention) shall

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                           become the property of Employer; or (2) provide
                           Employer with a license as specified in subsection
                           7(a)(iv) of this Agreement.

                     (iv)  If Executive has previously conceived or acquired any
                           ownership interest in an Invention described by the
                           criteria set forth in the immediately preceding
                           subsection 7(a)(iii) and Executive elects not to
                           disclose such Invention to Employer as provided
                           therein, then Executive hereby grants to Employer a
                           nonexclusive, paid up, royalty-free license to use
                           and practice such Invention.

                     (v)   Executive hereby represents to Employer that he owns
                           no patents, individually or jointly with others.

                     (vi)  Notwithstanding any other provision in this Section
                           7, in no event shall Executive's assignment of any
                           Invention to Employer apply to an Invention that
                           Executive develops entirely on his own time during
                           his employment with Employer without using Employer's
                           equipment, supplies, facilities, Proprietary
                           Information, except for any Inventions that either:
                           (A) relate at the time of conception or reduction to
                           practice of the Invention to the Employer's business,
                           or to actual or demonstrably anticipated research or
                           development of Employer; or (B) result from any work
                           performed by Executive for Employer.

                 (b) Copyrights.

                     (i)   Executive agrees that any Works (defined below)
                           created by Executive in the course of performing
                           Executive's duties as an employee of Employer are
                           subject to the "Work for Hire" provisions contained
                           in Sections 101 and 201 of the United States
                           Copyright Law, Title 17 of the United States Code.
                           All right, title and interest to copyrights in all
                           Works which have been or will be prepared by
                           Executive within the scope of Executive's employment
                           with Employer will be the property of Employer.
                           Executive further acknowledges and agrees that, to
                           the extent the provisions of Title 17 of the United
                           States Code do not vest in Employer the copyrights to
                           any such Works, Executive shall assign and hereby
                           does assign to Employer all right, title and interest
                           to copyrights which Executive may have in such Works.

                     (ii)  Executive agrees to promptly disclose to Employer all
                           Works referred to in the immediately preceding
                           subsection and execute and deliver all applications
                           for registration, registrations, and other documents
                           relating to the copy rights to such Works and provide
                           such additional assistance, as Employer may deem
                           necessary and desirable to secure Employer's title to
                           the copyrights in such Works. Employer shall be
                           responsible for all expenses incurred in connection
                           with the registration of all such copyrights.

                                       12

<PAGE>

                     (iii) Executive hereby represents to Employer that he
                           claims no ownership rights in any Works, except those
                           described on Exhibit D attached hereto.

                 (c) Section 7 Definitions. As used in this Section 7, the
                     following terms shall have the meanings ascribed to them
                     below:

                     (i)    "Company Invention" means any Invention which is
                            conceived by Executive alone or in a joint effort
                            with others during Executive's employment by
                            Employer which (A) may be reasonably expected to be
                            used in a product or service of Employer, or a
                            product or service similar to a product or service
                            of Employer; (B) results from work that Executive
                            has been assigned as part of his duties as an
                            employee of Employer; (C) is in an area of
                            technology which is the same or substantially
                            related to the areas of technology with which
                            Executive is involved in the performance of
                            Executive's duties as an employee of Employer; or
                            (D) is useful, or which Executive reasonably expects
                            may be useful, in any manufacturing, product or
                            service design process of Employer.

                     (ii)   "Invention" means any discovery, whether or not
                            patentable, including, but not limited to, any
                            useful idea, invention, improvement, innovation,
                            design, process, method, formula, technique,
                            machine, manufacture, composition of matter,
                            algorithm or computer program, as well as
                            improvements thereto, which is new or which
                            Executive has a reasonable basis to believe may be
                            new.

                     (iii)  "Work" means a copyrightable work of authorship,
                            including without limitation, any technical
                            descriptions for products, services, user's guides,
                            illustrations, advertising materials, computer
                            programs (including the contents of read only
                            memories) and any contribution to such materials.

                 (d) Statutory Notice. In accordance with Section 2872 of the
                     California Labor Code, Executive is hereby notified that
                     the provisions of this Section 6 requiring assignment of
                     certain Inventions to Employer do not, in any event, apply
                     to any invention which qualifies under the provisions of
                     Section 2870 of such Code. Section 2870(a) of the
                     California Labor Code provides as follows:

                 Section 2870. Inventions on Own Time - Exemption from Agreement

                 (a) Any provision in an employment agreement which provides
                     that an employee shall assign, or offer to assign, any of
                     his or her rights in an invention to his or her employer
                     shall not apply to an invention that the employee developed

                                       13

<PAGE>

                     entirely on his or her own time without using the
                     employer's equipment, supplies, facilities, or trade secret
                     information except for those inventions that either:

                     (1)   Relate at the time of conception or reduction to
                           practice of the invention to the employer's business,
                           or actual or demonstrably anticipated research or
                           development of the employer; or

                     (2)   Result from any work performed by the employee for
                           the employer.

         8.  Indemnification and Insurance.

             Employer agrees that it will indemnify and hold Executive harmless
             from and against any and all liability sustained by Executive as a
             consequence of his good faith actions, or failure to act, in the
             performance of his duties hereunder. This indemnification is
             subject to and limited by the provisions of Employer's corporate
             By-Laws and the laws of the State of Georgia, as the same may be
             amended from time to time. In addition, and as further security
             for said agreement (but not to create any duplication of
             reimbursement), Employer will maintain commercially standard
             Directors and Officers Liability Insurance with a reputable insurer
             in amounts which are customary for such companies under similar
             circumstances.

         9.  Notice. All notices, requests, demands and other communications
             required hereunder shall be in writing and shall be deemed to have
             been duly given if delivered or if mailed, by United States
             certified or registered mail, prepaid to the party to which the
             same is directed at the following addresses (or at such addresses
             as shall be given in writing by the parties to one another):

                  If to Employer, to:

                           ChoicePoint Inc.
                           1000 Alderman Drive
                           Alpharetta, Georgia  30005
                           Attention:  General Counsel

                  If to Executive, to:

                           Doug C. Curling

             Notices delivered in person shall be effective on the date of
             delivery. Notices delivered by mail as aforesaid shall be effective
             upon the third calendar day subsequent to the postmark date
             thereof.

                                       14

<PAGE>

         10. Miscellaneous.

                 (a) Other Employee Benefits. The benefits under this Agreement
                     shall not be affected by or reduced because of any other
                     benefits to which the Employee may be entitled by reason of
                     his continuing employment with the Employer or the
                     termination of his employment with the Employer, and no
                     other such benefit by reason of such employment shall be so
                     affected or reduced because of the benefits bestowed by
                     this Agreement; provided, however, that the foregoing will
                     not be interpreted to require duplicative severance,
                     medical or other "health insurance" benefits.

                 (b) Assignment. Except as provided in Section 5(a), this
                     Agreement may not be assigned by either Employer or
                     Executive without the prior written consent of the other
                     party.

                 (c) Waiver. The waiver by one party of any breach of this
                     Agreement by the other party shall not be effective unless
                     in writing, and no such waiver shall constitute the waiver
                     of the same or another breach on a subsequent occasion.

                 (d) Amendment. This Agreement may not be modified, amended,
                     supplemented, or terminated except by a written instrument
                     executed by the parties hereto.

                 (e) Severability. Each of the covenants and agreements herein
                     above contained shall be deemed separate, severable and
                     independent covenants, and in the event that any covenant
                     shall be declared invalid by any court of competent
                     jurisdiction, such invalidity shall not in any manner
                     affect or impair the validity or enforceability of any
                     other part or provision of such covenant or of any other
                     covenant contained herein. If a court of competent
                     jurisdiction shall determine that any provision contained
                     in this Agreement, or any part thereof, is unenforceable
                     for any reason, the parties hereto authorize such court to
                     reduce the duration or scope of such provision, or
                     otherwise modify such provision, so that such provision in
                     its reduced or modified form will be enforceable.

                 (f) Legal Fees. In the event (1) the Employer breaches this
                     Agreement, (2) the Executive is terminated by the Employer
                     other than for Cause, (3) the Executive terminates his
                     employment for Good Reason, or (4) the Executive terminates
                     his employment on account of a Constructive Termination,
                     the Employer shall reimburse the Executive for all legal
                     fees and expenses reasonably incurred by the Executive as a
                     result of such termination, including all fees and
                     expenses, if any, incurred in contesting or disputing any
                     such termination or in seeking to obtain or enforce any
                     right or benefit provided by this Agreement; provided that,
                     in order to be reimbursed under subsection (4) of this
                     paragraph, the Executive must prevail in a court of law on
                     his claim that the termination was on account of a
                     Constructive Termination.

                                       15

<PAGE>

                 (g) Captions and Section Headings. Captions and section
                     headings used herein are for convenience only and are not a
                     part of this Agreement and shall not be used in construing
                     it.

                 (h) Entire Agreement. This Agreement constitutes the entire
                     understanding and agreement of the parties with respect to
                     its subject matter and any and all prior agreements,
                     understandings or representations with respect to the
                     subject matter hereof are terminated and canceled in their
                     entirety and are of no further force or effect.

                 (i) Governing Law. This Agreement and the rights of the parties
                     hereunder shall be governed by and construed in accordance
                     with the laws of the State of Georgia, without regard to
                     the conflicts of laws provisions thereof.

                 (j) Exhibits. All exhibits to this Agreement are incorporated
                     herein by reference thereto.

                 (k) Survival. The covenants of Executive in Sections 6 and 7,
                     and the obligations of Employer in Sections 4 and 5 to the
                     extent provided therein, shall survive the termination of
                     this Agreement and Executive's employment hereunder and
                     shall not be extinguished thereby.

                 (l) Counterparts. This Agreement may be executed in two or more
                     counterparts, each of which will take effect as an original
                     and all of which shall evidence one and the same agreement.

         11. Definitions.

                 (a) "Change in Control" means if, at any time, any of the
                     following events shall have occurred:

                     (i)   The Employer is merged or consolidated or reorganized
                           into or with another corporation or other legal
                           person, and as a result of such merger, consolidation
                           or reorganization, less than a majority of the
                           combined voting power of the then-outstanding
                           securities of such corporation or person immediately
                           after such transaction is held in the aggregate by
                           the holders of Voting Shares immediately prior to
                           such transaction;

                     (ii)  The Employer sells or otherwise transfers all or
                           substantially all of its assets to any other
                           corporation or other legal person, and as a result of
                           such sale or transfer less than a majority of the
                           combined voting power of the then-outstanding
                           securities of such corporation or person immediately
                           after such sale or transfer is held in the aggregate
                           by the holders of Voting Shares immediately prior to
                           such sale or transfer;

                                       16

<PAGE>

                     (iii) There is a report filed on Schedule 13D or Schedule
                           14D-1 (or any successor schedule, form, or report),
                           each as promulgated pursuant to the Securities
                           Exchange Act of 1934 (the "Exchange Act"), disclosing
                           that any person (as the term "person" is used in
                           Section 13(d)(3) or Section 14(d)(2) of the Exchange
                           Act) has become the beneficial owner (as the term
                           "beneficial owner" is defined under Rule 13d-3 or any
                           successor rule or regulation promulgated under the
                           Exchange Act) of securities representing thirty (30%)
                           percent or more of the Voting Shares;

                     (iv)  Employer files a report or proxy statement with the
                           Securities and Exchange Commission pursuant to the
                           Exchange Act disclosing in response to Form 8-K or
                           Schedule 14A (or any successor schedule, form or
                           report or item therein) that a change in control of
                           the Employer has or may have occurred or will or may
                           occur in the future pursuant to any then-existing
                           contract or transaction, provided, that a Change in
                           Control will not be deemed to have occurred if a
                           potential change in control disclosed in such filing
                           does not in fact occur; or

                     (v)   If during any period of two (2) consecutive years,
                           individuals who at the beginning of any such period
                           constitute the Directors of the Employer cease for
                           any reason to constitute at least a majority thereof,
                           unless the election, or the nomination for election
                           by the Employer's shareholders, of each Director of
                           the Employer first elected during such period was
                           approved by a vote of at least two-thirds of the
                           Directors of the Employer then still in office who
                           were Directors of the Employer at the beginning of
                           any such period.

                     (vi)  Notwithstanding the foregoing provisions of
                           Subsections (iii) and (iv) above, a "Change in
                           Control" shall not be deemed to have occurred for
                           purposes of this Agreement (A) solely because (1) the
                           Employer, (2) a subsidiary of the Employer, (3) any
                           Employer-sponsored employee stock ownership plan or
                           other employee benefit plan of the Employer or (4)
                           Executive, either files or becomes obligated to file
                           a report or proxy statement under or in response to
                           Schedule 13D, Schedule 14D-1, Form 8-K or Schedule
                           14A (or any successor schedule, form, or report or
                           item therein) under the Exchange Act, disclosing
                           beneficial ownership by such company, plan or the
                           Executive of shares of Voting Shares, whether in
                           excess of thirty (30%) percent or otherwise, or
                           because the Employer reports that a change of control
                           of the Employer has or may have occurred or will or
                           may occur in the future by reason of such beneficial
                           ownership or (B) solely because of a change in
                           control of any Subsidiary.

                     (vii) Notwithstanding the foregoing, if prior to any event
                           described in Subsections (i), (ii), (iii) or (iv) of
                           this Subsection (a) instituted by any

                                       17

<PAGE>

                           person who is not an officer or director of the
                           Employer, or prior to any disclosed proposal
                           instituted by any person who is not an officer or
                           director of the Employer which could lead to any such
                           event, management proposes any restructuring of the
                           Employer which ultimately leads to an event described
                           in Subsections (i), (ii), (iii) or (iv) of this
                           Subsection (a) pursuant to such management proposal,
                           then a "Change in Control" shall not be deemed to
                           have occurred for purposes of this Agreement.

                 (b) "Constructive Termination" means termination by Executive
                     of this Agreement and employment with the Employer (except
                     in connection with Executive's death, Total Disability or
                     in anticipation by Executive of a Termination with Cause)
                     as a result of (i) assignment to Executive by Employer of
                     duties that are materially inconsistent with Executive's
                     position, duties or responsibilities as described on
                     Exhibit A, (ii) any material reduction in one or more
                     components or elements of Executive's most recent
                     compensation and benefits package described in Section 3
                     and in Exhibit B, Section 3. Compensation and Benefits
                     hereof, (iii) a material failure by Employer to fulfill its
                     obligations under this Agreement which is not cured within
                     ten (10) business days after receipt by Employer of such
                     written notice from Executive specifying the nature of the
                     material failure, (iv) assignment to Executive by Employer
                     of a different reporting relationship than described on
                     Exhibit A, (v) a change in Executive's location of
                     employment outside of the standard statistical metropolitan
                     area of Atlanta, GA, or (vi) a material diminishment in, or
                     a material alteration of, Executive's duties as described
                     in Exhibit A.

                 (c) "Date of Termination" means (i) the date on which the
                     written notice under Section 4 or Section 5 is given by
                     Executive or Employer; provided, if within thirty (30) days
                     after receiving Executive's notice, Employer notifies
                     Executive that a dispute exists concerning the termination,
                     the Date of Termination shall be the date on which the
                     dispute is finally resolved, either by mutual written
                     agreement of the parties, by a binding and final
                     arbitration award if agreed upon by the Executive and the
                     Employer or by a final judgment, order or decree of a court
                     of competent jurisdiction, the time for appeal therefrom
                     having expired and no appeal having been perfected;
                     provided, during the period of dispute, Employer agrees to
                     continue Executive's Total Compensation or (ii) in the case
                     of the failure of the Employer's successor to assume this
                     Agreement, the effective date of the Change in Control.

                 (d) "Employer," for purposes of Sections 4 and 5, means the
                     Employer as herein before named and any successor which
                     executes the Agreement or otherwise becomes bound by all
                     the terms and provisions of this Agreement by operation of
                     law.

                                       18

<PAGE>

      (e)  "Good Reason Resignation" means termination of this Agreement by
           Executive during the Change in Control Term as a result of (i) any
           diminishment in, or an alteration of, Executive's duties inconsistent
           with position and status with the Company as in effect immediately
           prior to the Change in Control, (ii) assignment to Executive by
           Employer of duties that are inconsistent with Executive's position,
           duties and responsibilities in effect immediately prior to the Change
           in Control, (iii) any removal of Executive from or failure to
           re-elect him or appoint him to any of such positions, except in the
           case of a termination of employment on account of the willful and
           continued failure by the Executive to substantially perform his
           duties as described in Exhibit A for the Employer, or on account of
           Total Disability, (iv) any reduction in one or more components or
           elements of Executive's compensation and benefits package described
           in Section 3 and in Exhibit B hereof that is in effect immediately
           prior to the Change in Control, (v) failure by the Employer to obtain
           the assumption of agreement to perform this Agreement by any
           successor to the Employer, (vi) a change in Executive's location of
           employment outside of the standard statistical metropolitan area of
           Atlanta, Georgia, (vii) assignment to Executive by Employer of a
           different reporting relationship than described in Exhibit A, or
           (viii) a failure to renew this Agreement for the Renewal Term
           specified in Section 1.

      (f)  "Termination With Cause" means termination of this Agreement by
           Employer as a result of (i) the willful engaging by Executive in
           misconduct which is materially injurious to the Company, monetarily
           or otherwise, (ii) conduct by Executive amounting to fraud,
           dishonesty, gross negligence or willful misconduct in matters
           affecting the fiscal affairs of Employer, (iii) material inattention
           to, or breach of his duties hereunder (other than as a result of
           illness or injury), provided such event has not been cured within ten
           (10) business days after receipt by Executive of written notice from
           Employer of its occurrence, (iv) excessive unexcused absences (other
           than vacation as provided on Exhibit B, illness or disability) by
           Executive from work, (v) Executive's material failure to comply with
           federal, state or local laws in connection with his employment (vi)
           Executive's conviction of (or plea of guilty or nolo contendere to) a
           felony or to a misdemeanor involving moral turpitude, or (vii)
           Executive's excessive use or abuse of drugs, alcohol or other toxic
           substances impairing his ability to perform his duties hereunder.

      (g)  "Termination Without Cause" means a termination of this Agreement by
           Employer which is not a termination because of the death of
           Executive, a Termination With Cause, a Voluntary Resignation, a Good
           Reason Termination, a Constructive Termination or Executive's Total
           Disability.

      (h)  "Total Compensation" means Total Direct Compensation plus Total
           Indirect Compensation.

                                       19

<PAGE>

      (i)  "Total Direct Compensation" means the larger of (i) Executive's
           highest weekly Base Salary paid during the 36 months preceding his
           Date of Termination multiplied by 52 plus (ii) the greater of (a) his
           highest annual incentive or commission pay earned during any of the
           three (3) 12-month periods preceding the Executive's Date of
           Termination or (b) his weekly Base Salary as of the Date of
           Termination annualized for the year of termination multiplied by the
           incentive or commission pay that would have been payable had target
           incentive levels established in Exhibit B been earned for the year of
           termination. Such pay shall be determined prior to any pre-tax
           deferrals under the Employer's then existing deferral programs
           including, but not limited to, the Employer's Section 125 plan,
           Section 401(k) plan and deferred compensation plan.

      (j)  "Total Disability" means the inability of Executive to perform his
           material and substantial duties hereunder by reason of mental or
           physical illness, injury or disease which is expected to result in
           death or be of indefinite duration. The Compensation Committee of the
           Board of Directors shall determine in good faith whether the
           Executive has suffered Total Disability.

      (k)  "Total Indirect Compensation" means the sum of (i) the benefits
           described in (A) or (B) herein, whichever is larger and (ii) the
           Employer Contribution, reimbursement or payment which would have been
           made for the calendar year of termination to fund the Benefits
           described on Exhibit B. Each qualified and non-qualified plan and
           program taken into account under (A) or (B) herein and enumerated
           under Schedule B shall be determined separately.

           (A) is the sum of the highest benefits accrued, contributions paid or
           an equivalent value attributable thereof during the three (3)
           12-month periods preceding the Date of Termination, and (B) is an
           amount that, in the event the plan or program specifies a
           contribution amount, percentage, grant or vesting schedule, equals
           such contribution or percentage, determined as if Executive had
           continued in employment for the period specified in Section 4(e)(ii)
           or Section 5(f)(ii)(B), as applicable, and using Total Direct
           Compensation as the base to which such contribution or percentage
           shall be applied.

      (l)  "Voluntary Resignation" means a termination of this Agreement by
           Executive on account of retirement or other employee-initiated
           termination which does not constitute a Constructive Termination or
           Good Reason Resignation.

      (m)  "Voting Shares" means at any time the then-outstanding securities
           entitled to vote generally in the election of directors of the
           Employer.

    IN WITNESS WHEREOF, Employer and Executive have each executed and
delivered this Agreement, as of the date first shown above.

                                       20

<PAGE>

                                       EMPLOYER:
                                       CHOICEPOINT INC.

                                       By:    /s/ Kenneth G. Langone

                                       Name:  Kenneth G. Langone

                                       Title: Chairman, Compensation Committee

                                       EXECUTIVE:

                                       /s/ Doug C. Curling

                                       21

<PAGE>

                                    EXHIBIT A

              INITIAL DUTIES AND RESPONSIBILITIES OF THE EXECUTIVE

TITLE: PRESIDENT AND CHIEF OPERATING OFFICER

DUTIES:

Douglas C. Curling ("Executive") shall be responsible for the management of
ChoicePoint Inc. ("Company"), as indicated below in his capacity as President
and Chief Operating Officer. The duties set forth below may be modified by
Employer in accordance with the terms of the Employment Agreement, dated April
25, 2002, between the Employer and Executive.

Executive will report to the Company's Chief Executive Officer & Chairman.
Executive's primary responsibility is to provide leadership and direction to the
overall operations and finance function at the Employer and to provide general
advice and counsel to the Chief Executive Officer & Chairman and the Board of
Directors. The primary duties of the Executive are:

1.   Developing and implementing long-range and short-range plans for the
     Company, periodically submitting such objectives, policies, and plans to
     the Board of Directors for its general review and approval, as prescribed
     by Company policy and the By-laws

2.   Directing the preparation of annual operating budgets, supporting
     short-range plans, and reporting of monthly performance vs. budget to the
     Board of Directors, appropriate regulatory bodies, and the Company's
     shareholders pursuant to Company policy, and all regulations and laws.

3.   Under direction of the Chief Executive Officer & Chairman, at specified
     intervals, causing proposed operating and capital expenditure budgets to be
     reviewed and approved by the Board of Directors.

4.   Developing strategy for mergers, acquisitions and strategic alliances and
     directing investigations and negotiations pertaining to mergers, joint
     ventures, acquisitions of businesses, or the sale of the Company's assets
     pursuant to Company policy and the By-Laws.

5.   Providing leadership, direction and management directly, or through
     reporting executives, for the sales, marketing, customer service,
     operations, finance and technology functions within each of ChoicePoint's
     major businesses.

6.   Assisting the CFO in the analysis of operational and financial
     performance and the communication of financial results and the development
     and implementation of action plans to improve overall business unit
     performance.

                                       22

<PAGE>

7.   Developing senior level talent and planning for succession, compensation,
     and executive retention.

8.   Establishing and maintaining executive level customer account relationships
     for the benefit of the Company.

                                       23

<PAGE>

                                    EXHIBIT B

                      COMPENSATION, BENEFITS AND SEVERANCE

Executive:  Douglas C. Curling   Title:   President and Chief Operating Officer

Effective Date of Exhibit B:  April 25, 2002

SECTION 3.    COMPENSATION AND BENEFITS.

In addition to the plans, programs or arrangements established from time to time
for other similarly situated employees, Executive shall also be entitled,
pursuant to Section 3 of the Agreement, to the compensation, benefits and
perquisites set forth herein.

         Section 3(c): Annual Incentive Program.

         Executive shall be entitled to participate in the ChoicePoint Inc.
         Incentive Compensation Plan, and pursuant to the terms of such plan, be
         entitled to an annual cash bonus as a percentage of Base Salary
         determined by the achievement of certain performance measurements
         specified in the plan. This incentive level shall continue each
         calendar year until adjusted by the Compensation Committee of the
         Board.

                                   2002 AWARD

              Level of Achievement                   % of Base Salary
                   Target                                    75%
                   Maximum                                  150%
                   Greater than maximum      at discretion of Board of Directors

                   Transformational Priorities          -37% to 75%

         Section 3(d): Omnibus Plan.

         Executive shall be entitled to participate in the ChoicePoint Inc. 1997
         Omnibus Stock Incentive Plan and receive grants under such plan as may
         be determined by the Compensation Committee from time to time in its
         sole discretion and in accordance with the terms of the plan.

               1997 Omnibus Plan Grants

               As of the Effective Date of the Agreement, Executive's 2002 total
               compensation is based on various option and restricted stock
               awards made under the Omnibus

                                       24

<PAGE>

               Plan with a target value of $1,200,000, assuming performance
               measurements are achieved at target levels.

         Section 3(e): Non-Qualified Plan.

         Executive shall be entitled to participate in the ChoicePoint Inc.
         Deferred Compensation Plan for management employees ("Deferred
         Compensation Plan") pursuant to the terms of such plan. Executive shall
         be entitled to a SERP contribution equal to 20% of "Compensation" as
         that term is defined under such plan.

         Section 3(f): Benefits

         Executive shall be entitled to participate in Employer's benefit
         programs for similarly situated salaried employees pursuant to the
         terms of such programs, including, without limitation, medical, dental,
         life insurance, long-term disability insurance, flexible spending
         account arrangements and the Employer's flexible credit plan. Pursuant
         to the terms of the Company's Executive Fringe Benefit Policy,
         Executive shall be entitled to the following fringe benefits and
         perquisites, provided at Employer's expense:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------

         Benefit                               Amount                              Duration (1)

---------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                    <C>

Executive Loan                        None                                   N/A

---------------------------------------------------------------------------------------------------------------
Vacation                              Employer policy,                       Annually
                                      subject to minimum of 4 weeks

---------------------------------------------------------------------------------------------------------------
Financial Planning/                   Maximum amount $25,000                 Annually for Term of Agreement,
Tax Preparation                                                              including year following year of
                                                                             death

---------------------------------------------------------------------------------------------------------------
Executive Physical                    $1,000                                 Annually

---------------------------------------------------------------------------------------------------------------
Personal Umbrella                     $5,000,000                             Term of Agreement
Insurance Policy

---------------------------------------------------------------------------------------------------------------
Club Dues                             One Club                               Term of Agreement

---------------------------------------------------------------------------------------------------------------
Life Insurance                        $3,000,000                             Term of Agreement

---------------------------------------------------------------------------------------------------------------
Short-Term                            100% of Base Salary                    Earlier of 6 months or end of
Disability Insurance                                                         Total Disability

---------------------------------------------------------------------------------------------------------------
Long-Term Disability                  50% of Total                           Earlier of age 65 or end of
                                      Direct Compensation                    Total Disability
---------------------------------------------------------------------------------------------------------------
Corporate Aircraft                    Use designated by CEO                  Term of Agreement
---------------------------------------------------------------------------------------------------------------
</TABLE>

                                       25

<PAGE>

(1)  In each case where the benefit is intended to be provided for the Term of
     the Agreement, "Term" shall include the Initial Term and any Renewal Term.

                                       26

<PAGE>

SECTION 10.   DEFINITIONS.

      Section 10(k): "Total Indirect Compensation"

      Subparagraph (k) is determined by taking into account the following
      benefits:

              a) Matching and profit sharing contributions under the ChoicePoint
                 Inc. 401(k) Profit Sharing Plan;

              b) Profit sharing contributions under the Choice Point Inc.
                 Transition Benefit Plan;

              c) Excess contributions (made as a result of any limitation(s) on
                 ChoicePoint's qualified plan benefits) and SERP contributions
                 under the ChoicePoint Inc. Deferred Compensation Plan.

                                       27

<PAGE>

                                    EXHIBIT C

                                 GENERAL RELEASE

THIS GENERAL RELEASE ("Release") is entered into on the date(s) signed below by
and between ChoicePoint Inc. or a subsidiary of ChoicePoint Inc. ("employer"), a
Georgia Corporation, and Doug C. Curling ("Executive").

                                     RECITALS

      A.   Employer and Executive have entered into an Employment and
           Compensation Agreement ("the Agreement").

      B.   Section 4 (e) of the Agreement provides that Executive is eligible
           for severance benefits only if, among other conditions, Executive
           executes and delivers the Release to Employer within 30 days after
           termination of employment, and the Release becomes effective and
           irrevocable.

      C.   Executive has terminated employment with Employer under one of the
           circumstances set forth in Section 4 of the Agreement which otherwise
           entitles Executive to receive benefits ("Severance Benefits") under
           the Agreement.

      D.   Executive desires to qualify for benefits offered under the Agreement
           by executing the Release.

      E.   In consideration of the mutual promises contained herein, Employer
           and Executive agree as follows:

              1.  Consideration. In consideration for Executive's agreement to
                  release all claims described in paragraph 2 below, Executive
                  will receive the Severance Benefits specified in the
                  Agreement. Executive acknowledges that, but for execution of
                  this Release, Executive would not be entitled to receive
                  Severance Benefits. The amount, timing and form of payment of
                  Severance Benefits shall be determined pursuant to the terms
                  of the Agreement. This Release will continue in force and
                  effect even if some portion of the Severance Benefits provided
                  under the Agreement is returned to Employer as a result of
                  Executive's reemployment in any salaried capacity by Employer
                  or any of its affiliates.

              2.  Release. As consideration for the Severance Benefits extended
                  to Executive under the terms of the Agreement and this
                  Release, benefits to which Executive acknowledges that
                  Executive would not otherwise be entitled, Executive agrees
                  for Executive, Executive's heirs, executors, administrators,
                  successors and assigns to forever release and discharge
                  Employer and its subsidiaries, related companies, successors
                  and assigns, officers, directors, agents, executives, and
                  former executives from any and all claims, debts, promises,
                  agreements, demands, causes of actions, losses and expenses of
                  every nature whatsoever known or unknown, suspected or
                  unsuspected, filed or unfiled, arising prior to the Acceptance
                  Date of this Release, or arising out of or in connection with
                  Executive's employment by and of Employer and any affiliate of
                  Employer. This total release includes, but is not limited to,
                  breach of contract (express or implied) including breach of
                  the implied covenant of good faith and fair dealing;
                  intentional infliction of emotional harm; wrongful discharge;
                  violation of public policy; defamation;

                                       28

<PAGE>

                  invasion of privacy, impairment of economic opportunity;
                  negligent infliction of emotional distress; or any other tort;
                  any claims for punitive, compensatory, and retaliatory
                  discharge damages, back or front pay claims and fringe
                  benefits; attorney's fees; the Civil Rights Act of 1866, 42
                  U.S.C. section 1981, as amended; Title VII of the Civil Rights
                  Act of 1964, 42 U.S.C. section 2000(e) et seq., as amended;
                  the Age Discrimination in Employment Act of 1967, 29 U.S.C.
                  section 621 et seq., as amended; the Rehabilitation Act of
                  1973, 29 U.S.C. section 701, et seq., as amended; the Older
                  Workers' Benefit Protection Act, 42 U.S.C. section 621 et
                  seq., the Americans with Disabilities Act of 1990, 42 U.S.C.
                  section 12101 et seq., as amended; the False Claims Act, 31
                  U.S.C. section 3729, et seq., as amended; or any other
                  federal, State, or municipal statute or ordinance or common
                  law claim relating to discrimination in employment or
                  otherwise regulating the employment relationship, or
                  regulating the health or safety of the work place. This
                  Release does not extend to unpaid accrued vacation available,
                  vested pension benefits (including, without limitation,
                  benefits under Employer's qualified retirement and
                  non-qualified deferred compensation plans) unemployment
                  compensation claims, or workers' compensation claims.

                  "A general release does not extend to claims which the
                  creditor does not know or suspect to exist in his favor at the
                  time of executing the release, which if known by him must have
                  materially affected his settlement with the debtor."

              3.  No Pending or Future Lawsuits. Executive represents that
                  Executive has no lawsuits, claims or actions pending in
                  Executive's name, or on behalf of any other person or entity,
                  against Employer or any other person or entity referred to
                  herein. Executive also represents that Executive does not
                  intend to bring any new or different claims on Executive's own
                  behalf or on behalf of any other person or entity against
                  Employer and/or its subsidiaries, related companies,
                  successors and assigns, officers, directors, agents,
                  executives and former executives. Moreover, Executive hereby
                  promises, warrants, represents and covenants that Executive
                  will file no claim, lawsuit, or other action on Executive's or
                  any other person or entity's behalf against Employer and/or
                  any other person or entity referred to herein based on any
                  actions taken, circumstances, consequences, or conduct
                  occurring during Executive's employment by and leaving of
                  Employer and/or any affiliate of Employer. Executive
                  understands that the consideration set forth in this Release
                  constitutes the sole sums Executive can recover from Employer
                  and/or any other person or entity referred to herein for any
                  litigation arising from actions taken, circumstances,
                  consequences, and/or conduct that occurred during Executive's
                  employment by and/or leaving of Employer and/or any affiliate
                  of Employer. Executive agrees that Executive will not seek or
                  apply for reemployment, employment, or independent contractor
                  status with Employer, other than upon the request of Employer.

              4.  Covenant Not to Sue. Executive agrees that Executive will not
                  file any action, or Suit contesting the legality of the ending
                  of Executive's employment or the validity of this Release or
                  attempting to negate, modify, or reform this Release.
                  Executive warrants and represents that Executive has not
                  assigned or in any way conveyed, transferred or encumbered all
                  or any portion of the claims or rights covered by this
                  Release.

              5.  Enforcement of Agreement The parties hereto agree that each
                  provision of this Release is a

                                       29

<PAGE>

                  material provision and that failure of any party to perform
                  any one provision hereof shall be the basis for voiding the
                  entire Release at the option of the other party, or for
                  pursuing an action at law for such breach. Any party may waive
                  or excuse the failure of any other party to perform any
                  provision of this Release, provided, however, that any such
                  waiver shall not preclude the enforcement of this Release upon
                  any subsequent breach, whether or not similar in character, to
                  any waived breach. Upon any breach by Executive, Employer may
                  cease any future payments. The parties further agree that in
                  the event that suit is instituted to enforce any of the rights
                  of the parties to this Release, the prevailing party in such
                  litigation shall be entitled, as additional damages, to
                  reasonably incurred attorneys' fees and costs incurred in the
                  enforcement of this Release.

              6.  Effective Date of Release. Executive is entitled to review and
                  consider this Release for twenty-one (21) calendar days
                  following the date of receipt of the Release (the "Receipt
                  Date") before signing and returning this Release to Employer.
                  If Executive does not accept the terms of this Release in
                  writing and deliver the executed Release to Employer within
                  twenty-one (21) days following the Receipt Date, no Severance
                  Benefits will be payable to the Executive under the Agreement.
                  For a period of seven (7) calendar days following the date of
                  Executive's execution of this Release (the "Acceptance Date"),
                  Executive may revoke this Release ("Revocation Period").
                  Executive may revoke this Release only by giving Employer
                  formal, written notice of Executive's revocation of this
                  Release to the name and address set forth in paragraph (c) of
                  Section 12 of this Release, to be received by Employer by the
                  close of business on the seventh (7th) day following
                  Executive's execution of this Release (or fifteen (15) days if
                  Executive is subject to the laws of the state of Minnesota).
                  This Release shall not become effective in any respect until
                  the Revocation Period has expired without notice of
                  revocation. In the absence of Executive's revocation of this
                  Release, the eighth (8th) day, or the fifteenth (15th) day if
                  subject to Minnesota law, after Executive's execution of this
                  Release shall be the "Effective Date" of this Release, at
                  which time the rights of all parties under this Release become
                  fully enforceable.

              7.  Performance of Release. Each of the parties signing this
                  Release warrants and represents that he/she/it shall execute
                  and deliver any and all instruments, agreements, documents or
                  other writings, and shall perform all other acts deemed to be
                  necessary to effect the terms and purposes of this Release.

              8.  Other Releases. This Release constitutes a single, integrated,
                  written contract expressing the entire understanding between
                  the parties with respect to the subject matter hereof. No
                  covenants, agreements, representations or warranties of any
                  kind whatsoever, whether oral, written or implied, have been
                  made by any party hereto, except as specifically set forth in
                  this Release. All prior discussions, agreements,
                  understandings and negotiations have been and are merged and
                  integrated into, and are superseded by, this Release with
                  respect to the subject matter hereof. However, the provision
                  of any written agreements between Employer and the Executive
                  which by their terms continue beyond the ending of employment,
                  shall continue in full force and effect and shall not be
                  affected by the terms of this Release.

              9.  Modification. No cancellation, modification, amendment,
                  deletion, addition, or other changes in this Release or any
                  provision hereof or waiver of any right herein provided shall

                                       30

<PAGE>

                  be effective for any purpose unless specifically set forth in
                  a written agreement signed by both Executive and an authorized
                  representative of Employer.

              10. Construction and Severability. In the event that any provision
                  of this Release shall be held to be void, voidable, or
                  unenforceable, the remaining portions hereof shall remain in
                  full force and effect. The parties agree and intend that no
                  provision of this Release should be considered in a legal or
                  agency proceeding to be void, voidable or unenforceable if it
                  can be interpreted or modified to read in a way that is legal
                  and enforceable.

              11. Acknowledgment: Executive warrants and represents to Employer
                  as follows:

                    (a) Executive has had ample time to review all of the
                        provisions of this Release and fully understands it and
                        the choices with respect to advisability of making the
                        Release provided herein.

                    (b) Executive has been encouraged by Employer to review all
                        of the provisions of this Release with independent legal
                        counsel and other advisors, and has had the opportunity
                        to pursue such a review.

                    (c) Executive acknowledges that Executive has entered into
                        this Release by Executive's free will and choice without
                        any compulsion, duress, or undue influence from anyone.

                    (d) Executive does not have any actions pending against
                        Employer and/or its subsidiaries, related companies,
                        successors and assigns, officers, directors, agents,
                        Executives and former Executives, that address claims
                        that are released under the terms of this Release, and
                        that no such claims will be filed during the Revocation
                        Period of this Release without the formal notification
                        of Executive's revocation of this Release.

                    (e) Executive understands that if Executive is re-employed
                        by Employer, any unpaid Severance Benefits will not be
                        paid. If Severance Benefits are paid in a lump sum and
                        Executive is rehired, Executive must repay the portion
                        of the Severance Benefits attributable to the period of
                        time after his reemployment date. If Executive is
                        rehired at a lower base salary than in effect
                        immediately prior to commencement of the severance
                        period, the difference between the Severance Benefits
                        attributable to base salary and the lower base salary
                        will continue to be paid to Executive through the
                        severance period.

                    (f) Executive understands that if Executive has a loan from
                        Employer, is in possession of Employer property, or is
                        otherwise indebted to Employer, no Severance Benefits
                        will be paid until arrangements have been made regarding
                        these obligations. If satisfactory arrangements are not
                        made, such obligations to Employer will be deducted from
                        Executive's Severance Benefits.

              12. Notice.

                    (a) This Release, and any revocation of this Release or
                        other required communication, shall be deemed to be
                        delivered to and received by Employer at the address set
                        forth in

                                       31

<PAGE>

                        paragraph (b) below on the date postmarked if it is sent
                        by U.S. first class, registered or certified mail,
                        return receipt requested, postage prepaid. Executive may
                        send this Release to the address set forth in paragraph
                        (b) below using any other means (including personal
                        delivery, overnight delivery service, expedited courier,
                        messenger, or facsimile), but the Release will be deemed
                        to have been received by Employer only when it actually
                        is received by Employer.

                    (b) The Release, revocation of this Release and any other
                        communication, which is required or permitted to be
                        delivered to Employer hereunder, shall be addressed as
                        follows:

                                  ChoicePoint Inc.
                                  1000 Alderman Drive
                                  Alpharetta, Georgia 30005
                                  Attention:  Insurance and Benefits Department

                                  Facsimile number (770) 619-8784

                        or to such other address as Employer may have
                        specified in a notice duly given to the Executive.

PLEASE READ AND CONSIDER THIS AGREEMENT CAREFULLY BEFORE EXECUTING. THIS
SETTLEMENT AGREEMENT AND RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS.

The undersigned further states he/she has carefully read this Release, knows and
understands its contents, and that he/she executes it as their own free act and
deed.

                                    CHOICEPOINT INC.

             By:
                -------------------------------------------------------
                              (Signature)

             Name:
                  -----------------------------------------------------
                              (Print)

             Date of ChoicePoint Signature:
                                           ----------------------------

             Receipt Date:
                          ---------------------------------------------
                (Date of actual delivery if by hand or five days after mailing)

                                       32

<PAGE>

                                    EXECUTIVE

             By:
                -------------------------------------------------------
                                   (Signature)

             Acceptance Date:
                             ------------------------------------------
                                (Date of execution by Executive)

             Name:         Doug C. Curling
                  -----------------------------------------------------
                                            (Print)
             Address:
                     --------------------------------------------------

             Social Security Number:
                                    -----------------------------------

NOTICE TO EXECUTIVE: YOU MUST RETURN THE ENTIRE GENERAL RELEASE TO THE ABOVE
ADDRESS -- IF YOU RETURN ONLY THIS PAGE, YOUR SEVERANCE BENEFITS CANNOT BE
PROCESSED.

                                       33

</TEXT>
</DOCUMENT>
