CHOICEPOINT INC
EMPLOYMENT AGREEMENT, DEREK V. SMITH
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>g77838exv10w2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT, DEREK V. SMITH
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2


                      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 Derek V.
Smith, 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.
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      (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 $875,000  (the "Base  Salary") and  effective  June 1,
           2002 a Base Salary of $1,000,000.  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  ChoicePoint  Compensation  Committee.  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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      (e)  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.

      (f)  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.

      (g)  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.

      (h)  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.

      (i)  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).

      (j)  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

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           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

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           as 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 2 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 and, during
           the term of the agreement, 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.

      (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

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           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.

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

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              (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 10.

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, 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

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                    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 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

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                    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. Section 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 of Employer 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
           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).

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      (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

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                    all expenses incurred in connection with the registration of
                    all such copyrights.

              (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

                                       13
<PAGE>
      (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 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:

              Derek V. Smith


                                       14
<PAGE>
    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.

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

                                       15
<PAGE>
           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.

      (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

                                       16
<PAGE>
                    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;

              (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

                                       17
<PAGE>
                    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 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.

                                       18
<PAGE>
      (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.

      (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

                                       19
<PAGE>
           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.

      (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.

                                       20
<PAGE>
      (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.

                                    EMPLOYER:
                                    CHOICEPOINT INC.

                                    By:   /s/ Kenneth G. Langone

                                    Name: Kenneth G. Langone

                                    Title:Chairman, Compensation Committee

                                    EXECUTIVE:

                                    /s/ Derek V. Smith

                                       21
<PAGE>
                                    EXHIBIT A

                  DUTIES AND RESPONSIBILITIES OF THE EXECUTIVE

TITLE: Chairman and Chief Executive Officer

DUTIES:

Derek V. Smith ("Executive") shall be responsible for the overall management of
ChoicePoint Inc. ("Company"), as provided in the Company's By-Laws and as
particularized below, in his capacity as Chairman and Chief Executive Officer.
The duties set forth below may be modified by Employer in accordance with the
terms of this Employment Agreement, dated April 25, 2002, between Employer and
Executive.

Executive shall report to and be a member of the Board of Directors of the
Company. The primary duties of the Executive are:

1.   Preside at meeting of the Board of Directors and the Executive Committee
     and insure a corporate governance structure that maintains the Board's
     independence and insures members of the Board are diverse and productive.

2.   Establishing and maintaining a statement of ChoicePoint's vision,  mission
     and strategic principles and maintaining an effective system of
     communicating them throughout the Company.

3.   Insuring that strategic vision and adequate plans for the future
     development and growth of the Company are prepared. Participating in the
     preparation of such plans, periodically presenting such plans to the Board
     of Directors for its general review and approval, as prescribed by Company
     policy and the By-Laws.

4.   Developing the basic objectives, policies, and operating 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.

5.   At specified intervals, causing proposed operating and capital expenditure
     budgets to be reviewed and approved by the Board of Directors.

6.   Insuring the adequacy and soundness of the Company's financial structure,
     reviewing projections of the Company's working capital requirements,
     causing negotiations or otherwise arranging for outside financing as may be
     indicated.

7.   Developing an investor relations strategy to insure adequate access to
     public markets, compliance with security regulations and trading liquidity
     for the Company's shareholders.

                                       22
<PAGE>
8.   Planning and directing strategies for identifying, investigating and
     negotiating mergers, joint ventures, acquisition of businesses, or the sale
     of the Company's assets pursuant to Company policy and the By-Laws.

9.   Establishing and maintaining executive level customer account relationships
     for the benefit of the Company and utilizing the Board of Directors to
     strategically develop existing and potential customer relationships.

10.  Insuring that corporate policies are uniformly developed and properly
     administered and interpreted by the Company's officers and employees.

                                       23
<PAGE>
                                    EXHIBIT B

                      COMPENSATION, BENEFITS AND SEVERANCE

Executive: Derek V. Smith         Title: Chairman and CEO

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.
         Executive Incentive 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

<TABLE>
<CAPTION>
Level of Achievement                          % of Base Salary
--------------------                          ----------------
<S>                                   <C>
      Target                                         100%
      Maximum                                        200%
      Greater than maximum            at the discretion of Board of Directors

      Transformational Priorities               -50% to 100%
</TABLE>

         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 $2,500,000, 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 35% 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 5 weeks
-------------------------------------------------------------------------------------------------------------
Financial Planning/                   Maximum amount under proxy             Annually for Term of Agreement,
Tax Preparation                       disclosure rules.                      including year following year of
                                                                             death
-------------------------------------------------------------------------------------------------------------
Executive Physical                    $1,000                                 Annually
-------------------------------------------------------------------------------------------------------------
Personal Umbrella                     $10,000,000                            Term of Agreement
Insurance Policy
-------------------------------------------------------------------------------------------------------------
Club Dues                             Two Golf Clubs and One Luncheon Club   Term of Agreement
-------------------------------------------------------------------------------------------------------------
Life Insurance                        $5,000,000                             Term of Agreement
-------------------------------------------------------------------------------------------------------------
Short-Term                            100% of Base Salary                    Earlier of 6 months or end of
Disability Insurance                                                         Total Disability
-------------------------------------------------------------------------------------------------------------
Long-Term Disability                  60% of Total                           Earlier of age 65 or end of
                                      Direct Compensation                    Total Disability
-------------------------------------------------------------------------------------------------------------
Corporate Aircraft                    Required for business and personal     Term of Agreement
                                      travel
-------------------------------------------------------------------------------------------------------------
</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.

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.

                                       26
<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 Derek V. Smith ("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;

                                       27
<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

                                       28
<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 be

                                       29
<PAGE>
                     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

                                       30
<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)

                                       31
<PAGE>
                                            EXECUTIVE

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

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

                         Name:     Derek V. Smith
                               ---------------------------------------------
                                                  (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.

                                       32

</TEXT>
</DOCUMENT>
