CHOICEPOINT INC
DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>3
<FILENAME>g68168ex10-7.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.7



                                CHOICEPOINT INC.

                           DEFERRED COMPENSATION PLAN
                           (EFFECTIVE JULY 30, 1997)

<PAGE>   2


                              TABLE OF CONTENTS

<TABLE>
<S>               <C>      <C>                                                                                  <C>
ARTICLE I.        PREFACE.........................................................................................1


   SECTION 1.1.            Effective Date.........................................................................1
   SECTION 1.2.            Purpose of the Plan....................................................................1
   SECTION 1.3.            Governing Law..........................................................................1
   SECTION 1.4.            Gender and Number......................................................................1


ARTICLE II.       DEFINITIONS.....................................................................................2


   SECTION 2.1.            Account................................................................................2
   SECTION 2.2.            Beneficiary............................................................................2
   SECTION 2.3.            Benefit................................................................................2
   SECTION 2.4.            Change in Control......................................................................2
   SECTION 2.5.            ChoicePoint Inc. Stock Fund............................................................3
   SECTION 2.6.            Code...................................................................................3
   SECTION 2.7.            Company................................................................................3
   SECTION 2.8.            Committee..............................................................................3
   SECTION 2.9.            Compensation...........................................................................4
   SECTION 2.10.           Controlled Group.......................................................................4
   SECTION 2.11.           Disability.............................................................................4
   SECTION 2.12.           Employee...............................................................................4
   SECTION 2.13.           Employer...............................................................................4
   SECTION 2.14.           Equity Index Fund......................................................................4
   SECTION 2.15.           Excess Benefit.........................................................................4
   SECTION 2.16.           Fixed Income Fund......................................................................4
   SECTION 2.17.           Hardship...............................................................................4
   SECTION 2.18.           Insolvent..............................................................................5
   SECTION 2.19.           Nonemployee Director...................................................................5
   SECTION 2.20.           Participant............................................................................5
   SECTION 2.21.           Plan...................................................................................5
   SECTION 2.22.           Plan Administrator.....................................................................5
   SECTION 2.23.           Plan Year..............................................................................5
   SECTION 2.24.           Short Term Income Fund.................................................................5
   SECTION 2.25.           Transition Benefit Plan................................................................5
   SECTION 2.26.           Valuation Date.........................................................................5
   SECTION 2.27.           401(k) Plan............................................................................5


ARTICLE III.               CONTRIBUTIONS..........................................................................6

   SECTION 3.1.            Excess Elective Contributions..........................................................6
   SECTION 3.2.            Additional Voluntary Contributions.....................................................6
   SECTION 3.3.            Effect and Duration of Excess Elective Contributions or Additional Voluntary
                           Contributions..........................................................................6
   SECTION 3.4.            Excess Matching Contributions..........................................................7
   SECTION 3.5.            Excess Profit-Sharing Contributions....................................................7
   SECTION 3.6.            Excess Transition Benefit Plan Contributions...........................................7
   SECTION 3.7.            Additional Company Contributions Account...............................................8
   SECTION 3.8.            Time of Election.......................................................................8

ARTICLE IV.                DEFERRALS BY NONEMPLOYEE DIRECTORS.....................................................8

   SECTION 4.1.            Deferrals by Nonemployee Directors.....................................................8
   SECTION 4.2.            Effect and Duration of Election........................................................9
</TABLE>


<PAGE>   3

<TABLE>
<S>               <C>      <C>                                                                                  <C>

ARTICLE V.        SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN BENEFITS.................................................9

   SECTION 5.1.            Supplemental Executive Retirement Plan Credit..........................................9
   SECTION 5.2.            Vesting................................................................................9
   SECTION 5.3.            Deemed Investment.....................................................................10


ARTICLE VI.       TRANSFERRED BENEFITS...........................................................................10


ARTICLE VII.      ACCOUNT ADMINISTRATION.........................................................................10

   SECTION 7.1.            Account Earnings Credit...............................................................10
   SECTION 7.2.            Investment Election...................................................................10
   SECTION 7.3.            Investment Funds......................................................................11
   SECTION 7.4.            Participant's Accounts................................................................11
   SECTION 7.5.            Statements............................................................................12


ARTICLE VIII.     VESTING........................................................................................12


ARTICLE IX.       DISTRIBUTION OF BENEFITS TO PARTICIPANTS.......................................................12

   SECTION 9.1.            Deferral Election Form................................................................12
   SECTION 9.2.            Time and Manner of Payment............................................................13
   SECTION 9.3.            Liability for Payment/Expenses........................................................13
   SECTION 9.4.            SERP Benefits Upon Disability.........................................................14


ARTICLE X.        DEATH BENEFITS.................................................................................14

   SECTION 10.1.           Beneficiary Designations..............................................................14
   SECTION 10.2.           Distribution to Beneficiaries.........................................................14

ARTICLE XI.       MISCELLANEOUS..................................................................................15

   SECTION 11.1.           Liability of Employers................................................................15
   SECTION 11.2.           Limitation on Rights of Participants and Beneficiaries - No Lien......................15
   SECTION 11.3.           No Guarantee of Employment............................................................15
   SECTION 11.4.           Payment to Guardian...................................................................15
   SECTION 11.5.           Assignment............................................................................15
   SECTION 11.6.           Severability..........................................................................15
   SECTION 11.7.           Adoption by Other Employers...........................................................16
   SECTION 11.8.           Tax Withholding.......................................................................16
   SECTION 11.9.           Effect on other Benefits..............................................................16

ARTICLE XII.      ADMINISTRATION OF THE PLAN.....................................................................16

   SECTION 12.1.           Administration........................................................................16
   SECTION 12.2.           Regulations...........................................................................17
   SECTION 12.3.           Claims Procedures.....................................................................17
   SECTION 12.4.           Revocability of Plan Administrator/Employer Action....................................18
   SECTION 12.5.           Amendment.............................................................................18
   SECTION 12.6.           Termination...........................................................................18
</TABLE>

                                      ii
<PAGE>   4


                           DEFERRED COMPENSATION PLAN

         ChoicePoint Inc. (the "Company") does hereby adopt this ChoicePoint
Inc. Deferred Compensation Plan, effective July 30, 1997.


                                   ARTICLE I.
                                     PREFACE

         SECTION 1.1. Effective Date. The effective date of this Plan is July
30, 1997.

         SECTION 1.2. Purpose of the Plan. The purposes of this Plan are to
provide unfunded deferred compensation to certain persons as follows:

                  (a) To provide for a select group of highly compensated
management Employees of the Company (and certain affiliated companies) benefits
they would have received under the 401(k) Plan and certain other plans of the
Company but for the limitations imposed under Sections 402(g), 401(a) (17),
401(k)(3), 401(m) and 415 of the Internal Revenue Code of 1986, as amended
("Code");

                  (b) To permit the election by members of said group of
Employees, or of nonemployee members of the Board of Directors of the Company or
certain affiliated companies to defer additional compensation;

                  (c) To provide a Supplemental Executive Retirement Plan
Benefit to certain Employees designated by the Company; and

                  (d) To provide benefits credited for certain participants
under the Equifax Inc. SERP and the Equifax Inc. Deferred Compensation Plan who
elected that their benefits should be provided pursuant to this Plan.

         SECTION 1.3. Governing Law. This Plan shall be regulated, construed and
administered under the laws of the State of Georgia, except when preempted by
federal law.

         SECTION 1.4. Gender and Number. For purposes of interpreting the
provisions of this Plan, the masculine gender shall be deemed to include the
feminine, the feminine gender shall be deemed to include the masculine, and the
singular shall include the plural unless otherwise clearly required by the
context.

<PAGE>   5

                                   ARTICLE II.
                                   DEFINITIONS

         Except as otherwise provided in the Plan, terms defined in the 401(k)
Plan, as amended from time to time, shall have the same meanings when used
herein, unless a different meaning is clearly required by the context of this
Plan. In addition, the following words and phrases shall have the following
respective meanings for purposes of this Plan.

         SECTION 2.1. Account shall mean the record maintained in accordance
with Section 7.4 by the Employer as the sum of the Participant's Excess Elective
Contribution Account, Additional Voluntary Contributions Account, Excess
Matching Account, Excess Profit-Sharing Account, Excess Transition Benefit Plan
Account, Additional Company Contributions Account, SERP Account, Transferred
Benefit Account and the Nonemployee Director's Deferral Account, as applicable.

         SECTION 2.2. Beneficiary shall mean the person or persons designated by
the Participant as his Beneficiary under this Plan, in accordance with the
provisions of Article X hereof.

         SECTION 2.3. Benefit shall mean the value as of any given date of the
contributions and appropriate investment experience credited to a Participant's
Account identified in Section 2.1.

         SECTION 2.4. Change in Control shall mean the occurrence of any of the
following events:

                  (a) The Company 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 are held in the aggregate by the holders of
the then outstanding securities entitled to vote generally in the election of
Directors of the Company ("Voting Shares") immediately prior to such
transaction;

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

                  (c) 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
Exchange Act, disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as such law, rules and
regulations may be amended from time to time ("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 30% or more of the Voting Shares;

                  (d) The Company 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 Company has or may have
occurred or will or may occur in the future pursuant to any then-existing
contract or transaction; or


                                       2
<PAGE>   6

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

                  f) Notwithstanding the foregoing provisions of Section 2.4(c)
and (d) above, a "Change in Control" shall not be deemed to have occurred for
purposes of this Plan (i) solely because (A) the Company, (B) a Subsidiary, (C)
any Company-sponsored employee stock ownership plan or other employee benefit
plan of the Company, or (D) any Employee 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 it of
shares of Voting Shares, whether in excess of 30% or otherwise, or because the
Company reports that a change of control of the Company has or may have occurred
or will or may occur in the future by reason of such beneficial ownership or
(ii) solely because of a change in control of any subsidiary of the Company.

                  (g) Notwithstanding the foregoing provisions of this Section
2.4, if prior to any event described in paragraphs (a), (b), (c) or (d) of this
Section 2.4 instituted by any person who is not an officer or director of the
Company, or prior to any disclosed proposal instituted by any person who is not
an officer or director of the Company which could lead to any such event,
management proposes any restructuring of the Company which ultimately leads to
an event described in paragraphs (a), (b), (c) or (d) of this Section 2.4
pursuant to such management proposal, then a "Change in Control" shall not be
deemed to have occurred for purposes of this Plan.

         SECTION 2.5. ChoicePoint Inc. Stock Fund shall mean a hypothetical fund
established for each Participant to reflect the value of the Participant's
Account, or portion thereof, invested in said fund. Said fund shall be credited
with shares and fractional shares of Company common stock at the time of any
addition to the Fund which are equal to the dollar amount of the addition
divided by the value of a share of Company common stock. Said value shall be
determined by the Plan Administrator, according to a procedure consistently
applied, on the date of each said addition. Dividends paid on shares of the
Company's common stock shall be calculated in dollars based on the number of
shares held in the fund and shall be similarly converted into shares and
credited to the fund as of the date paid, as additional hypothetical earnings
experienced by the fund. Transfers out of said fund shall be made in dollar
amounts, and the fund shall be reduced by the number of shares required, based
on the value of the Company's common stock on the date of transfer.

         SECTION 2.6. Code shall mean the Internal Revenue Code of 1986, as
amended.

         SECTION 2.7. Company shall mean ChoicePoint Inc.

         SECTION 2.8. Committee shall mean the Management Compensation and
Benefits Committee of the Board of Directors of the Company.


                                       3
<PAGE>   7


         SECTION 2.9. Compensation shall mean, with respect to an Employee, the
total compensation paid to a Participant by an Employer for services as an
Employee for a Plan Year, including overtime, overtime premium, bonuses,
commissions, and amounts received pursuant to a sick pay plan or short-term
disability plan (but not a long term disability plan) maintained by an Employer,
including the amount of "Elective Contributions" and other pre-tax contributions
to the 401(k) Plan, but excluding benefits received under the Plan or any
employee pension or welfare plan (other than an Employer's sick pay plan or
short-term disability plan), and exclusive of any program of additional benefits
or compensation payable other than in cash, and exclusive of any benefits
awarded or payable under the Company's Omnibus Stock Incentive Plan (or any
similar plan or program) whether or not taxable to the Participant. With respect
to Nonemployee Directors, Compensation shall mean the fees paid to a Nonemployee
Director during a Plan Year, regardless of whether deferred pursuant to the
Plan.

         SECTION 2.10. Controlled Group means the Company and any other
corporation which is a member of the controlled group of corporations of which
the Company is a member as defined in section 414(b) of the Code.

         SECTION 2.11. Disability shall mean the inability of a Participant to
perform his material and substantial duties for the Employer by reason of mental
or physical illness, injury or disease which is expected to result in death or
be of indefinite duration.

         SECTION 2.12. Employee shall mean a person who (a) performs services
for an Employer (b) is a common law employee of such an Employer, and (c) is
classified on the Employer's records, and paid, as a salaried employee of the
Employer.

         SECTION 2.13. Employer shall mean the Company and any other Controlled
Group member that adopts this Plan pursuant to Section 11.7.

         SECTION 2.14. Equity Index Fund shall mean the Spartan U.S. Equity
Index Portfolio under the 401(k) Plan or any equivalent equity index fund which
is designated by the Plan Administrator as the successor to the Spartan U.S.
Equity Index Portfolio.

         SECTION 2.15. Excess Benefit shall mean an Excess Elective Contribution
Benefit, an Excess Matching Benefit, Excess Profit-Sharing Benefit and an Excess
Transition Benefit (as described in Article III) which is payable to or with
respect to a Participant under this Plan.

         SECTION 2.16. Fixed Income Fund shall mean the Fidelity U.S. Bond
Portfolio under the 401(k) Plan or any equivalent fixed income fund which is
designated by the Plan Administrator as the successor to the Fidelity U.S. Bond
Index Portfolio.

         SECTION 2.17. Hardship shall mean an event which results (or will
result) in severe financial hardship to the Participant. Whether a hardship
exists shall be determined consistent with the general rules and standards set
forth in Section 1.401(k)-1(d)(2)(iii) of the Treasury Regulations or a
successor regulation.


                                       4
<PAGE>   8


         SECTION 2.18. Insolvent. For purposes of this Plan, an Employer shall
be considered Insolvent at such time as it (a) is unable to pay its debts as
they mature, or (b) is subject to a pending voluntary or involuntary proceeding
as a debtor under the United States Bankruptcy Code, as heretofore or hereafter
amended.

         SECTION 2.19. Nonemployee Director shall mean a member of the Board of
Directors of the Company or any corporation which is a member of the same
Controlled Group who is not also a common law employee of any of said entities.

         SECTION 2.20. Participant. For a particular Plan Year, the term
Participant shall mean (a) any Employee designated by the Chief Executive
Officer of the Company as eligible to participate in the Plan; or (b) any
Nonemployee Director. So long as such a person has an undistributed benefit
under the Plan, he shall continue to be a Participant even though he is no
longer an Employee or Director.

         SECTION 2.21. Plan shall mean the ChoicePoint Inc. Deferred
Compensation Plan, as set forth herein or as duly amended.


         SECTION 2.22. Plan Administrator shall mean the Chief Financial Officer
and the Vice President, Compensation and Benefits, of the Company or the person
or persons appointed by the Committee or the Board of Directors to administer
the Plan pursuant to Article XII.

         SECTION 2.23. Plan Year shall mean the calendar year; provided,
however, that the first Plan Year shall begin on the Effective Date and end on
December 31, 1997.

         SECTION 2.24. Short Term Income Fund shall mean the Managed Income
Portfolio under the 401(k) Plan or any equivalent short-term income fund
thereunder which is designated by the Plan Administrator as the successor to the
Managed Income Portfolio.

         SECTION 2.25. Transition Benefit Plan shall mean the ChoicePoint Inc.
Transition Benefit Plan as in effect from time to time.

         SECTION 2.26. Valuation Date shall mean the last business day of each
Plan Year, or such more frequent date determined by the Plan Administrator and
communicated to the Participants.

         SECTION 2.27. 401(k) Plan shall mean the ChoicePoint Inc. 401(k) Profit
Sharing Plan (or any successor plan).


                                       5
<PAGE>   9

                                  ARTICLE III.
                                  CONTRIBUTIONS

         SECTION 3.1. Excess Elective Contributions.


                  (a) Amount of Excess Elective Contributions. Each Participant
may, prior to the first day of any Plan Year starting with the 1998 Plan Year or
within 30 days after becoming a Participant hereunder in any Plan Year beginning
on or after January 1, 1998, by completing a Deferral Election Form or other
form approved by the Company, direct his Employer:

                           (i) to reduce his Compensation by a certain
                  percentage, in 1% increments, with a maximum of 6%, of his
                  Compensation beginning with the payroll period following the
                  payroll period in which the cumulative total of the "Elective
                  Contributions" with respect to the Participant for the Plan
                  Year under the 401(k) Plan has reached the maximum amount
                  permissible, consistent with Section 402(g) of the Code and
                  the limitations of Section 401(k)(3) of the Code; and

                           (ii) to credit the deferrals to the Excess Elective
                  Contributions Account described in Section 7.4 at the times
                  described therein.

                  (b) Coordination with Section 401(k) Plan. As soon as
practicable after the beginning of each Plan Year starting with the 1998 Plan
Year, and not later than the March 31 following the end of such Plan Year, the
Company will perform or cause to be performed an actual deferral percentage test
to determine the maximum amount of additional Elective Contributions that could
be made for such Plan Year, consistent with Section 402(g) of the Code and the
limitations of Section 401(k)(3) of the Code, on behalf of the Participant as a
participant in the 401(k) Plan. When said amount of Elective Contributions has
been determined and when the Participant's current compensation has been reduced
accordingly, the deferral election under subsection (a) above shall become
effective.

         SECTION 3.2. Additional Voluntary Contributions. In addition to other
deferrals hereunder, a Participant may, by completing a Deferral Election Form
or other form approved by the Company, direct his Employer to reduce his
Compensation for the period for which said election is effective by a certain
percentage of his Compensation, in 1% increments, with a maximum as determined
and communicated by the Plan Administrator, (excluding any Compensation deferred
pursuant to Section 3.1(a) or withheld or deducted for other purposes, such as
insurance premiums, charitable contributions, tax withholdings and the like,
pursuant to Company policy), and to credit the deferrals to the Additional
Voluntary Contributions Account described in Section 7.4 at the times described
therein. Any such direction may pertain to Compensation exclusive of any bonus,
or to any bonus separately, or to all elements of Compensation.

         SECTION 3.3. Effect and Duration of Excess Elective Contributions or
Additional Voluntary Contributions. Any direction by a Participant to make
deferrals of Excess Elective Contributions or Additional Voluntary Contributions
hereunder shall be effective with respect to Compensation otherwise payable to
the Participant during the Plan Year for which the election is effective, and
the Participant shall not be eligible to receive as part of his compensation an
amount


                                       6
<PAGE>   10

equal to such Excess Elective Contributions or Additional Voluntary
Contributions. Instead, such amounts shall be credited to the Participant's
Account as provided in Section 7.4. Any directions made in accordance with
Subsections (a) or (b) of Section 3.1 or with Section 3.2 above shall be
irrevocable for the Plan Year in question and shall remain in effect for
subsequent Plan Years unless the directions are changed or terminated by the
Participant, on the appropriate form provided by the Plan Administrator, prior
to the first day of such subsequent Plan Year. Notwithstanding the foregoing, a
Participant's direction to make deferrals of Excess Elective Contributions or
Additional Voluntary Contributions shall automatically terminate on the earlier
of the date on which (i) the Participant ceases employment with the Employer,
(ii) the Participant's Employer is deemed Insolvent, (iii) the Participant is no
longer eligible to make deferrals of Excess Elective Contributions or Additional
Voluntary Contributions hereunder or (iv) the Plan is terminated.

         Any Participant whose eligibility to make before-tax contributions to
the 401(k) Plan has been suspended for any reason (including the taking of a
hardship withdrawal thereunder) shall not be eligible to defer Excess Elective
Contributions under this Plan for the period of his suspension from the 401(k)
Plan.

         SECTION 3.4.               Excess Matching Contributions.

                  (a) Participants Eligible for the 401(k) Plan. A Participant
shall have credited to his Excess Matching Account an amount equal to the
portion of the Matching Elective Contributions and Matching Voluntary
Contributions (as defined in the 401(k) Plan) that the Employer would contribute
under Sections 3.1(b) and (c) (or successor provisions) of the 401(k) Plan
(assuming his Elective Contributions had continued uninterrupted for the
remainder of the Plan Year based on his election on record as of the date the
applicable limitation is imposed) but that the Employee is prevented from
receiving under the 401(k) Plan because of the limitations imposed under Code
Sections 402(g), 401(a)(17), 401(k)(3), 401(m) and 415 of the Code
(collectively, the "Excess Matching Contributions").

                  (b) Participants Who Are Not Eligible for the 401(k) Plan. A
Participant who is not eligible for the 401(k) Plan (under the terms of such
Plan) shall have credited to his Excess Matching Contribution Account an amount
equal to a percentage of the Participant's Additional Voluntary Contributions
(to the extent that such Contributions do not exceed 6% of such Participant's
Compensation), where such percentage is determined and communicated by the Plan
Administrator following the end of each Plan Year.

         SECTION 3.5. Excess Profit-Sharing Contributions. A Participant shall
have credited to his Excess Profit-Sharing Account an amount equal to the
portion of the Company Profit-Sharing Contributions that he is prevented from
receiving under the 401(k) Plan because of the limitation imposed under Code
Sections 402(g), 401(a)(17), 401(k)(3), 401(m), and 415 of the Code and any
other section of the Code, or because the definition of compensation under said
Plan does not include the amount of Compensation deferred under this Plan.

         SECTION 3.6. Excess Transition Benefit Plan Contributions. A
Participant shall have credited to his Excess Transition Benefit Plan Account an
amount equal to the portion of the Company contributions under the Company's
Transition Benefit Plan that he is prevented from receiving because of the
limitations imposed under Code Sections 401(a)(17) and 415 of the Code or any
other Section of the Code, or because the definition of compensation under said
Plan does not include the amount of Compensation deferred under this Plan.


                                       7
<PAGE>   11

         SECTION 3.7. Additional Company Contributions Account. A Participant
shall have credited to his Additional Company Contributions Account an amount
determined from time to time by the Company in its sole discretion.

         SECTION 3.8. Time of Election. Any election to defer Compensation made
pursuant to the provisions of this Article III shall be made prior to January 1
of a given year if a Participant is eligible to participate in this Plan as of
said date, or within thirty (30) days of the date other than January 1 as of
which he is designated as a Participant, with respect to Compensation payable
after the effective date of his election.


                                   ARTICLE IV.
                       DEFERRALS BY NONEMPLOYEE DIRECTORS

         SECTION 4.1.               Deferrals by Nonemployee Directors

                  (a) Election of Deferral.

                           (i) General Rule. Prior to the first day of
                  each Plan Year a Nonemployee Director may elect, by executing
                  a Deferral Election Form in accordance with procedures
                  prescribed by the Plan Administrator, to defer up to 100
                  percent (in 1 percent increments) or a specified dollar amount
                  of the Compensation that would otherwise be payable to the
                  Nonemployee Director for the Plan Year.

                           (ii) New Participants. In the case of a
                  deferral election which becomes effective on a date other than
                  the first day of a Plan Year, the election shall relate only
                  to Compensation which has not yet been earned as of the date
                  of the Nonemployee Director's execution of the deferral
                  election or (if later) the effective date of the deferral
                  election.

                           (iii) Allocation to Accounts. Each deferral
                  of Compensation under this Section 4.1 shall be credited to
                  the Nonemployee Director's Deferral Account as of the date
                  when the amount deferred would have been paid to the
                  Participant.

                  (b) Revocation of Election. After the beginning of a Plan
Year, a Nonemployee Director may not increase, decrease, or revoke the amount
of Compensation deferred for that Plan Year.

                  (c) Transferred Amounts. In addition to the amounts credited
to the Nonemployee Director's Deferral Account under the foregoing provisions
of this Section 4.1, there shall also be credited to such Account the amount
(if any) transferred with respect to the Nonemployee Director from the Equifax
Inc. Deferred Compensation Plan.


                                       8
<PAGE>   12


         SECTION 4.2. Effect and Duration of Election. Any direction by a
Nonemployee Director to make deferrals of Compensation hereunder shall be
effective with respect to Compensation otherwise payable to the Nonemployee
Director during the Plan Year for which the election is effective, and the
Nonemployee Director shall not be eligible to receive such Compensation
currently. Instead, such amounts shall be credited to the Nonemployee Director's
Deferral Account in accordance with Section 7.4. Any directions made in
accordance with Section 4.1 above shall be irrevocable for the Plan Year in
question and shall remain in effect for subsequent Plan Years unless the
directions are changed or terminated by the Nonemployee Director, on the
appropriate form provided by the Plan Administrator, prior to the first day of
such subsequent Plan Year. Notwithstanding the foregoing, a Nonemployee
Director's direction to make deferrals of Compensation shall automatically
terminate on the earlier of the date on which (i) the Nonemployee Director
ceases to serve as a director of the Company or other member of the Controlled
Group, (ii) the Company is deemed Insolvent, or (iii) the Plan is terminated.


                                   ARTICLE V.
                 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN BENEFITS

         SECTION 5.1. Supplemental Executive Retirement Plan Credit. In addition
to the other amounts credited under this Plan, at the end of each Plan Year
there shall be credited to a Supplemental Executive Retirement Plan Account
("SERP Account") for each eligible Participant the dollar amount or the
percentage of the sum of the Participant's base salary plus annual incentive
pay. The amounts credited to the SERP Account and any other amounts credited to
(as adjusted for amounts debited from) the SERP Account pursuant to Section 7.4
shall constitute the SERP Benefit.

         SECTION 5.2. Vesting.

                  (a) In general, prior to the attainment of age 55, a
Participant shall be 50% vested in his SERP Account.

                  (b) Upon attainment of age 55, a Participant shall be fully
(100%) vested in his SERP Account.

                  (c) If a Participant's employment terminates between the ages
of 50 and 55 (other than "for cause" (as defined in subsection (d)) or as a
result of voluntary resignation), the Participant shall be fully (100%) vested
in his SERP Account.

                  (d) Notwithstanding any other provision herein, a
Participant's SERP Account and SERP Benefit shall be forfeited in the event that
the Participant's employment terminates for cause. For purposes of this Plan, a
termination of employment shall be considered to be "for cause" if the
termination of employment results from the Participant's engaging in an act of
embezzlement, theft or infraction of any criminal law involving the Company or a
related entity or engaging in activities directly competitive with the Company
during the individual's employment with the Company.

                  (e) A Participant shall be fully (100%) vested in his SERP
Account upon termination of employment for Disability.


                                       9
<PAGE>   13

                  (f) Notwithstanding any other provision herein, all amounts
credited to a SERP Account shall be immediately vested and nonforfeitable upon a
Change in Control (as defined in Section 2.4).

         SECTION 5.3. Deemed Investment. Amounts credited to a SERP Account
shall be treated as if invested in the ChoicePoint Inc. Stock Fund for purposes
of determining the amount of the adjustments to be made to such Account while
the Participant is an active Employee. After the Participant's employment with
his Employer (or any other member of the Controlled Group) terminates, he or she
may make an investment election with respect to the SERP Account in accordance
with Section 7.2.


                                   ARTICLE VI.
                              TRANSFERRED BENEFITS

         In addition to the other amounts credited under this Plan, an amount
shall be credited to a Transferred Benefit Account for each Participant who
consents in writing to the substitution of ChoicePoint Inc. for Equifax Inc. as
the obligor with respect to liabilities under the Equifax Inc. Supplemental
Executive Retirement Plan. Amounts credited to a Transferred Benefit Account
shall be treated as if invested in the investment fund or funds described in
Article VII pursuant to the procedures prescribed by the Plan Administrator. The
amounts credited to the Participant's Transferred Benefit Account pursuant to
this Article VI and Article VII, as adjusted for amounts debited from said
account pursuant to Article VII shall constitute the Participant's Transferred
Benefit.


                                  ARTICLE VII.
                             ACCOUNT ADMINISTRATION

         SECTION 7.1. Account Earnings Credit. As of each Valuation Date, the
Accounts attributable to each Participant shall be credited with an earnings
credit determined by multiplying such portion of such Participant's average
Account balance during such month by the rate earned during such month by the
investment fund selected by the Participant, or the ChoicePoint Inc. Stock Fund,
in the case of Excess Matching Contribution Accounts and SERP Accounts;
provided, however, that the Plan Administrator, in his discretion, may at any
time implement procedures under which earnings credits are made on a daily
basis.

         SECTION 7.2. Investment Election. Except as provided in Section 5.3,
once during each month of a Plan Year, a Participant may elect, or change a
prior election, to have his Account treated as if it were invested in one or
more of the investment funds. A Participant may make such an election by
executing and delivering to the Plan Administrator a written instrument in such
form as the Plan Administrator may prescribe or approve. In the absence of such
a direction, the amount credited to a Participant's Account shall be treated as
if it were invested in the ChoicePoint Inc. Stock Fund. A change in election
will be effective as soon as reasonably practicable after receipt by the Plan
Administrator.


                                       10
<PAGE>   14


         SECTION 7.3. Investment Funds. The investment funds available from
which each Participant may select to determine the earnings credit to be applied
(see Section 7.1) to each account are as follows:

                      (a)   Fixed Income Fund

                      (b)   Equity Index Fund

                      (c)   ChoicePoint Inc. Stock Fund

                      (d)   Short Term Income Fund.

Notwithstanding the foregoing, under no circumstances shall any Employer be
obligated actually to invest any amounts of the Employer's cash or other assets
in any of the Investment Funds. The amount credited to a Participant's Account
shall be treated as if invested in one or more of the Investment Funds solely
for purposes of determining the amount of the adjustments to be made to such
Account. The Plan Administrator, in his discretion, may delete one or more of
the funds enumerated above in this Section 7.3, and may also add one or more
additional funds (which additional funds shall be subject to deletion, in the
Plan Administrator's discretion).

         SECTION 7.4. Participant's Accounts. Each Employer shall establish and
maintain on its books a reserve in an aggregate amount equal to the total of the
accounts for each Participant. The Plan Administrator shall maintain records for
individual Participants which shall contain the following entries, as
applicable:

                  (a) Amounts to an Excess Elective Contribution Account for the
Excess Elective Contributions described in Section 3.1, which shall be allocated
to the Account when a Participant is prevented from making an Elective
Contribution under the 401(k) Plan;

                  (b) Amounts to an Additional Voluntary Contributions Account
for the Additional Voluntary Contributions described in Section 3.2, which shall
be credited to the Account when amounts deferred under Section 3.2 would have
been paid in cash to the Participant, in the absence of a deferral election;

                  (c) Amounts to an Excess Matching Account for the Excess
Matching Contributions described in Section 3.4, which shall be credited to the
Account when a Participant is prevented from receiving an allocation of Matching
Elective Contributions or Matching Voluntary Contributions under the 401(k)
Plan;

                  (d) Amounts to an Excess Profit-Sharing Account for the Excess
Profit-Sharing Contributions described in Section 3.5 which shall be credited to
the Account when a Participant is prevented from receiving an allocation of
Company Profit-Sharing Contributions under the 401(k) Plan;

                  (e) Amounts to an Excess Transition Benefit Plan Account
described in Section 3.6 which shall be credited to the Account in accordance
with procedures prescribed by the Plan Administrator;

                  (f) Amounts to an Additional Company Contributions Account
described in Section 3.7 which shall be credited to the Account with procedures
prescribed by the Plan Administrator.


                                       11
<PAGE>   15

                  (g) Amounts to a SERP Benefit Account described in Article V,
which shall be credited to the Account in accordance with procedures prescribed
by the Plan Administrator;

                  (h) Amounts to a Transferred Benefit Account described in
Article VI which shall be credited to the Account in accordance with procedures
prescribed by the Plan Administrator;

                  (i) Amounts to a Nonemployee Director's Deferral Account
described in Section 4.1, which shall be credited to the Account in Accordance
with procedures prescribed by the Plan Administrator;

                  (j) Amounts to all Accounts for the earnings described in
Section 7.1 which shall continue until such Accounts have been distributed to
the Participant or his Beneficiary, and

                  (k) Debits for any distributions made from the Accounts.

         SECTION 7.5. Statements. Participants shall be provided with statements
of their Account balances as soon as practicable following each calendar
quarter.


                                  ARTICLE VIII.
                                     VESTING

         A Participant shall always be 100% vested in amounts credited to his
Account (other than the SERP Account) hereunder. Amounts credited to a
Participant's SERP Account shall become vested in accordance with Section 5.2 of
this Plan.


                                   ARTICLE IX.
                    DISTRIBUTION OF BENEFITS TO PARTICIPANTS

         SECTION 9.1.               Deferral Election Form.


                  (a) Deferral Period. The Deferral Election Forms described in
the appropriate sections above shall also contain such Participant's election
regarding the time of the commencement of payment to him of his Benefit
described therein. Except as provided in Section 9.1(c), such Participant may
elect that payment of his Benefit shall commence on (i) the date on which he
ceases to be an Employee or a Nonemployee Director of a Controlled Group member,
(ii) the date on which he attains an age specified in the Deferral Election
Form, or (iii) the earlier or later of such dates or as otherwise provided for
by the Plan Administrators. In no event shall the payment of benefits commence
later than on the day which is the 71st anniversary of the birth of the
Participant.

                  (b) Form of Payment. In the Deferral Election Form, the
Participant shall also elect whether to receive his benefits under the Plan in
the form of a lump sum payment or in annual installments for a period not
exceeding 20 years. Payments of benefits hereunder shall be made in the form
elected by the Participant, provided that the Participant shall have made a
written election with respect to the form of payment at least twelve months
prior to the commencement of payments


                                       12
<PAGE>   16


hereunder. In the event that the Participant has made more than one such
election, the most recent election filed with the Plan Administrator, but no
less than 12 months prior to the date payments are to commence, shall control.
If the Participant fails to make a valid election with respect to the form of
payment, payments hereunder shall be made in the form of a single lump sum cash
payment.

                  (c) SERP Benefit Elections. By filing an election, in such
form as the Plan Administrator shall prescribe, the Participant may elect
separately (i) that payment of his SERP Account and his Transferred Benefit
Account shall commence on the date following termination of employment on which
he attains an age, no less than 55 (except in the event of a Change in Control
or Disability) years and no more than 71 years, specified in the election,
except when Section 5.2(d) applies; and (ii) to receive his SERP Benefit and
Transferred Benefit in the form of a lump sum payment or in annual installments
for a period not exceeding 20 years.

         SECTION 9.2.               Time and Manner of Payment.

                  (a) Timing. A Participant's Benefit shall be paid (or commence
to be paid) to the Participant no later than the 30th day after the date
specified in the Participant's Deferral Election Form pursuant to Section 9.1.

                  (b) Form. A Participant's Benefit shall be distributed to the
Participant in the form(s) selected by the Participant in the Deferral Election
Form pursuant to Section 9.1 with respect to such amounts. If installment
payments are elected, the first installment shall be paid on the date specified
in Section 9.2(a) and shall be made annually thereafter, with each installment
being based on the value of the Account on the date immediately preceding the
date such installment is to be paid. The installment shall be equal to such
value multiplied by a fraction the numerator of which is one and the denominator
of which is the total number of remaining installments to be paid. The minimum
installment payment shall be $500.00.

                  (c) Hardship Distributions. Notwithstanding the foregoing, the
Plan Administrator may at any time, upon written request of the Participant,
cause to be paid to such Participant an amount equal to all or any part of the
Participant's Account if the Plan Administrator determines, in his absolute
discretion based on such reasonable evidence as he shall require, that such a
payment or payments are necessary for the purpose of alleviating the
consequences of a Hardship occurring with respect to the Participant. Payments
of amounts because of a Hardship shall be permitted only to the extent
reasonably necessary to satisfy the financial need associated with the Hardship.

                  (d) Small Accounts. Notwithstanding any provision of the Plan
or a Participant's Deferral Election Form to the contrary, death, in the event
that the Account of a Participant does not exceed $5,000 at the time of the
Participant's termination of employment or cessation of service as a Director
with all members of the Controlled Group, such Account shall automatically be
paid to him in a single lump sum payment as soon as practicable following such
termination of employment or cessation of service.

         SECTION 9.3. Liability for Payment/Expenses. The Company shall pay
all Benefits and any administrative expenses hereunder to or on behalf of a
Participant.


                                       13
<PAGE>   17




         SECTION 9.4. SERP Benefits Upon Disability. In the event of Disability,
distribution of the SERP Account shall be made or commence to be made in
accordance with the separate election that the Participant shall have executed
at the time of becoming, or shortly after becoming, a Participant in the Plan
with respect to SERP Benefits, in accordance with procedures prescribed by the
Plan Administrator.


                                   ARTICLE X.
                                 DEATH BENEFITS

         SECTION 10.1. Beneficiary Designations. A designation of a Beneficiary
hereunder may be made only by an instrument (in form acceptable to the Plan
Administrator) signed by the Participant and filed with the Plan Administrator
prior to the Participant's death. In the absence of such a designation and at
any other time when there is no existing Beneficiary designated hereunder, the
Beneficiary of a Participant for his Benefits shall be the estate of the
Participant. If two or more persons designated as a Participant's Beneficiary
are in existence with respect to a single Benefit, the amount of any payment to
the Beneficiary under this Plan shall be divided equally among such persons
unless the Participant's designation specifically provides for a different
allocation. Any change in Beneficiary shall be made by giving written notice
thereof to the Plan Administrator and any change shall be effective only if
received by the Plan Administrator prior to the death of the Participant.

         SECTION 10.2.     Distribution to Beneficiaries.

                  (a) Amount of Benefits. The Benefits payable to a
Participant's Beneficiary under this Plan shall be equal to such Participant's
Account balance (or, in the case of a Participant who is not fully vested, the
appropriate fraction thereof, on the date of the distribution of the Account to
the Beneficiary.

                  (b) Time of Payment. The Benefits payable to a Beneficiary
under this Plan shall be paid as soon as practicable following the death of the
Participant.


                  (c) Manner of Payment. All Benefits payable to a Beneficiary
hereunder shall be paid in the form of a lump sum payment, unless the
Participant has elected on the appropriate Deferral Election Form, prior to his
death, that the Benefits shall be paid to the Beneficiary (i) in the form of a
lump sum, (ii) in the form of annual installments for a period not exceeding 5
years or (iii) in the form currently being paid, if payments are in pay status
at the time of the death, or (iv) in such other form as the Plan Administrator
has made available on the Deferral Election Form from time to time.


                                       14
<PAGE>   18


                                   ARTICLE XI.
                                  MISCELLANEOUS

         SECTION 11.1. Liability of Employers. Nothing in this Plan shall
constitute the creation of a trust or other fiduciary relationship between an
Employer and any Participant, Beneficiary or any other person.

         SECTION 11.2. Limitation on Rights of Participants and Beneficiaries -
No Lien. The Plan is designed to be an unfunded, nonqualified plan. Nothing
contained herein shall be deemed to create a trust or lien in favor of any
Participant or Beneficiary on any assets of any Employer. The Employers shall
have no obligation to purchase any assets that do not remain subject to the
claims of the creditors of the Employers for use in connection with the Plan. No
Participant or Beneficiary or any other person shall have any preferred claim
on, or any beneficial ownership interest in, any assets of an Employer prior to
the time that such assets are paid to the Participant or Beneficiary as provided
herein. Each Participant and Beneficiary shall have the status of a general
unsecured creditor of the Employers.

         SECTION 11.3. No Guarantee of Employment. Nothing in this Plan shall be
construed as guaranteeing future employment or service as a Director to any
Participant. A Participant who is an Employee continues to be an Employee of an
Employer solely at the will of the Employer and is subject to discharge at any
time, with or without cause.

         SECTION 11.4. Payment to Guardian. If a benefit payable hereunder is
payable to a minor, to a person declared incompetent or to a person incapable of
handling the disposition of his property, the Plan Administrator may direct
payment of such benefit to the guardian, legal representative or person having
the care and custody of such minor, incompetent or person. The Plan
Administrator may require such proof of incompetency, minority, incapacity or
guardianship as it may deem appropriate prior to distribution of the benefit.
Such distribution shall completely discharge the Employers from all liability
with respect to such benefit.

         SECTION 11.5. Assignment. No right or interest under this Plan of any
Participant or Beneficiary shall be assignable or transferable in any manner or
be subject to alienation, anticipation, sale, pledge, encumbrance or other legal
process or in any manner be liable for or subject to the debts or liabilities of
the Participant or Beneficiary.

         SECTION 11.6. Severability. If any provision of this Plan or the
application thereof to any circumstance(s) or person(s) is held to be invalid by
a court of competent jurisdiction, the remainder of the Plan and the application
of such provision to other circumstances or persons shall not be affected
thereby.


                                       15
<PAGE>   19

         SECTION 11.7. Adoption by Other Employers. Any member of the Controlled
Group may adopt this Plan with the consent of the Plan Administrator or the
Chief Executive Officer of the Company by executing an instrument evidencing its
adoption of this Plan on the order of its Board of Directors and filing a copy
thereof with the Company. Such adoption may be subject to such terms and
conditions as the Committee requires or approves.

         SECTION 11.8. Tax Withholding. Any amount payable to a Participant or
Beneficiary under this Plan shall be subject to reduction by amounts required to
be withheld by the Company under any provision of law (including without
limitation the provisions of federal, state, local and foreign tax laws).

         SECTION 11.9. Effect on other Benefits. Benefits payable to or with
respect to a Participant under the 401(k) Plan or any other Employer-sponsored
(qualified or nonqualified) plan, if any, are in addition to those provided
under this Plan.


                                  ARTICLE XII.
                           ADMINISTRATION OF THE PLAN

         SECTION 12.1.     Administration.


                  (a) In general. The Plan shall be administered by the Plan
Administrator. The Plan Administrator shall have sole and absolute discretion to
interpret where necessary all provisions of the Plan (including, without
limitation, by supplying omissions from, correcting deficiencies in, or
resolving inconsistencies or ambiguities in, the language of the Plan), to
determine the rights and status under the Plan of Participants, or other
persons, to resolve questions or disputes arising under the Plan and to make any
determinations with respect to the Benefits payable under the Plan and the
persons entitled thereto as may be necessary for the purposes of the Plan.
Without limiting the generality of the foregoing, the Plan Administrator is
hereby granted the authority (i) to determine whether a particular Employee is a
Participant, and (ii) to determine if an Employee is entitled to Benefits
hereunder and, if so, the amount and duration of such Benefits, (iii) to make
any other decisions required in connection with the ongoing administration of
the Plan, and (iv) to add and delete investment funds in accordance with Section
7.3. The Plan Administrator's determination of the rights of any Employee or
former Employee or Nonemployee Director or former Nonemployee Director or
Beneficiary hereunder shall be final and binding on all persons, subject only to
the provisions of Sections 12.3 and 12.4 hereof.

                  (b) Delegation of Duties. The Plan Administrator may delegate
any of its administrative duties, including, without limitation, duties with
respect to the processing, review, investigation, approval and payment of
Benefits, to a named administrator or administrators.


                                       16
<PAGE>   20

         SECTION 12.2. Regulations. The Plan Administrator shall promulgate any
rules and regulations he deems necessary in order to carry out the purposes of
the Plan or to interpret the provisions of the Plan; provided, however, that no
rule, regulation or interpretation shall be contrary to the provisions of the
Plan. The rules, regulations and interpretations made by the Plan Administrator
shall, subject to the provisions of Sections 12.3 and 12.4 hereof be final and
binding on all persons.

         SECTION 12.3. Claims Procedures. The Plan Administrator shall determine
the rights of any Employee or former Employee or Nonemployee Director or former
Nonemployee Director or Beneficiary to any Benefits hereunder. Any person who
believes that he has not received the Benefits to which he is entitled under the
Plan may file a claim in writing with the Plan Administrator. The Plan
Administrator shall, no later than 90 days after the receipt of a claim (plus an
additional period of 90 days if required for processing, provided that notice of
the extension of time is given to the claimant within the first 90 day period),
either allow or deny the claim in writing. If a claimant does not receive
written notice of the Plan Administrator's decision on his claim within the
above-mentioned period, the claim shall be deemed to have been denied in full.

         A denial of a claim by the Plan Administrator, wholly or partially,
shall be written in a manner calculated to be understood by the claimant and
shall include:

                  (a)      the specific reasons for the denial;

                  (b)      specific reference to pertinent Plan provisions on
                           which the denial is based;

                  (c)      a description of any additional material or
                           information necessary for the claimant to perfect the
                           claim and an explanation of why such material or
                           information is necessary; and

                  (d)      an explanation of the claim review procedure.

         A claimant whose claim is denied (or his duly authorized
representative) may within 60 days after receipt of denial of a claim file with
the Plan Administrator a written request for a review of such claim. If the
claimant does not file a request for review of his claim within such 60-day
period, the claimant shall be deemed to have acquiesced in the original decision
of the Plan Administrator on his claim. If such an appeal is so filed within
such 60-day period, the Company (or its delegate) shall conduct a full and fair
review of such claim.

         The Company shall mail or deliver to the claimant a written decision on
the matter based on the facts and the pertinent provisions of the Plan within 60
days after the receipt of the request for review (unless special circumstances
require an extension of up to 60 additional days, in which case written notice
of such extension shall be given to the claimant prior to the commencement of
such extension). Such decision shall be written in a manner calculated to be
understood by the claimant, shall state the specific reasons for the decision
and the specific Plan provisions on which the decision was based and shall, to
the extent permitted by law, be final and binding on all interested persons. If
the decision on review is not furnished to the claimant within the
above-mentioned time period, the claim shall be deemed to have been denied on
review.


                                       17
<PAGE>   21

         SECTION 12.4. Revocability of Plan Administrator/Employer Action. Any
action taken by the Plan Administrator or an Employer with respect to the rights
or benefits under the Plan of any person shall be revocable by the Plan
Administrator or the Employer as to payments not yet made to such person, and
acceptance of any Benefits under the Plan constitutes acceptance of and
agreement to the Plan Administrator's or the Employer's making any appropriate
adjustments in future payments to such person (or to recover from such person)
any excess payment or underpayment previously made to him.

         SECTION 12.5. Amendment. The Committee may at any time (without the
consent of an Employer) amend any or all of the provisions of this Plan, except
that (a) no such amendment may adversely affect any Participant's Benefit as of
the date of such amendment and (b) no such amendment may suspend the crediting
of earnings on the balance of a Participant's Account, until the entire balance
of such Account has been distributed, in either case, without the prior written
consent of the affected Participant. Any amendment shall be in the form of a
written instrument executed by an authorized officer of the Company on the order
of the Committee. In addition, the Plan Administrator shall have the authority
to adopt (i) amendments to the Plan in order to comply with the requirements of
applicable laws and regulations, and (ii) any other amendments that are
consistent with the overall compensation and benefit policies of the Company.
Subject to the foregoing provisions of this Section, such amendment shall become
effective as of the date specified in such instrument or, if no such date is
specified, on the date of its execution.

         SECTION 12.6.     Termination.

                  (a) The Committee, in its sole discretion, may terminate this
Plan at any time and for any reason whatsoever, except that (i) no such
termination may adversely affect any Participant's Benefit as of the date of
such termination, and (ii) no such termination may suspend the crediting of
earnings on the balance of a Participant's Account, until the entire balance of
such Account has been distributed, in either case, without the prior written
consent of the affected Participant. Any such termination shall be expressed in
the form of a written instrument executed by an authorized officer of the
Company on the order of the Committee. Subject to the foregoing provisions of
this Subsection, such termination shall become effective as of the date
specified in such instrument or, if no such date is specified, on the date of
its execution. Written notice of any termination shall be given to the
Participants as soon as practicable after the instrument is executed.

                  (b) Notwithstanding anything in the Plan to the contrary, in
the event of a termination of the Plan, the Company, in its sole and absolute
discretion, shall have the right to change the time and form of distribution of
Participants' Benefits, including requiring that all amounts credited to
Participants' Accounts hereunder be immediately distributed in the form of a
lump sum payment.


                                       18
<PAGE>   22


                  (c) Any Employer (other than the Company) that adopts the Plan
may elect to withdraw from the Plan and such withdrawal shall constitute a
termination of the Plan as to such Employer provided, however, that such
terminating Employer shall continue to be an Employer for the purposes hereof as
to Participants or Beneficiaries to whom it owes obligations hereunder. Such
withdrawal and termination shall be expressed in an instrument executed by the
terminating Employer on authority of its Board of Directors (or the applicable
Committee thereof) and filed with the Plan Administrator, and shall become
effective as of the date designated in such instrument or, if no such date is
specified, on the date of its execution. Notwithstanding any other provision of
the Plan, if an Employer (other than the Company) ceases to be a member of the
Controlled Group, the Plan shall automatically terminate with respect to such
Employer and all vested amounts credited to the Accounts of Employees of such
Employer shall be immediately payable in the form of a lump sum payment or any
applicable form of payment pursuant to the Participant's election, which shall
thereupon become effective, or transferred to appropriate accounts established
under a successor plan by said Employer.

         Executed as of the Effective Date.


                                      CHOICEPOINT INC.


                                      By:
                                         --------------------------------------
                                      Title:
                                            -----------------------------------


                                      19
</TEXT>
</DOCUMENT>
