EQUIFAX INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex10_8.txt
<TEXT>
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                                                                     EXHBIT 10.8


                                  EQUIFAX INC.

                        INCENTIVE STOCK OPTION AGREEMENT

                            (First_Name) (Last_NamE)

                           Number of Shares: (Shares)

                          Option Price: (Market_Value)

                           Date of Grant: (Grant_Date)


THIS AGREEMENT is entered into as of the above Date of Grant, by and between
Equifax Inc., a Georgia corporation (the "Company"), and the above-named
Participant ("Participant"). This Agreement is subject to the provisions of the
Equifax Inc. 2000 Stock Incentive Plan, as may be amended from time to time (the
"Plan") and, unless defined in this Agreement, all terms used in this Agreement
have the same meanings given them in the Plan.

1.      GRANT OF OPTION. The Company on the "Date of Grant" granted to
        Participant (subject to the terms of the Plan and this Agreement) the
        right to purchase from the Company all or part of the Number of Shares
        stated above (the "Option").

2.      BASIC TERMS AND CONDITIONS. The Option is subject to the following basic
        terms and conditions:

        (a)     EXPIRATION DATE. Except as otherwise provided in this Agreement,
                the Option will expire ten (10) years from the Date of Grant
                (the "Expiration Date").

        (b)     EXERCISE OF OPTION. Except as provided in subparagraph 2(e) or
                paragraph 3, the Option shall be exercisable with respect to
                one-fourth of the Number of Shares subject to this option on the
                Date of Grant and with respect to an additional one-fourth of
                the Number of Shares subject to this Option on each of the first
                three anniversaries of the Date of Grant so that this Option
                shall be fully exercisable on the third anniversary of the Date
                of Grant, provided the Participant (i) remains employed by the
                Company or a Subsidiary or (ii) subject to the provisions of
                subparagraph 2(e)(ii), terminates employment by reason of
                Retirement (as defined in subparagraph 2(e)(ii)). Once
                exercisable, in whole or part, it will continue to be so
                exercisable until the earlier of the termination of
                Participant's rights under subparagraph 2(e) or paragraph 3, or
                the Expiration Date. The Option may be exercised in one or more
                exercises, provided that each exercise must be for a multiple of
                twenty-five (25) shares (E.G., 25 shares, 50 shares, 100
                shares), up to the full number for which the Option is then

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                exercisable, unless the Number of Shares then exercisable is
                less than twenty-five (25), in which case the Option may be
                exercised for that lesser Number of Shares.

        (c)     METHOD OF EXERCISE AND PAYMENT FOR SHARES. In order to exercise
                the Option, Participant must give written notice in a manner
                prescribed by the Company from time to time together with
                payment of the Option Price to the Company's Stock Option
                Administrator at the Company's principal office in Atlanta,
                Georgia, or as otherwise directed by the Administrator. The Date
                of Exercise will be the date of receipt of the notice or any
                later date specified in the notice. Participant must pay the
                Option Price (i) in cash or a cash equivalent acceptable to the
                Committee, or (ii) in the Committee's discretion by the
                surrender (or attestation of ownership) of shares of Common
                Stock (held by Participant for at least six (6) months) with an
                aggregate Fair Market Value (based on the closing price of a
                share of Common Stock as reported on the New York Stock Exchange
                composite index on the Date of Exercise) that is not less than
                the Option Price, or by surrender of property described in and
                subject to the conditions provided in Section 4(d) of the Plan,
                or (iii) by a combination of cash and such shares. Payment of
                the Option Price may be deferred in the discretion of the
                Committee to accommodate proceeds of sale of some or all of the
                shares to which this grant relates.

                If at exercise, Participant is not in compliance with the
                Company's minimum stock ownership guidelines then in effect for
                Participant's job grade or classification, if any, Participant
                will not be entitled to exercise the Option using a "cashless
                exercise program" of the Company (if then in effect), unless the
                net proceeds received by Participant from that exercise consist
                only of shares of Company stock, and Participant agrees to hold
                all those shares for at least one (1) year.

        (d)     TRANSFERABILITY. This option is non-transferable except by will,
                the laws of descent and distribution or to immediate family
                members, as defined in the Plan, a trust or partnership
                established for the benefit solely of one or more immediate
                family members. In the event of transfer to an immediate family
                member or other such entity for their account, current
                securities laws stipulate that when the option is exercised,
                shares issued will be restricted and not freely transferable for
                two years from date of exercise unless such shares are otherwise
                registered or sold pursuant to an exemption under the Securities
                Act of 1933. Any such transfer shall be effective only after
                reasonable prior notice thereof is provided in writing to the
                Committee and compliance with any terms and conditions therefor
                established by the Company, its Board or the Committee.

        (e)     TERMINATION OF EMPLOYMENT. Except as provided in subparagraphs
                (i), (ii), (iii) or (iv) below, or paragraph 3, the Option will
                expire and will not be exercisable after termination of
                Participant's employment with the Company or a Subsidiary.

                (i)     ELIMINATION OF POSITION. Except as provided in paragraph
                        3 or 4 below, if the termination of Participant's
                        employment results from the Company's elimination of the
                        position held by Participant, then Participant will

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                        continue to have the right to exercise the Option with
                        respect to that portion of the Number of Shares for
                        which the Option was vested and exercisable on the date
                        of termination and the remaining portion shall be
                        cancelled. Except as provided in subsection 2(e)(iv)(A)
                        below, that right will continue until the earlier of the
                        last day of the one-year period commencing on the date
                        of termination of employment, or the Expiration Date.

                (ii)    RETIREMENT. Except as provided in paragraph 3 or 4
                        below, if the termination of Participant's employment
                        results from Participant's Retirement (as defined
                        below), Participant will continue to vest in the Option
                        in accordance with the original vesting schedule in
                        subparagraph 2(b) above as if he had remained actively
                        employed; provided, that upon Participant's death, all
                        vesting will cease and the Option will be exercisable
                        with respect to that portion of the Number of Shares for
                        which the Option is vested and exercisable on the date
                        of Participant's death and the remaining portion shall
                        be cancelled.

                        Participant will continue to have the right to exercise
                        the Option with respect to that portion of the Number of
                        Shares for which the Option is vested and exercisable
                        from time to time until the earlier of the last day of
                        the sixty (60) month period following Participant's
                        Retirement, or the Expiration Date. "Retirement" means
                        Participant's termination of employment with the Company
                        or a Subsidiary (other than by the Company or a
                        Subsidiary for Cause) at a time when Participant is
                        eligible for immediate payment of benefits under
                        Participant's applicable defined benefit retirement
                        plan, if any, or in the absence of an applicable defined
                        benefit retirement plan, as determined by the Committee.

                (iii)   DISABILITY. Except as provided in paragraph 3 or 4
                        below, if the termination of Participant's employment
                        results from Participant's total and permanent
                        disability, confirmed by the statement of a licensed
                        physician chosen or approved by the Committee, then
                        Participant will continue to have the right to exercise
                        the Option with respect to that portion of the Number of
                        Shares for which the Option was vested and exercisable
                        on the last date of Participant's active employment and
                        the remaining portion shall be cancelled. Except as
                        provided in subparagraph 2(e)(iv)(A) below that right
                        will continue until the earlier of the last day of the
                        sixty (60) month period following the last date of
                        Participant's active employment or the Expiration Date.

                (iv)    DEATH.

                        (A)     Except as provided in paragraph 3 or 4 below, if
                                the termination of Participant's employment
                                results from Participant's death, then
                                Participant's estate, or the person(s) to whom
                                Participant's rights under this Agreement pass
                                by will or the laws of descent and

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                                distribution, will have the right to exercise
                                the Option with respect to that portion of the
                                Number of Shares for which the Option was vested
                                and exercisable on the date of Participant's
                                death and the remaining portion shall be
                                cancelled. That right will continue until the
                                earlier of the last day of the sixty (60) month
                                period following Participant's death or the
                                Expiration Date.

                        (B)     If Participant dies following termination of
                                employment and prior to the expiration of any
                                remaining period during which the Option may be
                                exercised in accordance with subparagraphs (i),
                                (ii) or (iii) above, or paragraph 3, the
                                remaining period during which the Option will be
                                exercisable (by Participant's estate, or the
                                person(s) to whom Participant's rights under
                                this Agreement pass by will or the laws of
                                descent and distribution) will be the greater of
                                (a) the remaining period under the applicable
                                subparagraph or paragraph referred to above, or
                                (b) six (6) months from the date of death;
                                provided that under no circumstances will the
                                Option be exercisable after the Expiration Date.

        (f)     TYPE OF OPTION. The Option is intended to qualify as an
                Incentive Stock Option within the meaning of Section 422 of the
                Internal Revenue Code of 1986, as amended from time to time, or
                any successor provision thereto, and shall be so construed;
                provided, however, that nothing in this Agreement shall be
                interpreted as a representation, guarantee, or other undertaking
                on the part of the Company that the Option is or will be
                determined to be an Incentive Stock Option within the meaning of
                Section 422 of the Code. To the extent all or any portion of
                this Option does not qualify or ceases to qualify and is not
                treated as an Incentive Stock Option, it will be treated as a
                Nonqualified Stock Option.

3.      CHANGE IN CONTROL. If a Change in Control of the Company occurs while
        Participant is employed by the Company or a Subsidiary, then the entire
        Number of Shares represented by the Option which had not yet been
        exercised will become immediately vested and exercisable (the
        "Unexercised Portion"). If Participant's employment with the Company or
        a Subsidiary terminates after the date on which the Change in Control
        occurs other than as a result of a termination by the Company or a
        Subsidiary for Cause, then Participant (or, if applicable, Participant's
        estate or the person(s) to whom Participant's rights under this
        Agreement pass by will or the laws of descent and distribution) will
        have the right to exercise the Unexercised Portion. Except as provided
        in Section 2(e)(iv)(B) above or Section 4 below, that right may be
        exercised until the earlier of the last day of the sixty (60) month
        period following the termination of Participant's employment or the
        Expiration Date.


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4.      CANCELLATION AND RESCISSION OF OPTION.

        (a)     If, at any time, (i) during the Participant's employment with
                the Company or (ii) during the period after the Participant's
                termination of employment with the Company for any reason during
                which all or part of the Option remains exercisable, but not to
                exceed 24 months following the Participant's termination of
                employment, a Participant engages in any "Detrimental Activity"
                (as defined in subsection (b) below), the Committee may,
                notwithstanding any other provision in this Agreement to the
                contrary, cancel, rescind, suspend, withhold or otherwise
                restrict or limit this Option as of the first date the
                Participant engaged in the Detrimental Activity, as determined
                by the Committee. Without limiting the generality of the
                foregoing, the Committee may also require the Participant to pay
                to the Company any gain realized by the Participant from
                exercising all or any portion of the Option hereunder during the
                period beginning six (6) months prior to the date on which
                Participant engaged or began engaging in Detrimental Activity.

        (b)     For purposes of this Agreement, "Detrimental Activity" shall
                mean and include any of the following:

                (i)     the breach or violation of any other agreement between
                        Participant and the Company relating to the protection
                        of Confidential Information or Trade Secrets, the
                        solicitation of employees, customers or suppliers, or
                        the refraining from competition with the Company;

                (ii)    the disclosure, reproduction or use of Confidential
                        Information or Trade Secrets (each as defined below) for
                        the benefit of the Participant or third parties except
                        in connection with the performance of the Participant's
                        duties for the Company or, after advance notice to the
                        Company, as required by a valid order or subpoena issued
                        by a court or administrative agency of competent
                        jurisdiction;

                (iii)   the use, reproduction, disclosure or distribution of any
                        information which the Company is required to hold
                        confidential under applicable federal and state laws and
                        regulations, including the federal Fair Credit Reporting
                        Act (15 U.S.C. ss. 1681 et seq.) and any state credit
                        reporting statutes;

                (iv)    the making, or causing or attempting to cause any other
                        person to make, any statement, either written or oral,
                        or conveying any information about the Company which is
                        disparaging or which in any way reflects negatively upon
                        the Company;

                (v)     the solicitation or attempt to solicit any customer or
                        actively targeted potential customer of the Company with
                        whom the Participant had material contact on the
                        Company's behalf during the 12 months immediately
                        preceding the Participant's termination of employment;

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                (vi)    the solicitation or recruitment, attempt to solicit or
                        recruit, or the assistance of others in soliciting or
                        recruiting, any individual who is or was, within 6
                        months of the date in question, an employee of the
                        Company unless such former employee was terminated by
                        the Company without cause, or the inducement of (or
                        attempt to induce) any such employee of the Company to
                        terminate his employment with the Company; or

                (vii)   the refusal or failure of a Participant to provide, upon
                        the request of the Company, a certification, in a form
                        satisfactory to the Company, that he or she is in full
                        compliance with the terms and conditions of the Plan and
                        this Agreement, including, without limitation, a
                        certification that the Participant is not engaging in
                        Detrimental Activity.

        (c)     "Trade Secret" means information, including, but not limited to,
                technical or non-technical data, a formula, a pattern, a
                compilation, a program, a device, a method, a technique, a
                drawing, a process, financial data, financial plans, product
                plans, or a list of actual or potential Company customers or
                suppliers which (i) derives independent economic value, actual
                or potential, from not being generally known to, and not being
                readily ascertainable by proper means by, other persons who can
                obtain economic value from its disclosure or use, and (ii) is
                the subject of the Company's efforts that are reasonable under
                the circumstances to maintain secrecy; or as otherwise defined
                by applicable state law.

        (d)     "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 developed, used or
                employed by the Company which are treated as confidential by the
                Company and not generally disclosed by the Company to the
                public, and which relate to the business or financial affairs of
                the Company, including, but not limited to, financial statements
                and information, marketing strategies, business development
                plans, acquisition or divestiture plans, and product or process
                enhancement plans.

        (e)     Should any provision of this Paragraph 4 be held to be invalid
                or illegal, such illegality shall not invalidate the whole of
                this Paragraph 4, but, rather, the Plan shall be construed as if
                it did not contain the illegal part or be narrowed to permit its
                enforcement, and the rights and obligations of the parties shall
                be construed and enforced accordingly.

5.      TERMINATION FOR CAUSE. For purposes of this Agreement, termination for
        "Cause" means termination as a result of (a) the willful and continued
        failure by Participant to substantially perform his or her duties with
        the Company (other than a failure resulting from Participant's
        incapacity due to physical or mental illness), after a written demand
        for substantial performance is delivered to Participant by his or her
        superior officer which specifically identifies the manner the officer
        believes that Participant has not substantially performed his or her
        duties, or (b) Participant's willful misconduct which materially injures
        the Company, monetarily or otherwise. For purposes of this paragraph,

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        Participant's act, or failure to act, will not be considered "willful"
        unless the act or failure to act is not in good faith and without
        reasonable belief that his or her action or omission was in the best
        interest of the Company.

6.      FRACTIONAL SHARES. Fractional shares will not be issued, and when any
        provision of this Agreement otherwise would entitle Participant to
        receive a fractional share, that fraction will be disregarded.

7.      LIMITATION ON ACCELERATION. Notwithstanding any other provision to the
        contrary, this Option may not be exercisable and, without the
        Participant's consent, the exercisability of this Option may not be
        accelerated so that the shares for which the Option (and all other
        Incentive Stock Options granted to the Participant by the Company or a
        Subsidiary) are first exercisable in any calendar year have a Fair
        Market Value (determined on the Date of Grant) exceeding $100,000.

8.      NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not give
        Participant any right to continued employment by the Company or a
        Subsidiary, and it will not interfere in any way with the right of the
        Company or Subsidiary to terminate Participant's employment at any time.

9.      ADJUSTMENTS IN CAPITAL STRUCTURE. The terms of this Option will be
        adjusted as the Committee determines in its sole discretion is equitably
        required to prevent dilution or enlargement of the rights of the
        Participant in accordance with Section 10 of the Plan.

10.     GOVERNING LAW. The Agreement is governed by the laws of the State of
        Georgia.

11.     CONFLICTS. If provisions of the Plan and the provisions of this
        Agreement conflict, the Plan provisions will govern.

12.     PARTICIPANT BOUND BY PLAN. Participant acknowledges receiving a summary
        of the Plan, which provides that upon request a copy of the Plan will be
        provided to the Participant free of charge, and agrees to be bound by
        all the terms and provisions of the Plan. Capitalized terms used in this
        Agreement and not defined herein shall have the definitions given to
        them in the Plan.

13.     BINDING EFFECT. Except as limited by the Plan or this Agreement, this
        Agreement is binding on and extends to the legatees, distributes, and
        personal representatives of Participant and the successors of the
        Company.

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14.     TAXES. Under procedures established by the Committee, the Company may
        withhold from Common Stock delivered to the Participant sufficient
        shares of Common Stock to satisfy required federal, state and local
        withholding and employment taxes, or the Participant will pay or deliver
        to the Company cash or Common Stock in sufficient amounts to satisfy
        these obligations. The Company shall not, however, withhold any amount
        in excess of the minimum required amount.

15.     TRANSFER OF DATA. In order to effectively administer Equifax's global
        compensation and benefit programs, we may transfer personal data from
        your Equifax employment file to a centralized repository controlled by
        Equifax in the United States of America. Your personal data in the
        repository will be used solely for internal Equifax purposes. You may
        examine your employee information file should you wish to do so. By
        signing this agreement, you provide your consent to this transfer and
        use of this data.

        IN WITNESS WHEREOF, the undersigned duly authorized officer of the
Company and Participant have signed this Agreement effective as of the Date of
Grant.



EQUIFAX INC.                                PARTICIPANT

By: /s/ Thomas F. Chapman
   ---------------------------              ----------------------------------
Thomas F. Chapman                           Signature
Chairman & CEO
                                            ----------------------------------
                                            Print Name




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