UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

þ  Definitive Proxy Statement

o  Definitive Additional Materials

CHOICEPOINT INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

ChoicePoint Inc.

1000 Alderman Drive

Alpharetta, Georgia 30005

Dear Shareholders,

      It is my pleasure to invite you to attend the 2006 Annual Meeting of Shareholders of ChoicePoint Inc., which will be held at the Loews Vanderbilt Hotel, 2100 West End Avenue, Nashville, Tennessee 37203, on Tuesday, April 25, 2006 at 10:00 a.m., local time.

      Information concerning the meeting, the nominees for the Board of Directors and other business to be conducted at the meeting is contained in the Notice of Annual Meeting of Shareholders and related Proxy Statement which follow.

      It is important that your shares be represented at the meeting in order for the presence of a quorum to be assured and for your vote to be counted. Please return your signed proxy card promptly, whether or not you plan to attend the meeting. You also may also vote by telephone or via the Internet by following the instructions on your proxy card. Your vote is very important to ChoicePoint.

      We appreciate your support in helping ChoicePoint create a safer, more secure society through the responsible use of information. On behalf of the officers and directors of ChoicePoint, we wish to thank you for your continuing confidence in ChoicePoint.

Alpharetta, Georgia

March 27, 2006

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY OR VOTE BY TELEPHONE OR BY THE INTERNET.

CHOICEPOINT INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On April 25, 2006

       NOTICE IS HEREBY GIVEN that ChoicePoint Inc. will hold the 2006 annual meeting of its shareholders (the “Annual Meeting”) at the Loews Vanderbilt Hotel, 2100 West End Avenue, Nashville, Tennessee 37203, on Tuesday, April 25, 2006 at 10:00 a.m. local time, for the following purposes:

      The Board of Directors is not currently aware of any other matters that will come before the Annual Meeting. Only ChoicePoint shareholders of record at the close of business on March 7, 2006 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

      Regardless of whether you plan to attend the Annual Meeting in person, you are urged to vote promptly by dating, signing and returning the enclosed proxy card in the accompanying envelope, or by voting by telephone or via the Internet as instructed on your proxy card.

Alpharetta, Georgia

March 27, 2006

CHOICEPOINT INC.

1000 Alderman Drive

Alpharetta, Georgia 30005

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

To be Held April 25, 2006

      The 2006 Annual Meeting of Shareholders of ChoicePoint Inc. (“ChoicePoint,” the “Company,” “our,” “we” or “us”) will be held on Tuesday, April 25, 2006, at the Loews Vanderbilt Hotel, 2100 West End Avenue, Nashville, Tennessee 37203, beginning promptly at 10:00 a.m., local time (the “Annual Meeting”). The enclosed form of proxy is solicited by our Board of Directors. It is anticipated that this proxy statement and the accompanying proxy card will first be mailed to holders of our common stock on or about March 27, 2006.

ABOUT THE MEETING

Why am I receiving these proxy materials?

      You are receiving these proxy materials because you own shares of common stock in ChoicePoint. This proxy statement describes issues on which we would like you, as a shareholder, to vote. It also gives you information on these issues so that you can make an informed decision.

      When you vote you appoint Derek V. Smith, Douglas C. Curling and David W. Davis as your representatives at the Annual Meeting. Messrs. Smith, Curling and Davis will vote your shares, as you have instructed them, at the Annual Meeting. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is a good idea to vote in advance of the Annual Meeting in the event your plans change.

      If an issue properly comes up for vote at the Annual Meeting that is not on the proxy card, Messrs. Smith, Curling and Davis will vote your shares, under your proxy, in accordance with their best judgment.

What am I voting on?

      You are being asked to vote on:

      No cumulative voting rights are authorized and dissenters’ rights are not applicable to these matters.

Who is entitled to vote?

      Shareholders as of the close of business on March 7, 2006 are entitled to vote at the Annual Meeting. This is referred to as the record date. Each share of common stock is entitled to one vote.

How do I vote?

      You may vote by mail. You do this by signing and dating your proxy card or voting instruction form and mailing it in the enclosed, prepaid and addressed envelope.

      You may vote by telephone. You do this by calling the toll-free telephone number on your proxy card or voting instruction form on a touch-tone phone. Be sure to have your proxy card or voting instruction form available. Telephone voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on April 24, 2006. If you hold your shares in the name of a bank or broker, your ability to vote by telephone depends on their voting processes. Please follow the directions on your proxy card or voting instruction form carefully.

      You may vote by Internet. You do this by visiting the Internet site at www.cesvote.com. Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on April 24, 2006. If you hold your shares in the name of a bank or broker, your ability to vote by the Internet depends on their voting processes. Please follow the directions on your proxy card carefully.

      You may also vote in person at the Annual Meeting. Written ballots will be available to anyone who wants to vote at the Annual Meeting. If you hold your shares in “street name” (through a broker or other nominee, such as a bank), you must request a legal proxy from your bank or broker in order to vote at the Annual Meeting.

How many shares must be present in order to hold the Annual Meeting?

      As of March 7, 2006, 86,184,037 shares of common stock were issued and outstanding, excluding 4,997,416 treasury shares. A majority of the outstanding shares as of the record date, equal to 43,092,019 shares, must be present at the Annual Meeting either in person or by proxy in order to hold the Annual Meeting and conduct business. This is called a quorum.

What does it mean if I receive more than one proxy card?

      It means that you have multiple accounts at the transfer agent and/or with brokers. Please vote all proxy cards to ensure that all your shares are voted. You may wish to consolidate as many of your transfer agent or brokerage accounts as possible under the same name and address for better customer service.

What if I change my mind after I return my proxy?

      If you are a shareholder of record, you may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:

      If you hold your shares in “street name,” you may submit new voting instructions by contacting your bank, stockbroker or other holder of record. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described above.

How may I vote for the nominees for election of director?

      With respect to the election of nominees for director, you may:

How many votes must the nominees for election as director receive to be elected?

      If a quorum is present at the Annual Meeting, the nominee that receives the greatest number of affirmative votes of the nominees for a term expiring in 2007 and the four nominees receiving the greatest number of affirmative votes of all nominees for a term expiring in 2009, known as a plurality, will be elected to serve as directors. Shares that are not voted and shares for which votes are withheld will not affect the outcome of the election for directors. Withholding authority to vote for a particular nominee will not prevent that nominee from being elected.

What happens if a nominee is unable to stand for election?

      The Board of Directors may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter event, shares represented by proxies may be voted for a substitute nominee.

How may I vote for approval of the ChoicePoint Inc. 2006 Omnibus Incentive Plan?

      With respect to the proposal to approve the ChoicePoint Inc. 2006 Omnibus Incentive Plan, you may:

How many votes must the approval of the ChoicePoint Inc. 2006 Omnibus Incentive Plan receive to pass?

      If a quorum is present at the Annual Meeting, the proposal to approve the ChoicePoint Inc. 2006 Omnibus Incentive Plan must receive the affirmative vote of a majority of the votes cast on this proposal, provided that the total number of votes cast on this matter represents greater than 50% of ChoicePoint’s outstanding shares entitled to vote. Abstentions are counted as votes cast on this proposal and, as a result, have the same effect as a vote against the proposal.

How may I vote for approval of the amendments to the Articles of Incorporation and to the Bylaws to declassify the Board of Directors?

      With respect to the proposal to approve the amendments to the Articles of Incorporation and Bylaws to declassify the Board of Directors, you may:

How many votes must the approval of the amendments to the Articles of Incorporation and Bylaws to declassify the Board of Directors receive to pass?

      The approval of the amendment to Articles of Incorporation requires the affirmative vote of a majority of shares entitled to vote on the matter. The approval of an amendment to the Bylaws only requires that the number of votes cast favoring the action exceed the number of votes cast opposing the action. However, the amendments to the Articles of Incorporation and the Bylaws are intended to achieve

the same purpose of declassifying the Board of Directors and therefore the amendment to the Bylaws is being submitted to shareholders contingent on the amendment to the Articles of Incorporation also being approved. Accordingly, the combined proposal to approve both amendments will only be approved if a quorum is present at the Annual Meeting and the proposal receives the affirmative vote of a majority of shares entitled to vote on the matter. Abstentions will have the same effect as a vote against approving this proposal.

How may I vote for the ratification of the appointment of the independent registered public accountants?

      With respect to the proposal to ratify the appointment of Deloitte & Touche LLP as ChoicePoint’s independent registered public accountants for fiscal year 2006, you may:

How many votes must the ratification of the appointment of the independent registered public accountants receive to pass?

      If a quorum is present at the Annual Meeting, the proposal to ratify the appointment of the independent registered public accountants will be approved if the number of votes cast favoring the action exceeds the number of votes cast opposing the action. Abstentions are neither counted as votes cast for or against this proposal and, as a result, have no effect on the outcome of the vote.

What happens if I sign and return my proxy card but do not provide voting instructions?

      If you return a signed proxy card but do not provide voting instructions, your shares will be voted FOR election of each of the five named director nominees, FOR the amendments to the Company’s Articles of Incorporation and Bylaws to declassify the Board of Directors, FOR the approval of the ChoicePoint Inc. 2006 Omnibus Incentive Plan, and FOR the ratification of the appointment of the independent registered public accountants. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct.

Will my shares be voted if I do not sign and return my proxy card?

      If your shares are held in “street name,” your bank or brokerage firm may vote your shares under certain circumstances. These circumstances include certain routine matters, such as the election of directors and the ratification of independent registered public accountants. Therefore, if you do not vote your shares, your bank or brokerage firm may either vote your shares on routine matters or leave your shares unvoted. When a bank or brokerage firm votes its customers’ unvoted shares on routine matters, these shares are also counted for purposes of establishing a quorum to conduct business at the meeting.

      A bank or brokerage firm cannot vote customers’ shares on non-routine matters such as the approval of the amendments to the Articles of Incorporation and Bylaws or approval of the ChoicePoint Inc. 2006 Omnibus Incentive Plan without direction from the beneficial owner. Therefore, if your shares are held in street name and you do not vote your shares, your shares will not be voted on these non-routine matters. These “broker non-votes” are counted for purposes of establishing a quorum for the Annual Meeting; however, broker non-votes are neither counted as votes cast for or against a matter presented for shareholder consideration and, as a result, have no effect on the outcome of the vote, except with regard to the proposal to amend the Articles of Incorporation and Bylaws, in which case broker non-votes have the same effect as a vote against the proposal.

Where do I find the voting results of the meeting?

      We will announce preliminary voting results at the meeting and will publish the final results in the Company’s Quarterly Report on Form 10-Q for the second quarter of fiscal 2006. The report will be filed with the Securities and Exchange Commission (the “SEC”), and you will be able to get a copy by contacting our Corporate Secretary at (770) 752-6000, the SEC at (800) SEC-0330 for the location of

the nearest public reference room, through our Web site at www.choicepoint.com or the SEC’s EDGAR system at www.sec.gov.

CORPORATE GOVERNANCE

      The ChoicePoint Board of Directors represents the shareholders’ interests in achieving a successful business and increasing shareholder value in long-term financial returns and has always been committed to the highest level of corporate governance. The Board has a responsibility to its shareholders, employees, customers, and to the communities where it operates, to ensure that the Company operates with the highest professional, ethical, legal and socially responsible standards and to use information responsibly while helping our customers manage economic risks and threats to society.

Director Independence

      Since ChoicePoint became a public company, the Board of Directors has always been comprised of a majority of independent directors, as required by the New York Stock Exchange listing standards. In July 2002, the Board of Directors created the position of lead director, whose primary responsibility is to preside over the regular executive sessions of the Board of Directors in which management directors and other members of management do not participate. The non-management directors elected Charles I. Story as lead director to preside over the Executive Sessions.

      The Board of Directors has affirmatively determined that all of the directors and nominees for director are independent under the New York Stock Exchange listing standards, and the ChoicePoint categorical listing standards, with the exception of Derek V. Smith and Douglas C. Curling, each of whom are considered inside directors because of their employment with the Company. The ChoicePoint Board of Directors has adopted the following categorical listing standards:

      In no event will a director be considered “independent” if:

      The following relationships will not be considered to be material relationships that would impair a director’s independence:

Corporate Governance Guidelines

      The ChoicePoint Inc. Corporate Governance Guidelines incorporate the practices and policies under which the Board has operated, including the requirement that a substantial majority of directors be outside, independent directors and that the Audit Committee, Management Compensation and Benefits Committee (the “Compensation Committee”) and the Corporate Governance and Nominating Committee be comprised entirely of independent directors. Principal topics addressed by the Corporate Governance Guidelines include:

      The Corporate Governance and Nominating Committee periodically reviews and amends the Corporate Governance Guidelines as needed. A copy of the ChoicePoint Inc. Code of Conduct, Code of Ethics for Senior Financial Officers and Business Unit Leaders, the Corporate Governance Guidelines and charters for the Privacy and Public Responsibility Committee, Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee may be found on the Company’s Web site at www.choicepoint.com. Copies will be provided to shareholders without charge who request a copy in writing to the Corporate Secretary, ChoicePoint Inc., 1000 Alderman Drive, Alpharetta, Georgia 30005.

Nominees for Director

      The Corporate Governance and Nominating Committee will consider nominees recommended by the Board of Directors, management and shareholders. The Corporate Governance and Nominating Committee is authorized to retain third-party executive search firms to identify candidates.

      The Corporate Governance and Nominating Committee will consider certain factors when selecting Board candidates, including, but not limited to, the current composition and diversity of skills of the Board, expertise and experience of a director leaving the Board, expertise required for a particular Board

committee or if there is a corporate need for specific skills. The Corporate Governance and Nominating Committee applies the following guidelines when considering a prospective candidate for the Board:

      A specific area of business expertise that will best benefit the Company will be identified by the Corporate Governance and Nominating Committee and based on this determination, and the criteria required for potential nominees, candidates possessing the targeted skills and requirements will be selected. Once a prospective nominee has been identified, the Chairman of the Board will initiate discussions with a prospective candidate and make appropriate recommendations to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee will consider the qualifications of the potential candidate and make a recommendation to the full Board. Candidates are subject to ChoicePoint’s background screening process.

      Any shareholder who wishes to recommend a prospective candidate for the Board of Directors for consideration by the Corporate Governance and Nominating Committee may do so by submitting the nominee’s name and qualifications in writing to the following address: ChoicePoint Inc., 1000 Alderman Drive, Alpharetta, Georgia 30005, Attn: Corporate Secretary. The Corporate Governance and Nominating Committee does not intend to alter the manner in which it evaluates a nominee based on whether the nominee was recommended by a shareholder, a director or the Corporate Governance and Nominating Committee.

Communications with Directors

      Shareholders wishing to communicate with the Board of Directors, any of its committees, or one or more individual directors regarding relevant business issues or who wish to make concerns regarding ChoicePoint known to the non-employee directors as a group, should send all written communications to: ChoicePoint Inc., 1000 Alderman Drive, Alpharetta, Georgia 30005, Attn: Corporate Secretary. Written correspondence will be forwarded to the appropriate directors.

PROPOSAL NO. 1 — ELECTION OF CHOICEPOINT DIRECTORS

      The ChoicePoint Board of Directors has currently fixed the number of ChoicePoint directors at ten. The ChoicePoint Board of Directors is divided into three classes, with each class elected for a three-year

term. Terms are staggered so that one class is elected each year. The terms of Douglas C. Curling, James M. Denny, Kenneth G. Langone and Charles I. Story will expire at the Annual Meeting and all but Mr. Denny will stand for reelection. Mr. Denny will be retiring from the Board of Directors as of the date of the Annual Meeting. A non-employee director of the Company recommended M. Anne Szostak as a potential board candidate to the Corporate Governance and Nominating Committee, which recommended Ms. Szostak to the Board of Directors for election as a director. Ms. Szostak was appointed as a director by the Board of Directors in December 2005 and is now standing for election by the shareholders for a term expiring at the 2007 Annual Meeting of Shareholders. A non-employee director of the Company recommended E. Renae Conley as a potential board candidate to the Corporate Governance and Nominating Committee, which recommended Ms. Conley to the Board of Directors for election as a director. Ms. Conley is standing for election by the shareholders for a term expiring at the 2009 Annual Meeting of Shareholders.

      Shareholders are being asked to consider approving Proposal No. 2, which, if approved, will amend the Articles of Incorporation and the Bylaws to eliminate the classified board structure. If this proposal is approved at the Annual Meeting, the current slate of directors will continue to serve for their elected terms. The proposed amendments will not shorten the term of any director now serving on the Board or elected to serve on the Board at this Annual Meeting. If the proposal is approved, then the class of directors whose terms expire in 2007 will be elected to a one-year term at the 2007 Annual Meeting. Thereafter, upon expiration of each director’s term, he or she will be elected on an annual basis and the Board will be fully declassified in 2009. Please see “Proposal No. 2 — Amendments to the Articles of Incorporation and to the Bylaws to Declassify the Board of Directors” for more information on this proposal.

      The Board of Directors has nominated Messrs. Curling, Langone and Story and Ms. Szostak and Ms. Conley to stand for election or reelection at the Annual Meeting.

      Each nominee, other than Ms. Conley, is currently a director of ChoicePoint, and each nominee has consented to to serve as a director if elected. If elected, the nominees listed below will serve for the terms indicated or until their successors are elected and qualified. If any nominee for director shall be unable to serve, and the persons named in the proxy may vote for a substitute nominee.

      There are no family relationships between any director, person nominated to be a director or any executive officer of ChoicePoint or its subsidiaries.

      Set forth below is information about the director nominees and about the incumbent directors whose terms will expire in 2007 and 2008.

Nominee for a Term Expiring in 2007

      M. Anne Szostak, 55, has served as a director of ChoicePoint since December 2005. She has served as President and Chief Executive Officer of Szostak Partners, LLC, a consulting firm that advises businesses on strategic and human resource issues, since 2004. From 1994 to 2004, she served as Executive Vice President and Corporate Director of Human Resources of FleetBoston Financial Corporation and served in a variety of executive positions with FleetBoston Financial Corporation since 1973. Ms. Szostak also serves as a director of Tupperware Brands Corporation, a manufacturer of food storage, preparation and serving items, Spherion Corporation, a provider of temporary staffing, managed services and permanent placement services, and Belo Corp, a media company.

Nominees for Terms Expiring in 2009

      E. Renae Conley, 48, has been nominated to serve as a director of ChoicePoint. Ms. Conley has served as President and Chief Executive Officer of Entergy Louisiana Inc. since 2000, where she is responsible for the company’s electric distribution system, natural gas distribution operations, regulatory and governmental affairs, customer service, economic development programs and the company’s financial performance.

      Douglas C. Curling, 51, has served as a director of ChoicePoint since May 2000. He has served as President since April 2002 and as Chief Operating Officer since May 1999. He served as Chief Operating Officer and Treasurer from May 1999 to May 2000 and served as Executive Vice President, Chief Financial Officer and Treasurer of the Company from 1997 until May 1999.

      Kenneth G. Langone, 70, has served as a director of ChoicePoint since May 2000. Mr. Langone has served as Chairman, President and Chief Executive Officer of Invemed Associates LLC, an investment banking and brokerage firm, since 1974. He also serves as a director of The Home Depot, Inc., a home improvement retailer, Unifi, Inc., a producer of textile yarns, YUM! Brands, Inc., a food services company, and several private corporations.

      Charles I. Story, 51, has served as a director of ChoicePoint since June 1997. He has served as President of ECS Group, Inc., a provider of business consulting services for executive talent development, since January 2005. He served as President and CEO of INROADS, Inc., an international non-profit training and development organization, from January 1993 until October 2005. He also serves as a director of Briggs & Stratton Corporation, a producer of gasoline engines, and as an advisory director to AmSouth Bank.

Incumbent Directors Whose Terms Will Expire in 2008

      Dr. John J. Hamre, 55, has served as a director of ChoicePoint since May 2002. Dr. Hamre has served as President and Chief Executive Officer of the Center for Strategic and International Studies, a non-partisan, non-profit research institute, since January 2000. Dr. Hamre served as U.S. Deputy Secretary of Defense from 1997 until 2000 and as Comptroller under the Secretary of Defense from 1993 to 1997. Dr. Hamre received his Ph.D., with distinction, in 1978 from the School of Advanced International Studies, Johns Hopkins University. He serves as a director of ITT Industries, Inc., a manufacturer of engineering products, and as an advisory board member for several organizations.

      John B. McCoy, 62, has served as a director of ChoicePoint since December 2003. He is the retired Chairman of Bank One Corporation, a bank holding company. From June 2000 to December 2003, he served as Chairman of Corillian Corporation, a provider of online banking and software services. He served as Chief Executive Officer of Bank One Corporation from 1984 to 1999. Mr. McCoy currently serves as a director of AT&T Inc., a telecommunications service provider, and Cardinal Health, Inc., a provider of health care services.

      Terrence Murray, 66, has served as a director of ChoicePoint since May 2002. He served as Chairman of the Board of FleetBoston Financial Corporation, a diversified financial services company, from 2001 to 2002 and served as Chairman, President and Chief Executive Officer from 1982 through 2001, except in 1988, when he served only as President and from 2000 to 2001, when he served as Chairman and Chief Executive Officer. He serves as a director of A. T. Cross Company, a producer of writing instruments, CVS Corporation, a retail drugstore chain, and Air Products and Chemicals, Inc., a gas and chemicals company.

Incumbent Directors Whose Terms Will Expire in 2007

      Ray M. Robinson, 58, has served as a director of ChoicePoint since December 2004. Mr. Robinson has served as Vice Chairman of the East Lake Community Foundation since 2005 and served as its Chairman from 2003 to 2005. He is the President Emeritus of Atlanta’s East Lake Golf Club and served as its President from 2003 to January 2006. He was President of the Southern Region of AT&T Corporation from 1996 until his retirement in May 2003. Mr. Robinson currently serves as a director of Aaron Rents, Inc., a provider of rental, lease ownership and specialty retailing of consumer electronics, residential and office furniture and appliances, Acuity Brands, Inc., a producer of lighting equipment and specialty products, Avnet, Inc., a distributor of electronic components, enterprise network and computer equipment and embedded subsystems, American Airlines, Inc., a passenger airlines company, and Citizens Trust Bank.

      Derek V. Smith, 51, is the Chairman and Chief Executive Officer of the Company. Mr. Smith has served as Chairman of the Board since May 1999 and as Chief Executive Officer and a director of the Company since May 1997. He also served as President of the Company from May 1997 until April 2002.

      THE CHOICEPOINT BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF MS. SZOSTAK AS A DIRECTOR TO HOLD OFFICE UNTIL THE 2007 ANNUAL MEETING OF SHAREHOLDERS AND “FOR” THE ELECTION OF MESSRS. CURLING, LANGONE AND STORY AND MS. CONLEY AS DIRECTORS TO HOLD OFFICE UNTIL THE 2009 ANNUAL MEETING OF SHAREHOLDERS, AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE ELECTED AND QUALIFIED.

PROPOSAL NO. 2 — AMENDMENTS TO THE ARTICLES OF INCORPORATION AND TO THE

BYLAWS TO DECLASSIFY THE BOARD OF DIRECTORS

      The Board of Directors presently consists of 10 directors and is divided into three classes. Each class is elected for a three-year term. The Board of Directors is currently comprised of four Class III directors whose terms expire at this Annual Meeting, three Class I directors whose terms expire at the 2007 Annual Meeting and three Class II directors whose terms expire at the 2008 Annual Meeting. The Board of Directors is submitting for approval by the Company’s shareholders amendments to the Company’s Articles of Incorporation and to the Bylaws that would transition the Board of Directors to a declassified structure. If this proposal is approved by the shareholders at the Annual Meeting, (1) the Bylaws will automatically be amended without further action by the Board of Directors and (2) ChoicePoint will file Articles of Amendment to its Articles of Incorporation with the Georgia Secretary of State as soon as practicable after the 2006 Annual Meeting to amend the Articles of Incorporation. These amendments will have the effect of declassifying the Board of Directors over time in the following manner:

      The current slate of directors, including the directors elected at the Annual Meeting, will continue to serve for their elected terms.

      The Board of Directors unanimously has deemed that it is desirable and in the best interests of the Company and its shareholders, and recommends that the shareholders approve, an amendment to Article IV, Section 2 of the Company’s Articles of Incorporation and to Section 2.2 of the Company’s Bylaws, in order to declassify the Board of Directors and provide for the annual election of all directors as their terms expire.

      This proposal to amend the Company’s Articles of Incorporation and the Bylaws to declassify the Board of Directors is intended to continue to enhance the Company’s corporate governance policies and procedures and to increase director accountability to shareholders.

      Article IV of the Articles of Incorporation currently requires the Board of Directors to be divided into three classes as nearly equal in number as possible. Each class of directors serves staggered, three-year terms, with the term of office of one class expiring each year.

      The proposed amendment to Section 2 of Article IV of the Articles of Incorporation of ChoicePoint Inc. is as follows:

      The proposed amendment to Section 2.2 of Article Two of the Bylaws of ChoicePoint Inc. is as follows:

      Classified boards have been widely adopted by companies and have a long history in corporate law. Some investors and corporate governance organizations have come to view classified boards as having the effect of insulating directors from being accountable to a company’s shareholders. ChoicePoint adopted a classified Board at its inception as a means to deter unfriendly and unsolicited takeover proposals and to promote continuity and stability in the management of the business of the Company.

      The Board of Directors has reviewed the arguments for and against continuation of the classified Board, and in light of ChoicePoint’s continued growth since adoption of the Articles of Incorporation and the Bylaws, and given its current size and financial strength, the Board of Directors determined that the classified Board structure should be eliminated. This determination by the Board is in furtherance of its goal of ensuring that the Company’s corporate governance policies establish director accountability to the Company’s shareholders and will allow shareholders the opportunity each year to review and express their views on the performance of the Board of Directors collectively and each director individually. Because there is no limit to the number of terms an individual may serve, the continuity and stability of the Board’s membership and the Company’s corporate governance policies and long-term strategic planning should not be affected.

      The Board of Directors has unanimously approved the proposed amendments to declassify the organization of the Board of Directors and, if approved by the requisite vote of the shareholders, the Articles of Incorporation and the Bylaws shall be amended to declassify the Board of Directors.

      If this proposal is not approved, pursuant to the Company’s current Articles of Incorporation, the Board of Directors will remain classified and approximately one-third of the Board will stand for election in any given year.

Board Meetings and Committees

      The Board of Directors of ChoicePoint met five times during 2005. The Board of Directors has established several standing committees, which met at various intervals as indicated below. All directors attended at least 75% of the meetings of the Board of Directors and the various committees of which they

were members. The Company has not adopted a formal policy regarding Board members’ attendance at the Company’s annual meetings; however, the Company encourages all Board members to attend the annual meetings. All of the Company’s directors, except Mr. Thomas M. Coughlin, were in attendance at the 2005 Annual Meeting of Shareholders.

      The members of the Executive Committee are Messrs. Smith (Chairman), Langone, Murray and Story. The Executive Committee did not meet, but took action by written consent, once during 2005. This committee is authorized to exercise the powers of the Board of Directors in the management of all of the affairs of ChoicePoint during the intervals between Board of Directors meetings, subject to the Board of Directors’ direction and certain statutory limitations.

      The members of the Compensation Committee are Messrs. Murray (Chairman) and McCoy and Dr. Hamre. The Compensation Committee met twice during 2005. This committee is responsible for all decisions regarding compensation of the Chief Executive Officer and named executive officers and incentive compensation awards for ChoicePoint’s restricted employees as defined in the ChoicePoint Inc. 2003 Omnibus Incentive Plan. The Compensation Committee is also responsible for establishing and approving compensation policies, management incentive compensation plans and other material benefit plans. The Board has affirmatively determined that all members of the Compensation Committee are independent under the New York Stock Exchange listing standards.

      The members of the Audit Committee are Messrs. McCoy (Chairman), Denny and Story. The Audit Committee met six times during 2005. This committee is responsible for reviewing and recommending to the Board of Directors the engagement or discharge of independent registered public accountants, reviewing with independent registered public accountants the scope, plan for and results of the audit engagement, reviewing the scope and results of ChoicePoint’s internal audit department, reviewing the adequacy of ChoicePoint’s system of internal accounting controls, reviewing the status of material litigation and corporate compliance, and any other matters the Audit Committee deems appropriate. The Board of Directors has determined that Mr. McCoy is qualified as an Audit Committee Financial Expert, within the meaning of SEC regulations, and possesses related financial management expertise within the meaning of the listing standards of the New York Stock Exchange. The Board has affirmatively determined that all members of the Audit Committee are independent under the New York Stock Exchange listing standards and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has established the Audit Committee in accordance with Rule 10A-3 promulgated under the Exchange Act.

      The members of the Privacy and Public Responsibility Committee are Dr. Hamre (Chairman) and Messrs. Curling and Robinson. The Privacy and Public Responsibility Committee met three times in 2005. This committee is responsible for reviewing, monitoring legislation and recommending policies to the Board of Directors as to privacy matters affecting ChoicePoint and overseeing the discharge of duties by the Office of Credentialing, Compliance and Privacy, as well as monitoring and evaluating the Company’s corporate citizenship programs and activities for the support of charitable, political and educational organizations and community and government relations.

      The members of the Corporate Governance and Nominating Committee are Messrs. Langone (Chairman), McCoy and Murray and Dr. Hamre. The Corporate Governance and Nominating Committee

met twice during 2005. This committee is responsible for identifying corporate governance issues, creating corporate governance policies, identifying and recommending potential candidates for election to the Board of Directors and reviewing director compensation. The Board has affirmatively determined that all members of the Corporate Governance and Nominating Committee are independent under the New York Stock Exchange listing standards.

Director Compensation

      Directors who are salaried officers or employees of ChoicePoint receive no additional compensation for services as a director or as a member of a committee of the Board of Directors. Each director who is not a salaried officer or employee of ChoicePoint is compensated as follows. The non-employee chairman of the Board of Directors is paid an annual fee of $40,000 for his or her services and an additional fee of $2,500 for attendance at each meeting of the Board of Directors or a committee thereof. ChoicePoint non- employee directors are paid an annual fee of $40,000 for services as a director, an additional fee of $1,500 for attendance at each meeting of the Board of Directors, and $1,000 for attendance at each committee meeting. The chairman of the Audit Committee receives an annual fee of $10,000 and each other committee chairman receives an annual fee of $5,000. Derek V. Smith and Douglas C. Curling do not receive this compensation since they are salaried employees of ChoicePoint.

      Upon initial election to the Board of Directors, each ChoicePoint non-employee director receives a one-time grant of share equivalent units with a market value of $40,000 and an annual award of share equivalent units with a market value of $125,000. The share equivalent units vest 12 months after cessation from service on the Board. Messrs. Smith and Curling do not receive these awards because they are salaried employees of ChoicePoint.

      ChoicePoint non-employee directors are eligible for participation in ChoicePoint’s deferred compensation plan, pursuant to which each ChoicePoint non-employee director may elect to defer up to 100% of earned director cash compensation into accounts that are credited with earnings or losses based upon imputed investments in one or more of the following, as selected by the individual director: (a) the market value of, and any dividends on ChoicePoint common stock (“common share equivalents”), (b) a short-term income fund, (c) an equity index fund, or (d) a fixed income fund. Funds invested in common share equivalents may be redeemed only for cash on a fixed date or upon termination of service as a director, as elected in advance by the director. No director has voting or investment power with respect to the common share equivalents. In addition, ChoicePoint provides coverage for the directors under its Directors’ and Officers’ Liability Insurance Policy.

CHOICEPOINT SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

      The following table reflects information, as of February 28, 2006, with respect to the beneficial ownership of the outstanding ChoicePoint common stock by (1) persons known to ChoicePoint to be the beneficial owners of more than five percent of the ChoicePoint common stock in accordance with Section 13(d) of the Exchange Act, (2) each of the executive officers of ChoicePoint named in the summary compensation table which follows, (3) each director and director nominee of ChoicePoint, and (4) all of the directors, director nominees and executive officers of ChoicePoint as a group. Share ownership information represents those shares as to which the individual holds sole voting and investment power, except as otherwise indicated. The number of outstanding shares of ChoicePoint common stock as of February 28, 2006 was 86,724,204.

MANAGEMENT COMPENSATION AND BENEFITS COMMITTEE

REPORT ON EXECUTIVE COMPENSATION

      The compensation of ChoicePoint’s executive officers is determined by the Compensation Committee of the Board of Directors. The Compensation Committee was established by the Board of Directors and is composed entirely of directors who are not, and have never been, officers or employees of ChoicePoint and who are otherwise independent directors under the New York Stock Exchange listing standards. The Board of Directors designates the members and the chairman of this committee. The Compensation Committee is responsible for all decisions regarding the salaries of the executive officers, including the Chief Executive Officer, and for establishing and administering ChoicePoint’s compensation and benefit policies and practices for the executive officers. The Compensation Committee is also responsible for the administration of the stock incentive plans.

      The 2003 Omnibus Incentive Plan, as amended and restated, (the “2003 Plan”) includes the following long-term compensation standards:

      The Compensation Committee’s philosophy regarding the use of equity grants includes:

      The Compensation Committee’s philosophy is to link long-term incentive to the performance of ChoicePoint stock and the Compensation Committee believes the revised compensation philosophy, including annual grant amount limits and achievement of performance goals is properly aligned with the long-term interests of its shareholders.

      The following report summarizes the philosophies, methods and recent revisions thereto that the Compensation Committee uses in establishing and administering ChoicePoint’s executive compensation and incentive programs, including the development of compensation programs designed to provide key executive officers with ownership interests in ChoicePoint and motivation to build shareholder value.

Executive Compensation Policies

      ChoicePoint’s executive compensation policies are designed to attract and retain qualified executives, to reward individual achievement appropriately and to enhance the financial performance of ChoicePoint, and thus shareholder value, by significantly aligning the financial interests of ChoicePoint’s executives with those of its shareholders. To accomplish these objectives, the executive compensation program is comprised of (1) base salary, (2) an annual performance-based variable cash incentive award, (3) long-term incentive compensation, consisting of restricted stock, deferred shares and fair market value stock options, and (4) other benefits that are intended to provide competitive capital accumulation opportunities and health, welfare and other fringe benefits. Base salary is designed to recognize individual performance and annual bonuses are designed to recognize the achievement of corporate business criteria selected by the committee each year and, in unusual circumstances, to recognize individual achievement outside the context of ChoicePoint’s realization of its stated business criteria. The value of long-term incentives is directly linked to the performance of the ChoicePoint common stock. Executive officers also are eligible to participate in a variety of other benefit plans, including a deferred compensation plan, supplemental life and disability plans available to key officers and benefit plans available to employees generally, including the ChoicePoint Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”) and health-related plans.

      Decisions regarding the compensation of named executive officers are based upon (1) the policies described above, (2) ChoicePoint’s operating performance, and (3) competitive practices for executive talent. In addition to these principles, the Compensation Committee uses experience and judgment in determining the mix and level of compensation. The Compensation Committee considers market practices and compensation information drawn from a broad range of companies. The Compensation Committee’s policy is to engage an outside consultant to insure the compensation package for ChoicePoint’s executive officers provides a competitive base salary and variable performance-based elements that give the named executive officers an opportunity, when superior performance is achieved, to earn total compensation that is generally in the top quartile of comparable positions for publicly-traded companies.

Annual Salary and Incentive Bonuses

      In determining the base salaries for ChoicePoint’s named executive officers, the Compensation Committee takes into consideration each executive’s experience and the responsibilities attendant to his or her position. Base salaries for the named executive officers are reviewed annually. In evaluating whether an adjustment to an executive’s base salary is appropriate, factors such as the scope of the individual’s job responsibilities and performance over the past year are considered. In each of the three years since 2002, the Compensation Committee accepted the request of Messrs. Smith and Curling that there be no increase in their base salaries.

      The purpose of ChoicePoint’s annual incentive compensation plan is to unite the interests of ChoicePoint’s executive officers with those of its shareholders through annual payment of cash incentive awards to those executives based upon attainment of annually established business criteria. Depending on the criteria employed, target incentive cash opportunities under the ChoicePoint annual incentive compensation plan for the named executive officers other than the Chief Executive Officer can aggregate a range of from 60% to 112.5% of base salary, and for the Chief Executive Officer can amount to 150% of his base salary. Actual annual cash bonuses are determined by measuring performance against business criteria goals established for the applicable period. The goals take into account, depending upon the responsibility level of the individual, one or more factors, including the performance of the functional group or unit with which the individual is associated and the overall performance of ChoicePoint (based upon economic value added goals). Such goals may or may not be equally weighted and may vary from one named executive officer to another. Except as noted below, for 2005 no cash bonuses were granted to named executive officers as the Company failed to achieve its performance goals for 2005 under the plan and as the named executed officers requested that the Compensation Committee not pay cash bonuses to them.

      The Compensation Committee awarded a cash bonus to one named executive officer based on its assessment of the officer’s personal achievements during 2005 and one cash bonus pursuant to the terms of an employment agreement.

Long-Term Incentive Compensation

      The stock incentive plans are intended to provide a means of encouraging an ownership interest in ChoicePoint by those employees who have contributed, or are determined to be in a position to contribute, materially to the success of ChoicePoint, thereby increasing their motivation for, and interest in the achievement of, ChoicePoint’s long-term success. Because the value of equity grants bears a direct relationship to the price of shares of the ChoicePoint common stock, the Compensation Committee believes that equity grants are a means of encouraging executives to increase long-term shareholder value. ChoicePoint’s 2005 long-term incentive compensation program for its Chief Executive Officer and Chief Operating Officer consisted of a combination of one-third fair market value stock options which vest 100% on the third anniversary of the grant, one-third fair market value stock options which have three year performance-based accelerated vesting features and one-third deferred shares which vest after the expiration of their current employment agreements (currently scheduled for 2010). For other executive officers, except Ms. DiBattiste who did not receive any performance-based accelerating grants, the program consisted of a combination of fair market value stock options which vest 100% on the third anniversary of the grant, fair market value stock options which have three year performance-based accelerated vesting features and restricted stock which vests 100% on the third anniversary of the grant, pursuant to the stock incentive plans. Consistent with the compensation philosophy of the Compensation Committee described above, ChoicePoint, in February 2005, granted options, deferred shares and restricted stock to named executive officers (including the Chief Executive Officer) and in April 2005 to Ms. DiBattiste upon the execution of her employment agreement.

      In 2002, fair market value stock options, with three year performance-based vesting acceleration features, were granted to executive officers. At the completion of the three year performance period in 2005, the Compensation Committee determined that the performance targets were not met. The options, under the original terms of the grant, will therefore vest on the seventh anniversary of the grant.

      The Compensation Committee’s philosophy regarding the use of equity grants is to limit the aggregate number of annual equity-based grants awarded to no more than two percent of the Company’s outstanding shares and limit the combined grants to the Chief Executive Officer and Chief Operating Officer to not more than 15% of the Company’s annual equity-based grant. In 2005, annual equity grants in the aggregate represented 1.9% of the total outstanding shares and the grants to the Chief Executive Officer and Chief Operating Officer amounted to less than 15% of the annual aggregate equity grants. The compensation philosophy links long-term incentives directly to the performance of the ChoicePoint common stock and includes a combination of performance-accelerated, performance-contingent and time-based grants of fair market value stock options, deferred shares and restricted stock, with a reduced reliance on option grants. The Compensation Committee believes that long-term equity compensation that is earned upon achievement of performance goals is properly aligned with the long-term interests of its shareholders, and that continued use of long-term equity compensation is needed to attract and retain qualified executives. The 2003 Plan was approved with shares available for two years of equity grants, based on the limitations stated above. The two-year supply of grants has generally been distributed with only 408,000 shares available for grant on February 28, 2006. The Compensation Committee has recommended that the 2006 Plan be approved to provide additional share availability for future grants in support of the Compensation Committee’s compensation philosophy. The ChoicePoint Inc. 2006 Omnibus Incentive Plan is more fully described in Proposal No. 3. In determining the maximum number of shares which constitute an award of long-term equity under the stock incentive plans, the Compensation Committee has used no specific formula, other than the limitations discussed above, but rather determines the number of shares based upon such factors as individual contribution to corporate performance, market practices, and for grants other than for the Chief Executive Officer and Chief Operating Officer, management recommendations.

Compensation of the Chief Executive Officer

      The Compensation Committee generally applies the compensation philosophy described above for named executive officers in order to determine the compensation for Derek V. Smith, ChoicePoint’s Chairman and Chief Executive Officer. In setting both the cash-based and equity-based elements of Mr. Smith’s compensation, the Compensation Committee’s objective is to establish compensation at target levels that are competitive and reflect market practice. Factors considered in evaluating Mr. Smith’s performance include financial results compared to ChoicePoint’s financial targets, executing desired strategic direction, including growth through acquisitions, and increasing shareholder value. No specific weights are assigned to these factors in the evaluation process.

Section 162(m) Limitation

      The Compensation Committee believes that the compensation program serves its intended objectives. It believes the use of short-term performance goals, fair market value stock options and deferred shares delivered after employment minimizes the effect of the $1,000,000 limitation on the deduction that an employer may claim for compensation of executives under Section 162(m) of the Internal Revenue Code. Section 162(m) provides exceptions to the deduction limitation, and it is the intent of the Compensation Committee to qualify for these exceptions to the extent feasible and in the best interests of ChoicePoint, including the exceptions with respect to performance-based compensation.

      While it is the Compensation Committee’s intention to maximize the deductibility of compensation payable to ChoicePoint’s named executive officers, deductibility will be only one among a number of factors used by the Compensation Committee in ascertaining appropriate levels or methods of compensation. ChoicePoint intends to maintain the flexibility to compensate named executive officers based upon an overall determination of what it believes to be in the best interests of ChoicePoint and its shareholders.

      This report is submitted by the Compensation Committee.

      THE FOREGOING REPORT SHOULD NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE EXCHANGE ACT (TOGETHER, THE “ACTS”), EXCEPT TO THE EXTENT THAT CHOICEPOINT SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

CHOICEPOINT EXECUTIVE COMPENSATION

Summary of Cash and Other Compensation

      The following table shows, for the fiscal years ended December 31, 2005, 2004 and 2003, the compensation awarded to, earned by or paid to ChoicePoint’s chief executive officer, and the five other most highly compensated executive officers of ChoicePoint, referred to as the “named executive officers” in all capacities in which they served during such fiscal years.

Summary Compensation Table

Stock Options

      The following table sets forth information concerning the grants, to the named executive officers of options to purchase ChoicePoint common stock, made during the fiscal year ended December 31, 2005.

Option Grants in Last Fiscal Year

Aggregated Option Exercises in Last Fiscal Year And Fiscal Year-End Option Values

      The following table sets forth information, with respect to each named executive officer, concerning any exercise of options to purchase ChoicePoint common stock during the fiscal year ended December 31, 2005 and the fiscal year-end value of outstanding unexercised options to purchase ChoicePoint common stock held at December 31, 2005.

Employment Agreements and Change-in-Control Arrangements

      ChoicePoint currently has in effect employment agreements with Messrs. Smith, Curling, Lee and Surbaugh and Ms. DiBattiste. The employment agreements set forth minimum base salary amounts and provide for participation in ChoicePoint’s employee and executive benefit plans and certain perquisites. The employment agreements vary in duration, but all, except Mr. Surbaugh’s and Ms. DiBattiste’s, provide for automatic extensions if not otherwise terminated. Mr. Surbaugh’s and Ms. DiBattiste’s agreements allows for negotiation of an extension of the duration. The employment agreements may be terminated by either ChoicePoint or by the executive. The employment agreements provide that, under specified circumstances, in the event of a termination, the executive would be entitled to severance pay for a period of up to two years from the date of termination, and in the case of Ms. DiBattiste until April 24, 2008.

      The employment agreements also contain provisions for severance pay and specified benefits upon the occurrence of a “change in control” of ChoicePoint. A “change in control” is defined by the employment agreements to mean: (1) a merger, consolidation or other reorganization of ChoicePoint that results in the shareholders of ChoicePoint holding less than a majority of the voting power of the resulting entity after such a transaction; (2) a sale or transfer of all or substantially all of ChoicePoint’s assets to an entity in which the shareholders of ChoicePoint hold less than a majority of the voting power of such entity immediately following such sale or transfer; (3) the filing of a report with the SEC pursuant to the provisions of the Exchange Act disclosing that a person or entity beneficially owns shares representing at least 30% of ChoicePoint’s voting power; (4) disclosure by ChoicePoint, pursuant to the requirements of the Exchange Act, that a change in control (as defined in the Exchange Act) has occurred or may occur pursuant to a then-existing agreement; or (5) in specified circumstances, the failure to reelect a majority of the members of ChoicePoint’s Board of Directors. In the event that the executive’s employment is terminated within five years, with the exception of Ms. DiBattiste, and in the case of Mr. Surbaugh within seven years, after the date of a change in control, then the executive is entitled to severance pay and other benefits. The amount of the severance payment is based upon the executive’s annual direct and indirect compensation, with specified components of such compensation multiplied by a factor ranging from two to five times. In the case of Ms. DiBattiste, if a successor to ChoicePoint fails to agree in writing to assume and perform under her agreement prior to a Change in Control or there is a material reduction in her duties or compensation following a Change in Control, then she is entitled to severance pay, including base salary and bonus until April 24, 2008, and other benefits.

Management Compensation and Benefits Committee Interlocks and Insider Participation

      The Compensation Committee consists of Messrs. Murray (Chairman), McCoy and Dr. Hamre. None of the members of the Compensation Committee is a former or current officer or employee of the Company or any of its subsidiaries. None of ChoicePoint’s executive officers currently serve on the Compensation Committee or Board of Directors of any other company of which any member of the Company’s Compensation Committee or Board of Directors is an executive officer.

EQUITY COMPENSATION PLAN INFORMATION

      The following table gives information about our common stock as of December 31, 2005, that may be issued upon exercise of options, warrants and rights under the 1997 Omnibus Stock Incentive Plan, 2003 Omnibus Incentive Plan, the ChoicePoint Inc. Deferred Compensation Plan and the ChoicePoint Inc. Deferred Compensation Plan No. 2 (the only stock compensation plans of the Company).

ChoicePoint Inc. Deferred Compensation Plan No. 2

      Under the ChoicePoint Inc. Deferred Compensation Plan No. 2 (the “DCP2 Plan”), certain executive officers may elect to defer receipt, until the termination of their employment or attainment of a stated age, if later, of all or a portion of (1) shares of restricted stock granted to them under the ChoicePoint Inc. 1997 Omnibus Stock Incentive Plan that would otherwise be distributed to them upon satisfaction of vesting requirements, and (2) certain cash bonuses granted at the time of grant of the restricted stock awards. The officers become vested in amounts deferred under the DCP2 Plan when the underlying awards vest. The initial grant of restricted stock vested on July 1, 2004, the third anniversary of grant. The cash bonuses vested on July 1, 2004 based upon satisfaction of three-year performance goals. The number of shares distributed with respect to the restricted shares was equal to the number of shares initially deferred under the DCP2 Plan. The total amount of the cash bonus was earned as of July 1, 2004. The amount was based on a predetermined value that equals 75% of the market value on the vesting date of the restricted stock grant to that officer. The officers participating in the DCP2 Plan previously elected to defer 95% of any vested cash bonuses under the DCP2 Plan. These vested deferred amounts will be distributed in shares of ChoicePoint common stock. The shares distributed under the DCP2 Plan are provided from treasury shares or are acquired by ChoicePoint through open market purchases. The vesting criteria has been met and 256,875 shares of ChoicePoint common stock will be distributed under this plan.

CHOICEPOINT STOCK PERFORMANCE GRAPH

      The following graph compares the cumulative total return on the ChoicePoint common stock with a cumulative total return on the S&P Midcap 400 Index and the S&P 400 Diversified Commercial Services Index for the period from December 31, 2000 through December 31, 2005. The comparison assumes an original investment of $100 on December 31, 2000 and assumes the reinvestment of any dividends.

THE STOCK PRICE PERFORMANCE GRAPH SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE ACTS, EXCEPT TO THE EXTENT THAT CHOICEPOINT SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

PROPOSAL NO. 3 — APPROVAL OF THE CHOICEPOINT INC.

2006 OMNIBUS INCENTIVE PLAN

General

      The ChoicePoint Inc. 2006 Omnibus Incentive Plan, referred to as the “2006 plan,” is intended to attract and retain directors, officers, full-time employees and others who render significant services to ChoicePoint and its subsidiaries and to motivate these persons to achieve performance objectives related to our overall goal of increasing shareholder value. The Board of Directors unanimously approved and adopted the 2006 plan on March 15, 2006, and the 2006 plan is being submitted to the shareholders for approval. If a quorum is present at the Annual Meeting, the approval of the 2006 plan must receive the affirmative vote of a majority of the votes cast at the Annual Meeting.

      The Board of Directors believes approval of the 2006 plan by shareholders is in our best interest. The principal reasons for adopting the 2006 plan are to ensure that we have a mechanism for long-term, equity-based incentive compensation to directors, officers and employees and to provide annual cash incentive compensation to executive officers. Certain awards under the 2006 plan are designed to qualify as performance-based under Section 162(m) of the Internal Revenue Code, which places a limit of $1,000,000 on the amount of compensation that we may deduct for federal income tax purposes unless it is performance-based. The 2006 plan is also designed to comply with Rule 16b-3 under the Securities and Exchange Act of 1934, as amended, and, to the extent applicable, with the provisions of Section 409A of the Internal Revenue Code.

      In addition, we will also amend the ChoicePoint Inc. 1997 Omnibus Stock Incentive Plan, referred to as the “1997 plan.” As of February 28, 2006, the 1997 plan had 2,283,070 shares remaining available for grant. The amendments to the 1997 plan will:

      We have also amended and restated the ChoicePoint Inc. 2003 Omnibus Incentive Plan, referred to as the “2003 plan,” so that its provisions are consistent with the provisions described below with respect to the 2006 plan. We have not changed the shares that were available for issuance under the 2003 plan. As of February 28, 2006, the 2003 plan had available for issuance 408,344 shares of which no more than 172,373 may be distributed as restricted shares or deferred shares or as performance shares, performance units, share equivalent units or “other awards,” to the extent distributed in shares. The 2003 plan is described in more detail under the heading “Management Compensation and Benefits Committee Report on Executive Compensation.”

      A summary description of the 2006 plan is set forth below. The full text of the 2006 plan is annexed to this proxy statement as APPENDIX A, and the following summary is qualified in its entirety by reference to APPENDIX A.

      Overview. Under the 2006 plan, the Compensation Committee is authorized to make awards of options to purchase shares of ChoicePoint common stock, tandem appreciation rights and/or free-standing appreciation rights, restricted shares, deferred shares, performance shares and performance units, and share equivalent units. The terms applicable to awards of the various types, including those terms that may be established by the Compensation Committee when making or administering particular awards, are set forth in detail in the 2006 plan.

      Shares Available Under the 2006 Plan. The number of shares of common stock that may be issued or transferred pursuant to awards, or in payment of dividend equivalents paid with respect to awards made under the 2006 plan, may not exceed 1,500,000 in the aggregate, subject to adjustment as provided in the 2006 plan. We believe that the 1,500,000 shares available for grant will generally be sufficient to make our annual equity awards in 2006. These shares of common stock may be shares of original issuance or treasury shares or a combination of both. Shares will not be counted as used under the 2006 plan until they are actually issued and delivered to a participant. Shares tendered in payment of exercise price or for tax withholding obligations will reduce the aggregate shares available, and shares covered by appreciation rights, to the extent the appreciation rights are exercised and settled in common stock, will be considered issued under the 2006 plan. Any shares repurchased by ChoicePoint with proceeds from option exercises will not be added to the aggregate share limits under the 2006 plan. As of February 28, 2006, the market value of our common stock was $44.40 per share.

      Eligibility. Officers, directors and full-time employees of ChoicePoint and its subsidiaries, and others who render significant services, may be selected by the Compensation Committee to receive benefits under the 2006 plan which are intended to constitute long-term incentives. The class of eligible participants may not be expanded without shareholder approval. There were approximately 3,180 persons eligible to participate in the 2006 plan as of March 6, 2006. In addition, for annual incentive awards, eligible participants are those executives who constitute “restricted employees,” as described under “Performance Goals.”

      Limitations on Specific Kinds of Awards. In addition to the general limitation on the number of shares of common stock available under the 2006 plan, the 2006 plan specifically limits the number of shares issued as restricted shares or deferred shares, or as performance shares, performance units, share equivalent units or “other awards,” to the extent distributed in shares, to 200,000 in the aggregate. Additionally, the 2006 plan provides for specific limits and other requirements for certain awards to qualify as performance-based compensation for the purpose of Section 162(m) of the Internal Revenue Code. No participant may be granted (1) option rights, in the aggregate, for more than 750,000 shares of common stock during any calendar year, or (2) appreciation rights in the aggregate, for more than 750,000 shares of common stock during any calendar year, or (3) awards of performance shares, performance units, share equivalent units, deferred shares or restricted shares which in total have an aggregate maximum value as of their respective dates of grant more than $4,000,000 in any fiscal year, nor shall an annual incentive award to a restricted employee exceed $4,000,000 in any fiscal year. In addition, the aggregate number of shares of common stock actually issued or transferred upon the exercise of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, may not exceed 1,500,000.

      Option Rights. The Compensation Committee may grant option rights, which entitle the holder to purchase shares of common stock at a price equal to or greater than market value at the date of grant, which is the closing price of the stock on the New York Stock Exchange on the date of grant. The option price is payable in cash, by the transfer to us of shares of common stock, by a combination of these payment methods or by other consideration authorized by the Compensation Committee. Any grant may provide for deferred payment of the option price from the proceeds of sale through a broker on the date of exercise of some or all of the shares of common stock to which the exercise relates. Option rights granted under the 2006 plan may be incentive stock options, option rights that are not intended to qualify as incentive stock options, or combinations of incentive stock options and non-qualified stock options. Incentive stock options will be granted only to participants who are “employees” as defined in the Internal Revenue Code. Each grant specifies the period of employment, which for officers shall generally be not less than three years, or performance goals required to be achieved before the option or portions of options

will become exercisable. Option rights will not continue to be exercisable in any event beyond seven years from the date of grant. Option rights may not be amended to reduce the option price, nor may options be cancelled and replaced with rights with lower option prices, without further approval of the shareholders. No grant may provide for the automatic grant of reload option rights.

      Appreciation Rights. A tandem appreciation right is a right to receive up to 100% of the spread between the option price and the current value of the shares of common stock underlying an option upon surrender and cancellation of the option. A free-standing appreciation right is the right to receive a percentage of the spread at the time of exercise. When computing the spread for a free-standing appreciation right, the base price must be equal to or greater than the market value of the underlying common stock on the date of grant. Any grant may specify waiting periods or performance goals which must be reached before exercise, and permissible exercise dates or periods. Appreciation rights will not continue to be exercisable in any event beyond seven years from the date of grant. Appreciation rights may not be amended to reduce the market value of the shares at the date of grant, nor may appreciation rights be cancelled and replaced with rights based on lower market value of the shares at the date of grant, without further approval of the shareholders.

      Restricted Shares. An award of restricted shares involves the immediate transfer to a participant of ownership of a specific number of shares of common stock in consideration of the performance of services, with the participant entitled to voting, dividend and other ownership rights in the restricted shares. The transfer is made without additional consideration or in consideration of a payment by the participant that is less than current market value. In addition, the transfer may be conditioned on the achievement of performance goals. To the extent that performance goals are partially met, an award may provide for partial vesting. An award of restricted shares may provide that any dividends or other distributions declared with respect to the restricted shares will be subject to the same restrictions as the underlying award and will be released to the participant when the restrictions are eliminated. Restricted shares must be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Internal Revenue Code for a period to be determined by the Compensation Committee, or until the achievement of the stated performance goals. If the elimination of said restrictions is based on the passage of time rather than the achievement of performance goals, the period of time shall be no shorter than three years, except that said restrictions may be removed ratably no more than once each twelve months during the three-year period. In addition, an award may provide for earlier termination of the restricted period in the event of a change in control or similar event, retirement, death or disability. In order to enforce these forfeiture provisions, the transferability of restricted shares will be prohibited or restricted in a manner and to the extent prescribed by the Compensation Committee for the period during which the forfeiture provisions are to continue, subject to the limited rights of transferability described below under “Transferability”.

      Deferred Shares. An award of deferred shares constitutes an agreement to deliver shares of common stock to the participant in the future in consideration of the performance of services, but subject to the fulfillment of specified conditions. During the deferral period, the participant has no right to transfer any rights under the deferred shares, except as described below under “Transferability,” and has no rights of ownership in the deferred shares. Awards of deferred shares may be made without additional consideration or in consideration of a payment by the participant that is less than the market value per share at the date of grant. Except in the event of a change in control or similar event, retirement, death or disability, deferred shares must be subject to a deferral period of not less than three years, except that a grant may provide that the deferral period will expire ratably during said three-year period, once each twelve months, as determined by the Compensation Committee at the date of grant.

      Performance Shares and Performance Units. A performance share is the equivalent of one share of common stock, and a performance unit is the equivalent of $100.00. A recipient must meet one or more performance goals within a specified performance period to earn the award in full. To the extent that performance goals are partially met, an award may provide for partial payment. Alternatively, if a minimum level of acceptable achievement is established by the Compensation Committee, that minimum level must be exceeded in order to earn a portion of the award; the amount earned in this case will be determined in accordance with a formula. The Compensation Committee may provide for the payment of

dividend equivalents with respect to an award for performance shares, which will be subject to the same restrictions as the underlying award and will be released to the participant when the restrictions are eliminated.

      Share Equivalent Units. An award of share equivalent units results in the creation of a bookkeeping account which tracks the price of our common shares. When the participant has served ChoicePoint for the period of time specified at the time of grant, or when specified performance goals have been met, the value of the account will be distributed in cash, common shares, restricted shares or a combination thereof, as determined by the Compensation Committee. An award of share equivalent units will provide that any dividends or other distributions declared with respect to the share equivalent units will be subject to the same restrictions as the underlying award and will be released to the participant when the restrictions are eliminated.

      Annual Incentive Awards. The 2006 plan also provides for the grant of annual incentive awards to restricted employees. Similar awards may be made to officers and other employees pursuant to other programs established by ChoicePoint. Annual incentive awards are paid in cash at the end of our fiscal year, in amounts which reflect the degree of achievement of performance goals established by the Compensation Committee for the participant during the first 90 days of the fiscal year. Minimum goals will be established by the Compensation Committee for a participant, which must be met before any award is paid. A formula will determine the portion of the award which will be paid if performance exceeds the minimum but falls short of full achievement of the performance goals. Notwithstanding the achievement of a participant’s performance goals, the Compensation Committee has the discretion to reduce (but not to increase) the award which will be paid. The Compensation Committee must certify the achievement of performance goals before awards will be paid. The 2006 plan provides that restricted employees who are granted an annual incentive award must be employed at the time of payment, although awards will be prorated if a change in control occurs during the year or if the restricted employee’s employment is terminated due to retirement.

      Performance Goals. Performance goals may be described either in terms of Company-wide objectives or objectives that are related to performance of the individual participant or the division, subsidiary, department, region, function or business unit in which the participant is employed. The performance goals applicable to any award to a participant who is a “restricted employee” will be based on specified levels of achievement, growth, or improvement in one or more of the following business criteria: (1) the price of our securities; (2) revenue; (3) book value per share; (4) return on equity, assets, capital or investment; (5) economic value added; (6) total shareholder return; (7) operating performance; (8) strategic initiatives; (9) earnings margin or earnings per share; (10) cash flow; and (11) operating profit after amortization. For purposes of using earnings as a business criteria, they may be calculated as net, gross, operating, pre-tax, before interest and taxes, or before interest, taxes, depreciation and amortization. “Restricted employees” are generally “covered employees” within the meaning of Section 162(m) of the Internal Revenue Code, unless the Compensation Committee specifically provides at the time of any grant that such participant will not be considered a restricted employee. The performance goals applicable to any award to a participant who is not a restricted employee may include any other management objectives designated by the Compensation Committee. The Compensation Committee must certify the achievement of performance goals with respect to awards made to restricted employees, in order for the award to be earned.

      If the Compensation Committee determines that a change in our business, operations, corporate structure or capital structure, or the manner in which we conduct our business, or other events or circumstances render the business criteria unsuitable, the Compensation Committee may modify the business criteria or the related minimum acceptable level of achievement, in whole or in part, as the Compensation Committee deems appropriate and equitable, except in the case of a restricted employee where such an action would be the only factor which would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Internal Revenue Code.

      Awards to Non-Employee Officers or Directors. The Compensation Committee may, in its discretion, authorize the grant of option rights or the grant or sale of restricted shares or share equivalent units to officers or directors of ChoicePoint who are not employees of ChoicePoint or its subsidiaries. Each such grant or sale will be upon terms and conditions consistent with those described above for employees.

      Foreign Employees and Providers of Services. The Compensation Committee may provide for special terms for awards to participants who are foreign nationals or who are employed by, or provide services to, ChoicePoint or any of its subsidiaries outside of the United States of America as the Compensation Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. The Compensation Committee may approve supplements, amendments, restatements or versions of the 2006 plan as it deems necessary for such purposes so long as such supplements, restatements and versions are consistent with the 2006 plan. The 2006 plan includes provisions applicable to awards with respect to residents of the United Kingdom.

      Transferability. Except as described below, no award under the 2006 plan is transferable by a participant other than by designation of a beneficiary or by will or the laws of descent and distribution or, during a participant’s lifetime, with the consent of ChoicePoint’s chief financial officer or its vice president with responsibility for compensation and benefits. No transfers are permitted in any event for tangible consideration paid to the participant or a prior transferee. In any case, unless the Compensation Committee provides otherwise, such a transfer may only be made to a family member of the participant or a trust or partnership for a family member or to a tax-exempt charity. Only the participant, or the participant’s guardian or legal representative in the event of the participant’s legal incapacity, or a transferee described above, may exercise option rights or appreciation rights or other awards during the participant’s lifetime. Any transferee will be subject to the same terms and conditions under the 2006 plan as the participant.

      Adjustments. The number, kind, and price of shares covered by outstanding awards are subject to adjustment by the Compensation Committee in its discretion in the event of stock combinations, changes in our capital structure, mergers, spin-offs, partial or complete liquidation, and similar events. The Compensation Committee may also make or provide for adjustments in the numbers of shares available under the 2006 plan and available for specific kinds of awards under the 2006 plan as the Compensation Committee may determine appropriate to reflect such a transaction or event, and said numbers shall be automatically adjusted in the event of a stock dividend or stock split.

      Change in Control. A definition of change in control is specifically included in the 2006 plan, the full text of which is attached to this proxy statement as APPENDIX A. Generally, a change in control includes the acquisition by a person of 30% or more of our voting securities, specified changes in the Board of Directors and specified business combination transactions and similar events. Awards under the 2006 plan may provide for acceleration of exercisability or early termination of restrictions in the event of a change in control.

      To the extent an award under the 2006 plan is deemed to be vested or restrictions lapse, expire or terminate upon a change in control and the change in control does not meet the requirements of Section 409A of the Internal Revenue Code, payment will be made to the participant at the earliest of (i) the date of the participant’s separation from service (determined in accordance with Section 409A), or, for certain employees specified in Section 409A, six months from the date of such separation of service, (ii) the date otherwise payable under the 2006 plan, if permitted by Section 409A, and (iii) the participant’s death.

      Withholding Taxes. To the extent that we are required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a participant or other person under the 2006 plan, and the amounts available to us for such withholding are insufficient, it will be a condition to the receipt of the payment or the realization of the benefit that the participant or the other person make arrangements satisfactory to us for payment of the balance of taxes required to be withheld. These arrangements, in the discretion of the Compensation Committee, may include relinquishment of a portion of the benefit.

      Administration and Amendments. The 2006 plan is to be administered by the Compensation Committee. The Board of Directors elects the Compensation Committee, which shall consist of not less than three directors who meet the standards for independence established by applicable requirements of the Internal Revenue Code, the SEC and relevant stock exchanges. Awards are granted at the discretion of the Compensation Committee and are therefore not yet determinable. The Compensation Committee’s interpretation of the 2006 plan and related agreements and documents is final and conclusive. The 2006 plan may be amended from time to time by the Compensation Committee, provided shareholder approval of any amendment will be obtained when required by the 2006 plan or by applicable law or the rules of any national securities exchange upon which our shares of common stock are then traded or quoted.

      Termination. No grant under the 2006 plan may be made more than ten years after the 2006 plan is approved by the shareholders, but all grants made on or before the tenth anniversary will continue in effect after that date subject to the terms of those grants and the 2006 plan. Option rights and appreciation rights will not continue to be exercisable in any event beyond seven years from the date of grant.

Federal Income Tax Consequences

      The following is a brief summary of the federal income tax consequences of certain transactions under the 2006 plan based on federal income tax laws in effect on January 1, 2006. This summary is not intended to be complete and does not describe state or local tax consequences.

      Non-Qualified Stock Options. In general, (i) no income will be recognized by an option holder at the time a non-qualified stock option is granted; (ii) at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the option holder in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted; and (iii) at the time of sale of shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as a capital gain (or capital loss).

      Incentive Stock Options. No income generally will be recognized by an option holder upon the grant or exercise of an incentive stock option. The exercise of an incentive stock option, however, may result in alternative minimum tax liability. If shares of common stock are issued to the option holder pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of those shares is made by the option holder within two years after the date of grant or within one year after the transfer of those shares to the option holder, then upon sale of those shares, any amount realized in excess of the option price will be taxed to the option holder as a capital gain and any loss sustained will be a capital loss. If shares of common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the option holder generally will recognize ordinary income in the year of disposition in an amount equal to the excess, if any, of the fair market value of those shares at the time of exercise, or, if less, the amount realized on the disposition of those shares in a sale or exchange, over the option price paid for those shares.

      Appreciation Rights. No income will be recognized by a participant in connection with the grant of an appreciation right. When the appreciation right is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any nonrestricted shares of common stock received upon exercise.

      Restricted Shares. The recipient of restricted shares generally will be subject to tax at ordinary income rates on the fair market value of the restricted shares, reduced by any amount paid by the participant for those restricted shares, at such time as the shares are no longer subject to forfeiture or restrictions on grant for purposes of Section 83 of the Internal Revenue Code. However, a recipient who so elects under Section 83(b) of the Internal Revenue Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of grant of the shares equal to the excess of the fair market value of those shares, determined without regard to the forfeiture restrictions and restrictions on transfer, over the purchase price, if any, of those restricted shares. If a Section 83(b) election has not been made, any dividends received with respect to restricted shares that are subject to the forfeiture restrictions

and restrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the participant.

      Deferred Shares. No income generally will be recognized upon the award of deferred shares. The recipient of a deferred share award generally will be subject to tax at ordinary income rates on the fair market value of nonrestricted shares of common stock on the date that those shares are transferred to the participant under the award, reduced by any amount paid by the participant for the deferred shares.

      Performance Shares and Performance Units. No income generally will be recognized upon the grant of performance shares or performance units. Upon payment in respect of the earn-out of performance shares or performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any nonrestricted shares of common stock received.

      Share Equivalent Units. No income generally will be recognized upon the grant of share equivalent units. Upon distribution of the value of those units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any nonrestricted common shares received.

      Annual Incentive Awards. A participant will generally be taxed as receiving ordinary income in the year of receipt of cash paid to the recipient based on an annual incentive award.

      Tax Consequences to ChoicePoint or its Subsidiaries. To the extent that a participant recognizes ordinary income in the circumstances described above, we or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and is not disallowed by the $1,000,000 limitation on certain executive compensation under Section 162(m) of the Internal Revenue Code.

      THE CHOICEPOINT BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE CHOICEPOINT INC. 2006 OMNIBUS INCENTIVE PLAN.

REPORT OF AUDIT COMMITTEE

      The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements to be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2005 with management. In addition, the Audit Committee reviewed and discussed with management the assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005.

      In connection with their audit of the Company’s financial statements for the year ended December 31, 2005, the Company’s independent registered public accountants, Deloitte & Touche LLP (“Deloitte”), were responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles. In addition, Deloitte was responsible for expressing an opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005.

      The Audit Committee discussed with Deloitte the matters required by Statement of Accounting Standards No. 61, as amended. In addition, the Audit Committee received from and discussed with Deloitte the written disclosures and letter from Deloitte required by the Independence Standards Board Standard No. 1 regarding their independence.

      The members of the Audit Committee are independent as required by the listing standards of the New York Stock Exchange and the independence requirements promulgated by the SEC.

      The Company’s Board of Directors has approved a written charter for the Audit Committee. The charter is reviewed annually and was most recently reviewed and approved on February 24, 2006.

      The Audit Committee discussed with the Company’s internal auditors and independent registered public accountants the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and independent registered public accountants to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

      In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2005 for filing with the SEC. The Audit Committee and the Board have also approved, subject to shareholder ratification, the selection of Deloitte as the Company’s independent registered public accountants for the year ending December 31, 2006.

      The Audit Committee has approved a policy prohibiting the Company from hiring into a senior financial reporting role any current or former employee of the independent registered public accountants who was a member of the audit engagement team within the past year.

THE FOREGOING REPORT SHOULD NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE ACTS, EXCEPT TO THE EXTENT THAT CHOICEPOINT SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

PROPOSAL NO. 4 — RATIFICATION OF APPOINTMENT OF

CHOICEPOINT INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

General

      The ChoicePoint Board of Directors has selected Deloitte & Touche LLP as ChoicePoint’s independent registered public accountants for the fiscal year ending December 31, 2006 and recommends that the shareholders vote for the ratification of such appointment. Notwithstanding the selection, the Board of Directors, in its discretion, may direct the appointment of new independent registered public accountants at any time during the year if the Board of Directors determines that such a change would be in the best interests of ChoicePoint and its shareholders. A representative of Deloitte & Touche LLP will be present at the Annual Meeting, will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

      THE CHOICEPOINT BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS CHOICEPOINT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.

AUDIT FEES AND OTHER FEES

      During fiscal years 2004 and 2005, ChoicePoint retained Deloitte & Touche LLP to provide services in the following categories and amounts:

      Pursuant to its charter, the Audit Committee must pre-approve all audit and non-audit services to be performed by the independent registered public accountants. Commencing in 2002, as a matter of corporate policy, the Company’s independent registered public accountants will not perform any services other than audit and audit-related services.

OTHER MATTERS

ChoicePoint Shareholder Proposals

      Any shareholder proposal, including nominations for candidates for election as directors, intended for inclusion in the proxy statement for ChoicePoint’s 2007 Annual Meeting of Shareholders must be received by ChoicePoint at its principal executive offices on or before November 27, 2006. In accordance with ChoicePoint’s bylaws, any shareholder proposal submitted for consideration at next year’s annual meeting and any shareholder director nomination (even if not submitted for inclusion in the proxy statement) must

be received by ChoicePoint at its principal executive offices on or before November 27, 2006 and must comply with the written notice requirements specified in ChoicePoint’s bylaws or such proposal or nomination will be considered out of order and will not be acted upon at ChoicePoint’s 2007 Annual Meeting of Shareholders.

Certain Relationships and Related Transactions

      During 2005, Mr. Langone, a director of ChoicePoint, served as a director of The Home Depot, Inc. In 2005, the Company performed services for The Home Depot, Inc. through the Business Services segment totaling approximately $21.5 million ($20.3 million net of pass-through expenses). These services were the result of arm’s-length negotiations in the ordinary course of business.

      Until April 2005, Mr. Langone served as a director of General Electric Company. During 2005, the Company performed business outsourcing, software solutions, marketing services, public records and background screening services for General Electric Company and its subsidiaries through the Marketing Services, Insurance Services and Business Services segments totaling approximately $12.5 million. These services were the result of arm’s-length negotiations in the ordinary course of business.

      Mr. Thomas M. Coughlin, a former director of ChoicePoint, served as Vice Chairman of Wal-Mart Stores, Inc. until his retirement in January 2005 and as a director of Wal-Mart until March 2005. In 2005, the Company performed services for Wal-Mart through the Business Services segment totaling approximately $2.8 million. These services were the result of arm’s-length negotiations in the ordinary course of business. Mr. Coughlin resigned from the ChoicePoint Board of Directors in October 2005.

ChoicePoint Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Exchange Act and the regulations of the SEC require ChoicePoint’s executive officers, directors and persons who beneficially own more than 10% of the ChoicePoint common stock to file initial reports of ownership and changes in ownership of the ChoicePoint common stock with the SEC and the NYSE. Executive officers, directors and ChoicePoint 10% shareholders are required by the regulations of the SEC to furnish ChoicePoint with copies of all reports that they file pursuant to Section 16(a). In addition, Item 405 of Regulation S-K requires ChoicePoint to identify in its Proxy Statement each reporting person that failed to file on a timely basis reports required by Section 16(a) during the most recent fiscal year or prior fiscal years. To ChoicePoint’s knowledge, based upon a review of the copies of such forms furnished to ChoicePoint and written representations from ChoicePoint’s executive officers and directors, all filing requirements applicable to ChoicePoint’s executive officers, directors and persons who beneficially own more than 10% of the ChoicePoint common stock complied with the applicable reporting requirements for 2005, except for Jeffrey J. Glazer, whose initial statement of beneficial ownership of securities was inadvertently filed late.

Annual Report to Shareholders/ Annual Report on Form 10-K

      The Annual Report to Shareholders of ChoicePoint Inc. for the year ended December 31, 2005, including audited financial statements, accompanies this proxy statement. The Annual Report does not form any part of the material for the solicitation of proxies. Additionally, ChoicePoint files an Annual Report on Form 10-K with the SEC. A COPY OF CHOICEPOINT’S MOST RECENT FORM 10-K WILL BE FURNISHED WITHOUT CHARGE TO ANY SHAREHOLDER WHO MAKES WRITTEN REQUEST TO THE OFFICE OF THE CORPORATE SECRETARY, CHOICEPOINT INC., 1000 ALDERMAN DRIVE, ALPHARETTA, GEORGIA 30005.

Other Matters at the Annual Meeting

      ChoicePoint is unaware of any matter to be presented at the ChoicePoint annual meeting other than as described in this proxy statement. If other matters are properly presented at the Annual Meeting, the persons named in the enclosed form of proxy will have authority to vote all properly executed proxies in

accordance with their judgment on any such matter, including, without limitation, any proposal to adjourn or postpone the Annual Meeting.

Expenses of Solicitation

      ChoicePoint has retained Morrow & Co., Inc. to aid in the solicitation of proxies. ChoicePoint estimates the cost of these services to be approximately $7,000, plus out-of-pocket expenses. The cost of soliciting proxies will be borne by ChoicePoint. Proxies may be solicited by personal interview, mail or telephone. In addition, ChoicePoint may reimburse brokerage firms and other persons representing beneficial owners of shares of ChoicePoint common stock for their expenses in forwarding solicitation materials to beneficial owners. Proxies may also be solicited by ChoicePoint’s executive officers, directors and regular employees, without additional compensation, personally or by telephone or facsimile transmission.

Alpharetta, Georgia

March 27, 2006

APPENDIX A

CHOICEPOINT INC.

2006 Omnibus Incentive Plan

      1. Purpose. The purpose of the 2006 Omnibus Incentive Plan (the “Plan”) is to attract and retain directors, officers and key employees for ChoicePoint Inc. (the “Corporation”) and its Subsidiaries and to provide to such persons incentives and rewards for superior performance. The Plan contains provisions for both annual incentives, which will generally be paid in cash, and long-term incentives, which may be represented by equity interests in the Corporation and/or cash.

      2. Definitions. As used in this Plan,

      “Annual Meeting” means the annual meeting of shareholders of the Corporation.

      “Annual Incentive Award” means the cash award described in Sections 16 through 19 of this Plan.

      “Appreciation Right” means a right granted pursuant to Section 5 of this Plan, including a Free-standing Appreciation Right or a Tandem Appreciation Right.

      “Base Compensation” means the aggregate payments made on a biweekly basis during the Plan Year at the base rate of pay applicable to a Participant for the payroll period in question, but not including bonuses, commissions or other similar amounts, nor any benefit plan contributions, nor any such compensation received during, or as a consequence of, an approved leave of absence. Base Compensation shall include any such base rate compensation the receipt of which may have been deferred by the Participant’s election. Base Compensation shall only include said amounts paid (or deferred) during the portion of a Plan Year in which a person is a Participant.

      “Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-standing Appreciation Right.

      “Board” means the Board of Directors of the Corporation.

      “Business Criteria” means the criteria established pursuant to this Plan for Participants who have received grants pursuant to this Plan, with respect to grants which are paid either in Common Shares or in cash, where those grants are conditioned by their terms upon satisfaction of Performance Goals in relation to said criteria. Business Criteria may be described in terms of Corporation-wide objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary, business unit, division, department, region or function within the Corporation or Subsidiary in which the Participant is employed. The Performance Goals relating to the Business Criteria may be made relative to the performance of other corporations. The Performance Goals applicable to an award to a Restricted Employee shall be based on specified levels of achievement, growth or improvement with respect to one or more of the following Business Criteria:

      If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Corporation, or the manner in which it conducts its business, or other events or circumstances render the Business Criteria unsuitable, the Committee may in its discretion modify such Business Criteria, in whole or in part, as the Committee deems appropriate and equitable, except in the case of a Restricted Employee where such action would be the only factor which would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee shall not make any modification of the Business Criteria as to the Restricted Employee.

      “Change in Control” shall have the meaning provided in Section 14 of this Plan.

      “Code” means the Internal Revenue Code of 1986, as amended from time to time.

      “Committee” means the committee (or a subcommittee) described in Section 24 of this Plan.

      “Common Shares” means shares of common stock, $.10 par value per share, of the Corporation or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 13 of this Plan.

      “Date of Grant” means the date specified by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units or Share Equivalent Units or a grant or sale of Restricted Shares or Deferred Shares shall become effective.

      “Deferral Period” means the period of time during which Deferred Shares are subject to deferral limitations under Section 7 of this Plan.

      “Deferred Shares” means an award made pursuant to Section 7 of this Plan of the right to receive Common Shares at the end of a specified Deferral Period.

      “Designated Subsidiary” means a Subsidiary that is (i) not a corporation or (ii) a corporation in which at the time the Corporation owns or controls, directly or indirectly, less than 80 percent of the total combined voting power represented by all classes of stock issued by such corporation, as referenced in Section 21 below.

      “Exchange Act” means 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.

      “Family Member” means a Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, siblings (including half-brothers and sisters), nieces, nephews and in-laws.

      “Free-standing Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is not granted in tandem with an Option Right or similar right.

      “Incentive Stock Options” means Option Rights that are intended to qualify as “incentive stock options” under Section 422 of the Code or any successor provision.

      “Market Value per Share” means, as of any particular date, the closing price of the Common Shares on a national stock exchange on said date, or if said date is not a business date, the immediately preceding business date.

      “Non-Employee Officer or Director” means an officer or director of the Corporation who is not an employee of the Corporation or any Subsidiary.

      “Optionee” means the optionee named in an agreement evidencing an outstanding Option Right.

      “Option Price” means the purchase price payable on exercise of an Option Right.

      “Option Right” means the right to purchase Common Shares upon exercise of an option granted pursuant to Section 4 or Section 10 of this Plan.

      “Participant” means a person who is selected by the Committee to receive benefits under this Plan and who is at the time an officer, or other key employee of the Corporation or any one or more of its Subsidiaries, or who has agreed to commence serving in any of such capacities within 90 days of the Date of Grant, and shall also include each Non-Employee Officer or Director who receives an award pursuant to Section 10 of this Plan, or any other person, whether or not an employee, Director or officer, who renders significant services as a consultant or otherwise, in the discretion of the Committee. This definition may only be expanded with the approval of the shareholders of the Corporation.

      “Performance Goal” means the level of achievement, growth or improvement with respect to one or more Business Criteria, or with respect to an award or grant to an individual who is not subject to the restrictions of this Plan applicable to Restricted Employees, any other management objectives designated by the Committee, which must be met to earn a stated award or grant hereunder within a stated Performance Period. Any such determination made by the Committee shall include a minimum acceptable level of achievement, below which no award will be paid, and a maximum level above a Performance Goal which may result in incremental additional payment, and a formula for determining the amount of payment if performance falls between said minimums and maximums. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Corporation, or the manner in which it conducts its business, or other events or circumstances render a Performance Goal unsuitable, the Committee may in its discretion modify such Performance Goal or the related minimum acceptable level of achievement, or maximum level for which incremental benefits will be paid, in whole or in part, as the Committee deems appropriate and equitable, except in the case of a Restricted Employee where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee shall not make any modification of the Performance Goals as to the Restricted Employee. The satisfaction of a Performance Goal applicable to any award to a Restricted Employee must be certified by the Committee in each case.

      “Performance Period” means, with respect to Performance Goals, the period of time within which the relevant performance is to be measured, which shall not be less than one year, except in the event of certain occurrences, including but not limited to retirement or Change in Control, provided elsewhere in the Plan.

      “Performance Share” means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

      “Performance Unit” means a bookkeeping entry that records a unit equivalent to $100.00 awarded pursuant to Section 8 of this Plan.

      “Plan Year” means the Corporation’s fiscal year.

      “Restricted Employee” means a Participant who is, or is determined by the Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision). The Committee may, however, specifically provide at the time of granting an award or grant under this Plan that such a person is not to be considered a Restricted Employee for these purposes.

      “Restricted Shares” means Common Shares granted or sold pursuant to Section 6 or Section 10 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 6 or Section 10 has expired.

      “Retirement” means termination of employment after the attainment of a minimum age of 50 and completion of that number of years service with the Corporation or a Subsidiary which, when added to the Participant’s age at said time, equals at least 75; unless the Committee provides differently in a specific grant or award. With respect to Non-Employee Officers and Directors, “Retirement” shall mean cessation of service after the sixth anniversary of commencement of service in said capacity.

      “Rule 16b-3” means Rule 16b-3 of the Securities and Exchange Commission (or any successor rule to the same effect) as in effect from time to time.

      “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

      “Share Equivalent Unit” means a bookkeeping unit, described in Section 9 or Section 10 of this Plan the value of which at the time of grant is equal to the Market Value per Share of a Common Share.

      “Spread” means the excess of the Market Value per Share of the Common Shares (i) on the date when an Appreciation Right is exercised, over the Market Value per Share as of the date the Appreciation Right is granted, or (ii) on the date when Option Rights are surrendered in payment of the Option Price of other Option Rights, over the Option Price provided for in the related Option Right.

      “Subsidiary” means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Corporation except that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which at the time the Corporation owns or controls, directly or indirectly, more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation.

      “Tandem Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted in tandem with an Option Right or any similar right granted under any other plan of the Corporation.

      “Voting Shares” means at any time, the then-outstanding securities entitled to vote generally in the election of directors of the Corporation.

      3. Shares Available Under the Plan.

PROVISIONS RELATING TO LONG-TERM INCENTIVES (SECTIONS 4-15)

      4. Option Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of options to purchase Common Shares. Each such grant may utilize any or all of the authorizations, and shall be subject to all of the requirements, contained in the following provisions:

      5. Appreciation Rights. The Committee may also authorize grants to Participants of Appreciation Rights. An Appreciation Right shall be a right of the Participant to receive from the Corporation an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right. Any grant of Appreciation Rights under this Plan shall be upon such terms and conditions as the Committee may determine in accordance with the following provisions:

      6. Restricted Shares. The Committee may also authorize the grant or sale to Participants of Restricted Shares. Each such grant or sale may utilize any or all of the authorizations contained in subparagraphs (b), (e) and (f), and shall be subject to all of the requirements contained in subparagraphs (a), (c), (d) and (g) below:

      7. Deferred Shares. The Committee may also authorize the grant or sale of Deferred Shares to Participants. Each such grant or sale may utilize any or all of the authorizations contained in subparagraph (b), and shall be subject to all of the requirements contained in subparagraphs (a), (c), (d) and (e) below:

      8. Performance Shares or Performance Units. The Committee may also authorize the grant of Performance Shares or Performance Units that will become payable to a Participant upon achievement of specified Performance Goals. Each such grant may utilize any or all of the authorizations contained in subparagraphs (f), (g) and (i), and shall be subject to all of the requirements contained in subparagraphs (a), (b), (c), (d), (e) and (h) below:

      9. Share Equivalent Units. The Committee may also authorize the grant of Share Equivalent Units to a Participant hereunder, subject to the following terms and conditions:

      10. Awards to Non-Employee Officers or Directors. The Committee may also grant Restricted Shares, Option Rights and Share Equivalent Units to Non-Employee Officers or Directors.

      Each such grant shall be evidenced by an agreement executed on behalf of the Corporation by an officer and delivered to the grantee and shall contain such terms and provisions, consistent with the provisions of this Plan relevant to the type of grant or award made, as the Committee may approve.

      11. Other Awards. The Committee shall have the authority to specify the terms and provisions of other equity-based or equity-related awards not described above (“Other Awards”) which the Committee determines to be consistent with the purpose of the Plan and the interests of the Corporation, which awards may provide for the acquisition or future acquisition of Common Shares by Participants, and in the case of Participants to whom Section 22(b) applies, said awards shall be made only in Common Shares.

      12. Transferability.

      13. Adjustments. The Committee may make or provide for such adjustments in the numbers of Common Shares covered by outstanding Option Rights, Appreciation Rights, Deferred Shares, Performance Shares, Share Equivalent Units and Other Awards granted hereunder, in the prices per share applicable to such awards and in the kind of shares covered thereby, as the Committee, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any combination of shares, recapitalization or other change in the capital structure of the Corporation, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Similar adjustments shall be made automatically, on a purely mathematical basis, in the event of a stock dividend or stock split. Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for any or all outstanding awards under this Plan such alternative consideration as it, in good faith, may

determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced. The Committee may also make or provide for such adjustments in the numbers of shares specified in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 13. A similar adjustment shall be made automatically to the number of shares specified in Section 3 of this Plan in the event of a stock dividend or stock split.

      14. Change in Control. For purposes of this Plan, a “Change in Control” shall mean if at any time any of the following events shall have occurred:

      15. Other Provisions Applicable to Long-Term Incentives.

PROVISIONS RELATING TO ANNUAL INCENTIVE AWARDS (SECTIONS 16-19)

      16. Participants. The Restricted Employees of the Company and/or its Subsidiaries may also participate in the Company’s annual incentive compensation plan as the same exists from time to time (the “Annual Incentive Award” program). To the extent that they so participate, the Restricted Employees shall be subject to the provisions of these Sections 16 through 19. Any Restricted Employee whose active employment commences after the first day of a Plan Year will be eligible to earn an Annual Incentive Award which is based on Base Compensation earned during active employment in said Plan Year.

      17. Calculation of Annual Incentive Award.

      18. Payment of Annual Incentive Award. The Annual Incentive Award shall be paid to all Restricted Employees no later than 75 days after the close of the Plan Year, in cash, unless the Restricted Employee has made a valid election to defer said award pursuant to the terms of any applicable deferred compensation plan maintained by the Corporation. Payment shall be made from the Corporation’s general assets; no trust fund shall be established for purposes of funding said payments. The Annual Incentive Award may not be assigned, transferred, mortgaged or hypothecated prior to actual receipt, except for any assignment to secure a debt to the Corporation itself, and any such attempt will be null and void.

      19. Termination of Employment Prior to Year End; Change of Control.

GENERAL PROVISIONS

      20. Withholding Taxes. To the extent that the Corporation is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Corporation for such withholding are insufficient, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Corporation for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. The Corporation and a Participant or such other person may also make similar arrangements with respect to the payment of any taxes with respect to which withholding is not required.

      21. Participation by Employees and Other Providers of Services to Designated Subsidiaries. As a condition to the effectiveness of any grant or award to be made hereunder to a Participant who is an employee of, or other provider of services to, a Designated Subsidiary, whether or not such Participant is also employed by or provides services to the Corporation or another Subsidiary, the Committee may require such Designated Subsidiary to agree to transfer to such person (when, as and if provided for under

this Plan and any applicable agreement entered into with any such person pursuant to this Plan) the Common Shares that would otherwise be delivered by the Corporation, upon receipt by such Designated Subsidiary of any consideration then otherwise payable by such Participant to the Corporation. Any such award shall be evidenced by an agreement between the Participant and the Designated Subsidiary, in lieu of the Corporation, on terms consistent with this Plan and approved by the Committee and such Designated Subsidiary. All such Common Shares so delivered by or to a Designated Subsidiary shall be treated as if they had been delivered by or to the Corporation for purposes of Section 3 of this Plan, and all references to the Corporation in this Plan shall be deemed to refer to such Designated Subsidiary, except for purposes of the definition of “Board” and except in other cases where the context otherwise requires.

      22. Foreign Employees and Providers of Services; Specific Provisions for United Kingdom.

      23. Election to Defer Awards. The Committee also may permit Participants to elect to defer (a) the issuance of Common Shares, other than upon exercise of Options or of Stock Appreciation Rights, or (b) the settlement of awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for the purposes of this Plan. The Committee also may provide that deferred settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts.

      24. Administration of the Plan.

      25. Amendments, Etc.

      26. Compliance with Section 409A of the Code.

      27. Termination. No grant shall be made under this Plan more than 10 years after the date on which this Plan is first approved by the shareholders of the Corporation, but all grants made on or prior to such date shall continue in effect thereafter subject to the terms thereof and of this Plan.

      In Witness Whereof, the Company has caused this Plan to be executed effective April 25, 2006.

(CONTINUED ON OTHER SIDE)