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                                                                    EXHIBIT 10.6

                             AMENDED AND RESTATED
                           FIRST USA PAYMENTECH, INC.
                                      1996
                             RESTRICTED STOCK PLAN
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     WHEREAS, the First USA Paymentech, Inc. 1996 Restricted Stock Plan was
adopted by the Board of Directors of First USA Paymentech, Inc., a Delaware
corporation (the "Company") as of February 7, 1996 and approved by the sole
stockholder as of February 7, 1996 and later approved by a majority of the
public stockholders, and

     WHEREAS, the Company believes the Plan should be amended due to the merger
of First USA, Inc. and Banc One Corporation, and

     WHEREAS, this Amended and Restated First USA Paymentech, Inc. 1996
Restricted Stock Plan (the "Plan") incorporates modifications to the Plan to
eliminate (i) the participation of officers other than the Company's officers,
and (ii) an acceleration of vesting upon a change in control of First USA, Inc.

     THEREFORE, the Company agrees as follows:

     1.   Purpose.  The First USA Paymentech, Inc. 1996 Restricted Stock Plan
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(the "Plan") is intended to provide an incentive to officers and key employees
of the Company and its respective direct and indirect subsidiaries, who are
important to the success of the Company, as determined by the Committee, to
remain in the employ of the Company, to reinforce corporate, organizational and
business-development goals, to promote the achievement of long-range financial
and other business objectives, and to increase their efforts for the success of
the Company by offering them an opportunity to increase their proprietary
interest in the Company, through the award of restricted stock ("Restricted
Stock").  Consistent with these objectives, the Plan authorizes the awarding of
Restricted Stock.

     2.   Definitions.
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          (a) "Board" shall mean the Board of Directors of the Company.

          (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c) "Committee" shall mean the Committee of the Board as described in
     Section 3 hereof.

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          (d) "Common Stock" shall mean shares of common stock, par value $.01
     per share, of the Company.

          (e) "Company" shall mean First USA Paymentech, Inc., a Delaware
     corporation.

          (f) "Consolidated Net Earnings" shall mean consolidated net earnings
     of the Company and its subsidiaries for each fiscal year in a Performance
     Period determined in accordance with generally accepted accounting
     principles and reported in the Company's audited financial statements for
     such fiscal year.

          (g) "Covered Employee" shall have the meaning set forth in section
     162(m)(3) of the Code.

          (h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     from time to time amended.

          (i) "Executive Officer" shall mean an officer of the Company who is an
     "executive officer" of the Company within the meaning of Rule 3b-7
     promulgated under the Exchange Act.

          (j) "Grantee" shall mean the individual who has been awarded
     Restricted Stock under the Plan.

          (k) "Operating Earnings Per Share" shall mean Consolidated Net
     Earnings divided by the number of shares of Common Stock outstanding at the
     end of the Performance Period.

          (l) "Performance Goal" shall mean the criteria and objectives,
     determined by the Committee, which must be met during the applicable
     Performance Period as a condition of the Grantee's receipt of payment with
     respect to an award of Restricted Stock.  Performance Goals may include any
     or all of the following:  (i) attainment of an amount of cumulative
     Consolidated Net Earnings during a Performance Period; (ii) attainment of a
     percentage of Return on Equity for a Performance Period; (iii) attainment
     of amounts or percentage increase of Operating Earnings Per Share of the
     Company; (iv) increases in the market price of Common Stock or levels of
     total return to shareholders during the Performance Period; (v) attainment
     of goals established based on the financial performance of individual
     subsidiaries or business segments of the Company relating to increases in
     total revenues, operating expenses or pretax operating earnings.  With
     respect to Grantees who are not Executive Officers, Performance Goals shall
     also include such personal performance goals as the Committee shall, from
     time to time, establish.

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          (m) "Performance Period" shall mean a period of five consecutive years
     or such other period (which in no case may be less than one year) as may be
     determined by the Committee.

          (n) "Plan" shall mean the First USA Paymentech, Inc. 1996 Restricted
     Stock Plan.

          (o) "Restricted Stock" shall mean restricted stock awarded pursuant to
     the terms of the Plan.

          (p) "Restricted Stock Agreement" shall mean the written agreement
     between the Company and the Grantee evidencing an award of Restricted Stock
     under the Plan.

          (q) "Return on Equity" shall mean, for each fiscal year, the quotient
     obtained by dividing (i) Consolidated Net Earnings for a fiscal year by
     (ii) the average of common shareholders' equity of the Company as of the
     beginning and the end of such fiscal year.

          (r) "Rule 16b-3" shall mean Rule 16b-3 promulgated under Section 16 of
     the Exchange Act.

     3.   Administration of the Plan.
          -------------------------- 

          (a) Members of the Committee.  Except as provided in Section 3(c)
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     below, the Plan shall be administered by the Committee appointed by the
     Board.  The Committee shall consist solely of members of the Board and
     shall have at least two members, each of whom shall be a "disinterested
     person" within the meaning of Rule 16b-3 and an "outside director" within
     the meaning of section 162(m) of the Code.  Members of the Committee shall
     serve at the discretion of the Board.

          (b) Authority of the Committee.  The Committee shall determine which
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     officers and key employees of the Company or its direct and indirect
     subsidiaries shall receive awards of Restricted Stock and the terms and
     conditions thereof.  The Committee shall adopt such rules as it may deem
     appropriate in order to carry out the purpose of the Plan.  All questions
     of interpretation, administration and application of the Plan shall be
     determined by a majority of the members of the Committee then in office,
     except that the Committee may authorize any one or more of its members, or
     any officer of the Company, to execute and deliver documents on behalf of
     the Committee.  The determination of such majority shall be final and
     binding in all matters relating to the Plan.  No member of the Committee
     shall be liable for any act done or omitted to be done by such member or by
     any other member of the Committee in connection with the 

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     Plan, except for such member's own willful misconduct or as expressly
     provided by statute.

          (c) Delegated Authority.  The Board may, at its discretion, authorize
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     the Chief Executive Officer or President of the Company to award Restricted
     Stock to employees of the Company pursuant to the Plan, with such
     restrictions on such authority as the Board deems appropriate in its
     discretion.  The Board may, at anytime, terminate such authority, provided,
     however, that any Restricted Stock awarded prior to such termination shall
     remain in effect in accordance with the terms of the respective Restricted
     Stock agreement and the Plan.

     4.   Eligibility.  Restricted Stock may be awarded to selected officers and
          -----------                                                           
key employees of the Company and its direct and indirect subsidiaries.  In
determining the persons to whom Restricted Stock shall be awarded, the Committee
shall take into account such factors as the Committee shall deem relevant in
connection with accomplishing the purposes of the Plan.

     5.   Stock Reserved for the Plan.  The shares subject to the Plan shall
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consist of 500,000 shares of Common Stock, subject to adjustment pursuant to
Section 6(f) hereof, which may be either authorized but unissued shares or
previously issued shares reacquired and held by the Company.  If any outstanding
Restricted Stock under the Plan for any reason expires or is canceled or
otherwise terminated without having vested in full, the shares of Common Stock
allocable to the unvested portion of such Restricted Stock shall (unless the
Plan shall have been terminated) become available for subsequent awards of
Restricted Stock under the Plan.

     6.   Terms and Conditions of Restricted Stock.  Each award of Restricted
          ----------------------------------------                           
Stock pursuant to the Plan shall be evidenced by a Restricted Stock Agreement,
and shall comply with and be subject to the following terms and conditions:

          (a) Issuance and Restrictions.  The Committee shall determine the
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     number of shares of Restricted Stock to be awarded pursuant to the
     Restricted Stock Agreement.  Restricted Stock shall be subject to such
     restrictions on transferability and other restrictions, if any, as the
     Committee may impose at the date of grant or thereafter, which restrictions
     may lapse separately or in combination at such times, under such
     circumstances, in such installments, or otherwise, as the Committee may
     determine.  Such conditions may lapse in whole or in part based upon
     achievement of such Performance Goals for the Performance Period as have
     been set by the Committee.

          (b) Restrictions.  Prior to vesting, shares of Restricted Stock may
              ------------                                                   
     not be sold, assigned, transferred, pledged, hypothecated or otherwise
     disposed of, except by will or the laws of descent and distribution, or, if
     then permitted under Rule 16b-3, pursuant to a qualified domestic relations
     order as defined in Title I of the Employee Retirement Income Security Act
     of 1974, as amended.  Certificates 

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     for shares of Common Stock issued pursuant to awards of Restricted Stock
     shall bear an appropriate legend referring to such restrictions, and any
     attempt to dispose of any such shares of Common Stock in contravention of
     such restrictions shall be null and void and without effect. Prior to
     vesting, such certificates shall be held either in escrow by an escrow
     agent appointed by the Committee, or by the Grantee, as determined in the
     sole discretion of the Committee.

          (c) Forfeiture.  Subject to such exceptions as may be determined by
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     the Committee, if the Grantee's continuous employment with the Company or
     its direct and indirect subsidiaries shall terminate for any reason (other
     than by reason of death or disability) prior to vesting of the Restricted
     Stock, or to the extent any Performance Goals for the Performance Period
     are not met, any shares remaining subject to restrictions shall thereupon
     be forfeited by the Grantee and transferred to, and reacquired by, the
     Company at no cost to the Company; provided, however, that, with respect to
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     Grantees who are not Executive Officers, (i) the Committee may provide, by
     rule or regulation or in any Restricted Stock Agreement, or may determine
     in any individual case, that restrictions or forfeiture conditions relating
     to Restricted Stock will be waived in whole or in part in the event of
     terminations resulting from specified causes, and (ii) the Committee may in
     other cases waive in whole or in part the forfeiture of Restricted Stock.
     Nothing in the Plan or in any Restricted Stock Agreement shall confer upon
     an individual any right to continue in the employ of the Company or
     interfere in any way with the right of the Company to terminate such
     employment.

          (d) Withholding.  The Company may defer making payment or delivery of
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     any benefits under the Plan until satisfactory arrangements have been made
     for the payment of any tax attributable to any amounts payable with respect
     to Restricted Stock awarded under the Plan.  The Company is authorized to
     take any action as the Committee may deem advisable to enable the Company
     and Grantee to satisfy obligations for the payment of withholding taxes and
     other tax obligations relating to any award under the Plan.  This authority
     shall include authority to withhold or receive stock or other property and
     to make cash payments in respect thereof in satisfaction of the Grantee's
     tax obligations.

          (e) Death, Disability or Retirement of Grantee.  If a Grantee shall
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     die while employed by the Company or its direct and indirect subsidiaries,
     or if the Grantee's employment shall terminate by reason of disability, all
     Restricted Stock theretofore awarded to such Grantee shall vest as of the
     date of death or disability of the Grantee.  If a Grantee terminates
     employment with the Company by reason of Retirement (as defined below)
     prior to vesting of the Restricted Stock, then the Committee, in its sole
     discretion, may determine whether or not the Grantee remains eligible to
     retain the Restricted Stock, provided, however, that the Restricted Stock
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     shall remain subject to the applicable Performance Goals and the other
     terms and conditions herein if the Grantee is allowed to retain the
     Restricted 

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     Stock. "Retirement" shall mean such circumstances determined as retirement
     in the sole discretion of the Committee.

          (f)  Effect of Certain Changes.
               ------------------------- 

               (i)  If there is any change in the number or class of shares of
          Common Stock through the declaration of stock or cash dividends, or
          recapitalization resulting in stock splits, or combinations or
          exchanges of such shares, the number or class of shares of Common
          Stock available for awards of Restricted Stock and the number or class
          of shares of such outstanding Restricted Stock may be proportionately
          adjusted by the Committee in its sole discretion to reflect any such
          change in the number or class of issued shares of Common Stock;
          provided, however, that any fractional shares resulting from any such
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          adjustment shall be eliminated.  In the event of any other
          extraordinary corporate transaction, including but not limited to
          distributions of cash or other property to the Company's shareholders,
          the Committee may equitably adjust outstanding Restricted Stock as it
          deems appropriate in its sole discretion.

               (ii) If while unvested Restricted Stock remains outstanding under
          the Plan--

                    (A) any Person (as defined in this clause A) is or becomes
               the beneficial owner (as defined in Rule 13d-3 of the Exchange
               Act), directly or indirectly, of securities of the Company (not
               including in the securities beneficially owned by such Person any
               securities acquired directly from the Company or any of its
               affiliates) representing 25% or more of the combined voting power
               of the Company's then respective outstanding voting securities.
               For purposes of the Plan, "Person" shall mean any person (as
               defined in Section 3(a)(9) of the Exchange Act, as such term is
               modified in Sections 13(d) and 14(d) of the Exchange Act) other
               than (1) any employee plan established by the Company, (2) the
               Company or any of its affiliates (as defined in Rule 12b-2
               promulgated under the Exchange Act), (3) an underwriter
               temporarily holding securities pursuant to an offering of such
               securities, and (4) a corporation owned, directly or indirectly,
               by stockholders of the Company in substantially the same
               proportions as their ownership of the Company; or

                    (B) during any period of up to two consecutive years (not
               including any period prior to date hereof), individuals who at
               the beginning of such period and any new director (other than a
               director whose initial assumption of office is in connection with
               an actual or threatened election contest relating to the election
               of 

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               directors of the Company) whose appointment or election by the
               respective Board of Directors or nomination for election by the
               Company's stockholders was approved by a vote of at least two-
               thirds (2/3) of the directors then still in office who either
               were directors at the beginning of such period or whose
               appointment, election or nomination for election was previously
               so approved, cease for any reason to constitute a majority
               thereof; or

                    (C) there is consummated a merger or consolidation of the
               Company with any other corporation or the stockholders of the
               Company approve the issuance of voting securities of the Company
               in connection with a merger or consolidation of the Company (or
               any direct or indirect subsidiary of the Company) pursuant to
               applicable stock exchange requirements, other than (i) a merger
               or consolidation which would result in the voting securities of
               the Company outstanding immediately prior to such merger or
               consolidation continuing to represent (either by remaining
               outstanding or by being converted into voting securities of the
               surviving entity or any parent thereof), in combination with the
               ownership of any trustee or other fiduciary holding securities
               under an employee benefit plan of the Company, at least 75% of
               the combined voting power of the voting securities of the Company
               or such surviving entity or any parent thereof outstanding
               immediately after such merger or consolidation, or (ii) a merger
               or consolidation effected to implement a recapitalization of the
               Company (or similar transaction) in which no Person is or becomes
               the beneficial owner, directly or indirectly, of securities of
               the Company (not including in the securities beneficially owned
               by such Person, any securities acquired directly from the Company
               or its subsidiaries other than in connection with the acquisition
               by the Company or its subsidiaries of a business) representing
               25% or more of either the then outstanding shares of common stock
               of the Company or the combined voting power of the Company's then
               outstanding securities; or

                    (D) the stockholders of the Company approve a plan of
               complete liquidation or dissolution of the Company or there is
               consummated an agreement for the sale or disposition by the
               Company of all or substantially all of the Company's assets,
               other than a sale or disposition by the Company of all or
               substantially all of the Company's assets to an entity, at least
               75% of the combined voting power of which are owned by Persons in
               substantially the same proportions as their ownership of the
               Company immediately prior to such sale;

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          then from and after the date on which the acquisition of such
          percentage shall have been made or the date on which the change in the
          composition of the Board of Directors set forth above shall have
          occurred or the date of such consummation or approval, whichever is
          applicable, all then outstanding Restricted Stock shall vest in full
          and all restrictions imposed on such Restricted Stock pursuant to this
          Plan shall lapse.

               (iii)  In the event of a change in the Common Stock of the
          Company as presently constituted, which is limited to a change of all
          of its authorized shares with par value into the same number of shares
          with a different par value or without par value, the shares resulting
          from any such change shall be deemed to be the Common Stock within the
          meaning of the Plan.

               (iv)   To the extent that the foregoing adjustments relate to
          stock or securities of the Company, such adjustments shall be made by
          the Committee, whose determination in that respect shall be final,
          binding and conclusive.

               (v)    Except as expressly provided in the Plan, the Grantee
          shall have no rights by reason of any subdivision or consolidation of
          shares of stock of any class or the payment of any stock dividend or
          any other increase or decrease in the number of shares of stock of any
          class or by reason of any dissolution, liquidation, merger, or
          consolidation or spin-off of assets or stock of another corporation;
          and any issuance by the Company of shares of stock of any class, or
          securities convertible into shares of stock of any class, shall not
          affect, and no adjustment by reason thereof shall be made with respect
          to, the Restricted Stock. The award of Restricted Stock pursuant to
          the Plan shall not affect in any way the right or power of the Company
          to make adjustments, reclassifications, reorganizations or changes of
          its capital or business structures or to merge or to consolidate or to
          dissolve, liquidate or sell, or transfer all or part of its business
          or assets.

          (g)  Rights as a Stockholder.  Except to the extent restricted under
               -----------------------                                        
     the Restricted Stock Agreement, a Grantee shall have all of the rights of a
     stockholder including, without limitation, the right to vote Restricted
     Stock and the right to receive dividends thereon.

          (h)  Other Provisions.  The Restricted Stock Agreements authorized
               ----------------                                             
     under the Plan shall contain such other provisions not inconsistent with
     this Plan, including, without limitation, the imposition of restrictions
     upon the transferability of Restricted Stock and conditions on vesting of
     Restricted Stock, as the Committee shall deem advisable.

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          (i) Special Provisions Regarding Certain Awards.  Notwithstanding
              -------------------------------------------                  
     anything to the contrary contained in this Section 6, the vesting of
     Restricted Stock awarded pursuant to this Plan to an Executive Officer
     shall be based on the attainment of the Performance Goals during the
     Performance Period.  In no event shall the number of shares of Restricted
     Stock awarded to a Covered Employee for a Performance Period exceed
     150,000.  Unless otherwise determined by the Committee, in the case of
     Grantees who are Covered Employees as of the end of the Performance Period,
     shares of Restricted Stock shall be released from restrictions only after
     achievement of the applicable Performance Goals has been certified by the
     Committee.

     7.   Term of Plan.  Restricted Stock may be awarded pursuant to the Plan
          ------------                                                       
from time to time within a period of ten years from the date the Plan is adopted
by the Board, or the date the Plan is approved by the stockholders of the
Company, whichever is earlier.

     8.   Amendment and Termination of the Plan.  The Board or the Committee may
          -------------------------------------                                 
at any time and from time to time alter, amend, suspend, or terminate the Plan
in whole or in part; provided, however, that no amendment which requires
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stockholder approval under applicable law or in order for the exemptions
available under Rule 16b-3 to be applicable to the Plan and the Grantees or to
preserve under section 162(m) of the Code the deductibility by the Company of
compensation related hereto, shall be effective unless the same shall be
approved by the stockholders of the Company entitled to vote thereon on or
before the effective date of the amendment.  Such approval shall be obtained in
such manner as is required by the Company's Certificate of Incorporation, its
By-Laws, and the laws of the State of Delaware as in effect at the time of such
approval.  Notwithstanding the foregoing, no amendment shall affect adversely
any of the rights or obligations of any Grantee, without such Grantee's consent,
with respect to any Restricted Stock theretofore awarded under the Plan.

     9.   Effectiveness.  This Plan shall become effective as of the
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consummation of the merger of First USA, Inc. and Banc One Corporation and shall
govern all Restricted Stock awarded after the date thereof.  All Restricted
Stock awarded prior to the date thereof shall be governed by the terms of the
Original Plan.  In the event there is no merger of First USA, Inc. and Banc One
Corporation prior to December 31, 1997, then this Plan shall be void and the
Original Plan shall continue in full force and effect.

     10.  Headings.  The headings of sections and subsections herein are
          --------                                                      
included solely for convenience of reference and shall not affect the meaning of
any of the provisions of the Plan.

     11.  Governing Law.  This Plan and all rights hereunder shall be construed
          -------------                                                        
in accordance with and governed by the laws of the State of Delaware.

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     12.  Interpretation.  The Plan is designed and intended to comply with Rule
          --------------                                                        
16b-3 and, to the extent applicable, with section 162(m) of the Code, and all
provisions hereof shall be construed in a manner to so comply.

     This Plan has been adopted by the Board effective as of April 23, 1997.

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