<PAGE>
 
                                                                  EXHIBIT 10(II)
                                                                                
                            SECOND AMENDMENT TO THE
                                FIRST USA, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                                        

         WHEREAS, First USA, Inc. a Delaware corporation (the "Company"), has

heretofore maintained the First USA, Inc. Employee Stock Purchase Plan (the

"Plan") for the benefit of certain of its employees; and

         WHEREAS, the Company considers it advisable to amend the Plan to

increase the number of shares of Common Stock of the Company, $.01 par value,

subject to the Plan and increase the percentage of total compensation employees

may contribute under the Plan; and

         WHEREAS, the Board of Directors of the Company, pursuant to Section 17

of the Plan, authorized this amendment on July 17, 1996, subject to shareholder

approval;

         NOW THEREFORE, effective July 17, 1996 (the "Effective Date"), subject

to shareholder approval, the Company hereby amends the Plan as follows:

     (1)  The first sentence of Section 4(b) is hereby deleted and replaced with
          the following:

          Each eligible Employee may elect to participate in the Plan with
          respect to an offer, only by filing a subscription agreement with the
          Company by the fifteenth day of the month prior to the Offering
          Period, indicating the amount of such Employee's Compensation (not to
          exceed 20% of such Compensation) which such Employee elects to use to
          purchase shares of Common Stock and authorizing payroll deductions (as
          set forth in paragraph 5 hereof) throughout the Offering Period.

     (2)  The first sentence of Section 10(a) is hereby deleted and replaced
          with the following:

          The maximum number of shares of Common Stock which shall be reserved
          for sale under the Plan shall be 700,000, subject to adjustment upon
          changes in capitalization of the Company as provided in paragraph 16.
<PAGE>
 
         IN WITNESS HEREOF, the Company has adopted this amendment as of the
Effective Date.


                                       FIRST USA, INC.

                                  By:  /s/ Philip Taken
                                       ------------------ 
                               Title:  Senior Vice President and General Counsel
                                       -----------------------------------------
<PAGE>
 
                             FIRST AMENDMENT TO THE
                                FIRST USA, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                                        

          WHEREAS, First USA, Inc. a Delaware corporation (the "Company"), has

heretofore maintained the First USA, Inc. Employee Stock Purchase Plan (the

"Plan") for the benefit of certain of its employees; and

          WHEREAS, the Company considers it advisable to amend the Plan to

increase the number of shares of Common Stock of the Company, $.01 par, subject

to the Plan and to allow newly-hired employees to participate in the Plan rather

than requiring one year of employment; and

          WHEREAS, stockholders of the Company approved this amendment at the

Annual Stockholders Meeting on November 2, 1994 and the Board of Directors of

the Company, pursuant to Section 17 of the Plan, authorized this amendment on

July 20, 1994;

          NOW THEREFORE, effective November 2, 1994, (the "Effective Date"), the

Company hereby amends the Plan as follows:

     (1)  Section 3(a) is hereby deleted and replaced with the following:

          Subject to the requirements of paragraph 4(b) hereof, any person who
          is an Employee as of the commencement of an Offering Period shall be
          eligible to participate in the Plan for such Offering Period, provided
          that he or she continues to be an Employee through the last payroll
          deduction date in such Offering Period.

     (2)  The first sentence of Section 10(a) is hereby deleted and replaced
          with the following:

          The maximum number of shares of Common Stock which shall be reserved
          for sale under the Plan shall be 200,000, subject to adjustment upon
          changes in capitalization of the Company as provided in paragraph 16.
<PAGE>
 
         IN WITNESS HEREOF, the Company has adopted this amendment as of the
Effective Date.

                            FIRST USA, INC.

                            By:  /s/ Philip Taken
                                 ------------------
                            Title:  Senior Vice President & Asst. Secretary
                                  -----------------------------------------
<PAGE>
 
                        EMPLOYEE STOCK PURCHASE PLAN OF
                                FIRST USA, INC.

                                        
          1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company that the Plan qualify as an "Employee Stock Purchase Plan" within
the meaning of Section 423 of the Internal Revenue Code of 1986, as amended, and
the provisions of the Plan shall be construed in a manner consistent with the
requirements of such Section of the Code.

          2.  Definitions.

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

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

          (c) "Common Stock" shall mean the Common Stock, $.01 par value, of the
Company.

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

          (e) "Committee" shall have the meaning set forth in paragraph 11
hereof.

          (f) "Compensation" shall mean the total compensation received from the
Company for personal services rendered by an Employee in respect of a particular
Offering Period, including an Employee's portion of the salary deferral
contributions pursuant to Section 401(k) of the Code, bonus, commissions,
incentive pay (other than long-term incentive payments), overtime pay and any
amount excludable pursuant to Section 125 of the Code, but excluding any long-
term incentive payments, imputed income, severance pay, expenses or other
special emolument or any credit or benefit under any employee plan maintained by
the Company.

          (g) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
agreed to in writing by the Company (including, but not limited to, a military
or sick leave), provided that such leave is for a period of, not more than 90
days or if reemployment upon the expiration of such leave is guaranteed by
contract or statute.

          (h) "Designated Subsidiaries" shall mean the subsidiaries which have
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.

          (i) "Employee" shall mean any person, including an officer, who is
regularly employed by the Company or one of its Designated Subsidiaries.

          (j) "Exercise Date" shall mean the last business day of each Offering
Period under the Plan.
<PAGE>
 
          (k) Fair Market Value" per share as of a particular date shall mean
 (i) the closing sales price per share of Common Stock on the national
 securities exchange on which the Common Stock is principally traded, for the
 last preceding date on which there was a sale of Common Stock on such exchange,
 or (ii) if the shares of Common Stock are then traded in an over-the-counter
 market, the average of the closing bid and asked prices for the shares of
 Common Stock in such over-the-counter market for the last preceding date on
 which there was a sale of such Common Stock in such market, or (iii) if the
 shares of Common Stock are not then listed on a national securities exchange or
 traded in an over-the-counter market, such value (as defined in Section 3
 hereof) as the Committee, in its sole discretion, shall determine.

          (1) "Initial Valuation Date" shall mean December 1, March 1, June 1
and September 1 of each Plan Year, or with respect to the first Offering Period,
such date as the Committee shall determine.

          (m) "Insider" shall mean an Employee participating in the Plan who is
subject to the reporting provisions of Section 16(a) of the Exchange Act.

          (n) "Offering Period" shall mean each calendar quarter during the
effectiveness of the Plan, commencing on each January 1, April 1, July 1 and
October 1 following an Initial Valuation Date, provided that the Committee shall
have the power to change the duration of Offering Periods.

          (o) "Plan" shall mean this Employee Stock Purchase Plan as amended
from time to time.

          (p) "Plan Year" shall mean the calendar year.

          (q) "Reserves" shall have the meaning set forth in paragraph 16
hereof.

          (r) "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.

          3.  Eligibility.

          (a) Subject to the requirements of paragraph 4(b) hereof, any person
who is an Employee as of the commencement of an Offering Period shall be
eligible to participate in the Plan for such Offering Period, provided that (i)
at the commencement of an offering Period he or she has maintained Continuous
Status as an Employee for at least one year, and (ii) he or she continues to be
so employed on the last payroll deduction date in such Offering Period.

          b) Notwithstanding any provisions of the Plan to the contrary, no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 424(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or of any Subsidiary of the Company, or (ii) which permits his or her
right to purchase
<PAGE>
 
stock under all employee stock purchase plans (described in Section 423 of the
Code) of the Company and its Subsidiaries to accrue at a rate which exceeds
twenty-five thousand dollars ($25,000) of Fair Market Value of such stock
(determined at the time such option is granted) for each calendar year in which
such option is outstanding at any time.

          4.  Grant of Option; Participation.

          (a) On each Initial Valuation Date the Company shall commence an offer
by granting each eligible Employee an option to purchase such number of shares
of Common Stock as may be purchased with the amount elected by such Employee
under paragraph 4(b), subject to the limitations set forth in paragraph 10
hereof.

          (b) Each eligible Employee may elect to participate in the Plan with
respect to an offer, only by filing a subscription agreement with the Company by
the fifteenth day of the month prior to the Offering Period, indicating the
amount of such Employee's Compensation (not to exceed 10% of such Compensation)
which such Employee elects to use to purchase shares of Common Stock and
authorizing payroll deductions (as set forth in paragraph 5 hereof) throughout
the Offering Period. Such subscription agreement shall also set forth such
Employees election (i) to receive certificates in his or her name representing
the number of whole shares purchased hereunder as promptly as practicable
following exercise of his option or to have such certificates held by a nominee
for such participant and (ii) to have distributed to him or her dividends on
shares of Common Stock purchased hereunder in cash or reinvested in shares of
Common Stock. Such subscription agreement shall remain in effect for subsequent
offering Periods unless modified or terminated by the participant by the
fifteenth day of the month prior to any such subsequent Offering Period.

          (c) The option price per share of the Common Stock subject to an
offering shall be the lesser of: (i) 85% of the Fair Market Value of a share of
Common Stock on the Initial Valuation Date immediately preceding the applicable
Offering Period; or (ii) 85% of the Fair Market Value of a share of Common Stock
on the Exercise Date.

          5.  Payroll Deductions.

          (a) During an Offering Period, the Company shall withhold from the
Compensation of each Employee participating in the offer, the amount elected by
such Employee under paragraph 4(b) (the "Aggregate Purchase Price").

          (b) The Aggregate Purchase Price shall be, withheld in approximately
equal installments from each paycheck during the Offering Period.

          (c) All payroll deductions made by a participant shall be credited to
his or her account under the Plan. A participant may not make any additional
payments into such account.

          6. Exercise of Option. Unless a participant withdraws from the Plan as
provided in paragraph 8, his or her election to purchase shares will be
exercised automatically on the Exercise Date, and the maximum number of whole
and/or fractional shares (up to four decimal places) subject to such option will
be purchased for him or her at the applicable option price with the accumulated
payroll deductions in his account. The shares purchased upon exercise of an
<PAGE>
 
option hereunder shall be deemed to be transferred to the participant on the
Exercise Date. During his or her lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.

          7. Delivery. Certificates representing shares purchased upon exercise
of a participant's option shall be held for the account of such participant, or
delivered as promptly as practicable to such participant following such
exercise, in accordance with participant's subscription agreement as provided in
Section 4(b) hereof. No shares shall be delivered until full payment therefore
has been made.

          8.  Withdrawal; Termination of Employment; Insiders.

          (a) A participant may withdraw all, but not less than all, the payroll
deductions credited to his or her account under the Plan at any time prior to
the Exercise Date of an offering Period by giving written notice to the Company.
All of the payroll deductions credited to such participant's account will be
paid to him or her promptly after receipt of his or her notice of withdrawal and
his or her option for the current period will be automatically terminated. No
further payroll deductions for the purchase of shares will be made for such
participant during such Offering Period.

          (b) Upon termination of a participant's Continuous Status as an
Employee prior to the Exercise Date of the Offering Period on account of
retirement, disability or death, the payroll deductions credited to his or her
account will be used to purchase shares on the next succeeding Exercise Date
unless the participant (or his or her estate, as the case may be) elects to
withdraw such deductions in cash prior to such Exercise Date. Upon termination
of a participant's Continuous Status as an Employee for any other reason, such
deductions shall be refunded to such participant in cash. Thereafter, so long as
such participant's Continuous Status as an Employee shall continue to be
terminated, such participant's participation in the Plan shall cease.

          (c) To the extent required by Rule 16b-3 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or any successor thereof, an
Insider who at any time shall cease to participate in the Plan shall not again
participate in the Plan for a period of at least six months from the date of
such cessation of participation, and an Insider shall not dispose of any shares
of Common Stock purchased hereunder for a period of at least six months from the
date such shares were purchased.

          9. Interest. No interest shall accrue on or be payable with respect to
the payroll deductions of a participant in the Plan.

          10. Stock.

          (a) The maximum number of shares of Common Stock which shall be
reserved for sale under the Plan shall be 50,000, subject to adjustment upon
changes in capitalization of the Company as provided in paragraph 16. If the
total number of shares which would otherwise be subject to options granted
pursuant to paragraph 4(a) hereof on an Initial Valuation Date exceeds the
number of shares then available under the Plan (after deduction of all shares
for which options have been exercised or are then outstanding), the Committee
shall make a pro rata allocation of
<PAGE>
 
the shares remaining available for option grant in as uniform a manner as shall
be practicable and as it shall determine to be equitable. In such event, the
Committee shall give written notice to each Employee of such reduction of the
number of option shares affected thereby and shall similarly reduce the rate of
payroll deductions, if necessary. The Plan shall terminate if all shares of
Common Stock reserved for sale hereunder shall have been purchased. Shares of
Common Stock available for purchase pursuant to this Plan may be purchased on
the open market or directly from the Company. The Company shall pay all
brokerage commissions or fees incurred in connection with the purchase of shares
of Common Stock hereunder.

          (b) The participant will not have rights as a shareholder with respect
to shares covered by his, or her option until such shares shall have been
purchased for his or her account in accordance with the provisions of the Plan.

          (c) Shares of Common Stock to be delivered to a participant under the
Plan will be registered in the name of the participant.

          11. Administration. The Plan shall be administered by a committee (the
"Committee") established by the Board, the composition of which shall at all
time satisfy the provisions of Rule 16b-3 of the Exchange Act, or any successor
thereof. The Committee shall have full power and authority, subject to the
provisions of the Plan, to promulgate such rules and regulations as it deems
necessary for the proper administration of the Plan, to interpret the provisions
and supervise the administration of the Plan, and to take all action in
connection therewith or in relation to the Plan as it deems necessary or
advisable. Decisions of the Committee shall be made by a majority of its members
and shall be final Any decision reduced to writing and signed by all of the
members of the Committee shall be fully effective as if it had been made at a
meeting duly held. The Company will pay all expenses incurred in the
administration of the Plan.

          12.   Designation of Beneficiary.

          (a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, remaining in such participant's account under
the Plan in the event of the participant's death subsequent to the end of an
offering Period but prior to delivery to him or her of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death prior to the Exercise Date of an offering Period.

          (b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or mote dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

          13. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the. exercise of an option
or to receive shares under the Plan may be
<PAGE>
 
assigned, transferred, pledged or otherwise disposed of in any way (other than
by will, the laws of descent and distribution or as provided in paragraph 14
hereof) by the participant. Any such attempt at assignment, transfer, pledge or
other disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds in accordance with paragraph 8.

          14. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

          15. Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to participating
Employees as soon as practicable following each Exercise Date, which statements
will set forth the amounts of payroll deductions, the per share purchase price,
the number of shares purchased and the remaining cash balance, if any.

          16. Effect of Certain Changes. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each option under the Plan which has not yet been exercised and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but have not yet been placed under option (collectively, the "Reserves"), as
well as the price per share of Common Stock covered by each option under the
Plan which has not yet been exercised, shall be proportionately adjusted, for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock or similar capital adjustment, or any
other increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Committee, whose determination in that respect shall be-final,
binding and conclusive. Except as expressly provided herein, no issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an option.

          In the event of the proposed dissolution or liquidation of the
Company, the Offering Period will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the
Committee. In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger of the Company with or into another
corporation, each option under the Plan shall be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or subsidiary of
such successor corporation, unless the Committee determines, in the exercise of
its sole discretion and in lieu of such assumption or substitution, that the
participant shall have the right to exercise the option as to all of the
optioned shares, including shares as to which the option would not other wise be
exercisable. If the Committee makes an option fully exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Committee shall notify the participant that the option shall be fully
exercisable for a period of thirty (30) days from the date of such notice, and
the option will terminate upon the expiration of such period.

          The Committee may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock
<PAGE>
 
covered by each outstanding option, in the event that the Company effects one or
more reorganizations, recapitalizations, rights offerings or other increases or
reductions of shares of its outstanding Common Stock, and in the event of the
Company being consolidated with or merged into any other corporation.

          17. Amendment or Termination. The Board may at any time terminate,
suspend or amend the Plan and any provision thereof. Except as provided in
paragraph 16, no such termination can affect options previously granted, nor may
an amendment make any change in any option theretofore granted which adversely
affects the rights of any participant, nor may an amendment be made without
prior approval of the shareholders of the Company (obtained in the manner
described in paragraph 19) if such amendment would:

          (a) Materially increase the number of -shares that may be issued under
the Plan;

          (b) Change the designation or the class of employees eligible for
participation in the Plan; or

          (c) Materially increase the benefits which may accrue to participants
under the Plan; provided, however, that prior approval of the shareholder of the
company shall be required only to the extent a failure to obtain such approval
for such an amendment would cause the Plan to lose the exemptions provided under
Rule 16b-3 of the Exchange Act, or to the extent required by any other law,
regulation or stock exchange rule.

          18. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

          19. Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months before or after the date
the Plan is adopted.

          20. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

          As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.
<PAGE>
 
          21. Effective Date. The Plan shall be effective as of the date
determined by Company subject to the approval of the Plan by the shareholders of
the Company.