<PAGE>
 
                                                                  EXHIBIT 10(HH)




                       FIRST USA SUPPLEMENTAL EXECUTIVE
                                        
                                RETIREMENT PLAN
                                        
           (AS AMENDED AND RESTATED EFFECTIVE AS OF MARCH 22, 1996)
                                        
<PAGE>
 
                                   PREAMBLE

   The First USA Supplemental Executive Retirement Plan (hereinafter referred to
   as the "Plan") as amended and restated herein shall be effective March 22,
   1996.  The Plan was originally effective on August 9, 1989.  The purpose of
   the Plan is to permit certain Employees of the Employer to receive
   supplemental retirement income from the Employer when benefits cannot be paid
   from the First USA Pension Plan due to the limitations of Sections 401(a)(17)
   and 415 of the Code.
<PAGE>
 
                               TABLE OF CONTENTS

                                                                          PAGE
 
ARTICLE 1      DEFINITIONS                                                  1
       1.1     "Annuity Starting Date".                                     1
       1.2     "Basic Plan"                                                 1
       1.3     "Basic Plan Retirement Income"                               1
       1.4     "Board of Directors"                                         1
       1.5     "Cash Balance Account"                                       1
       1.6     "Code"                                                       1
       1.7     "Committee"                                                  1
       1,8     "Company"                                                    1
       1.9     "Compensation"                                               1
      1.10     "Effective Date"                                             1
      1.11     "Employee"                                                   1
      1.12     "Employer" or "Participating Employer"                       1
      1.13     "Participant"                                                1
      1.14     "Plan"                                                       1
      1.15     "Plan Year"                                                  1
      1.16     "Supplemental Cash Balance Account"                          2
      1.17     "Supplemental Retirement Income"                             2
      1.18     "Total and Permanent Disability" or "Disability"             2
 
ARTICLE 2      PARTICIPATION AND VESTING                                    3
      2.1      Participation                                                3
      2.2      Vesting                                                      3
      2.3      Cessation of Participation                                   3
      2.4      Forfeiture for Cause                                         3
      2.5      Transfer to First USA Paymentech, Inc.                       3
      2.6      Transfer from First USA Paymentech, Inc.                     4
 
ARTICLE 3      RETIREMENT DATE                                              5
      3.1      Retirement Date                                              5
      3.2      Normal Retirement Date                                       5
      3.3      Early Retirement Date                                        5
      3.4      Postponed Retirement Date                                    5
 
ARTICLE 4      SUPPLEMENTAL RETIREMENT INCOME                               6
      4.1      Supplemental Normal Retirement Income                        6
      4.2      Supplemental Early Retirement Income                         6
      4.3      Supplemental Postponed Retirement Income                     6
      4.4      Supplemental Vested Retirement Income                        7
<PAGE>
 
      4.5      Effect of Vested Status under the Basic Plan                 7
 
ARTICLE 5      MODES OF BENEFIT PAYMENT                                     8
      5.1      Mode of Payment                                              8
      5.2      Date of Payment                                              8
 
ARTICLE 6      DEATH BENEFITS                                               9
      6.1      In-Service Death Benefit                                     9
      6.2      Supplemental Cash Balance Account                            9
 
ARTICLE 7      DISABILITY BENEFITS                                         11
      7.1      Disability Benefit                                          11
      7.2      Determination                                               11
      7.3      Termination                                                 12
      7.4      Recovery                                                    12
      7.5      Age 65                                                      12
 
ARTICLE 8      LIABILITY OF THE COMPANY                                    13
      8.1      Funding of Plan                                             13
      8.2      Participant as Creditor of Plan                             13
 
ARTICLE 9      ADMINISTRATION OF THE PLAN                                  14
      9.1      Administration by Committee                                 14
      9.2      Powers of the Committee                                     14
      9.3      Reliance on Professionals                                   15
      9.4      Payment of Expenses                                         15
 
ARTICLE 10     AMENDMENT OR TERMINATION OF THE PLAN                        16 
     10.1      Power to Amend, Terminate                                   16
 
ARTICLE 11     GENERAL PROVISIONS                                          17
     11.1      Plan Not Contract of Employment                             17
     11.2      Nonalienation of Benefits                                   17
     11.3      Incapacity                                                  17
     11.4      Sole Source of Benefits                                     18
     11.5      Address of Payee Unknown                                    18
     11.6      Governing Law                                               18
<PAGE>
 
                                   ARTICLE 1

                                  DEFINITIONS

1.1   "Annuity Starting Date" means the date a benefit is paid under the Plan.

1.2   "Basic Plan" means the First USA Pension Plan, as amended.

1.3   "Basic Plan Retirement Income" means the benefit paid to a Participant
      under the Basic Plan and includes retirement income payable upon Normal
      Retirement, Early Retirement or Postponed Retirement.

1.4   "Board of Directors" means the Board of Directors of the Company, or any
      person or committee duly authorized to act for and represent the Board.

1.5   "Cash Balance Account" is as defined in the Basic Plan.

1.6   "Code" means the Internal Revenue Code of 1986, as amended from time to
      time.

1.7   "Committee" means the Committee composed of persons appointed under the
      provisions of Article XIII of the Basic Plan.

1.8   "Company" means First USA Financial, Inc., a Delaware Corporation.

1.9   "Compensation" is as defined in the Basic Plan without applying the
      limitation of Section 401(a)(17) of the Code.

1.10  "Effective Date" of this amended and restated Plan means March 22, 1996.
      The original effective date of the Plan was August 9, 1989.

1.11  "Employee" means a person who is an employee of an Employer.

1.12  "Employer" or "Participating Employer" means the Company or other
      corporation affiliated with the Company which, with the consent of the
      Company has adopted this plan.

1.13  "Participant" means an Employee who is eligible to participate in this
      Plan pursuant to the provisions of Article 2 of the Plan.

1.14  "Plan" means the First USA Supplemental Executive Retirement Plan, as
      herein set forth, and as it may hereafter be amended from time to time.

1.15  "Plan Year" means the period beginning July 1 and ending on the next June
      30. However, there will be an initial short Plan Year beginning August 9,
      1989 and ending June 30, 1990.
<PAGE>
 
1.16  "Supplemental Cash Balance Account" is defined in Section 6.2 hereof.

1.17  "Supplemental Retirement Income" means the retirement benefits provided to
      Participants and their joint or contingent annuitants and beneficiaries in
      accordance with the applicable provisions of this Plan and shall include
      Supplemental Normal Retirement Income, Supplemental Early Retirement
      Income and Supplemental Postponed Retirement Income, and Supplemental
      Deferred Vested Retirement Income as defined in Article 4.

1.18  "Total and Permanent Disability" or "Disability" means totally and
      permanently disabled as defined in Section 7.2 hereof is defined in the
      Basic Plan.

References to males shall be construed to include females, the singular shall be
construed to include the plural, and vice versa, wherever appropriate.

                                       2
<PAGE>
 
                                   ARTICLE 2

                           PARTICIPATION AND VESTING
                                        
2.1  PARTICIPATION

     An Employee shall be eligible to participate in this Plan if such Employee
     meets the eligibility requirements in Section 3.01 of the Basic Plan and if
     such Employee's benefits under the Basic Plan are reduced by reason of the
     application of the limitations imposed by Section 401(a)(17) of the Code or
     Section 415 of the Code.

2.2  VESTING

     Once an Employee becomes a Participant in the Plan he shall have a
     nonforfeitable right to his accrued Retirement Income except as provided in
     Section 2.4.

2.3  CESSATION OF PARTICIPATION

     The Company may from time to time remove an Employee from participation in
     his Plan; provided, however, that except as otherwise provided in Section
     2.4, such removal will not reduce the amount of Retirement Income accrued
     by the Employee under this Plan, as determined as of the date of such
     Employee's removal.  An Employee so removed shall remain a Participant
     until his benefits are distributed in accordance with the provisions of
     this Plan, but shall accrue no further benefits under this Plan after his
     date of removal.

2.4  FORFEITURE FOR CAUSE

     The accrued Retirement Income of a Participant may be forfeited if the
     Participant is discharged for willful, deliberate, or gross misconduct as
     determined by the Board of Directors in its sole discretion.

2.5  TRANSFER TO FIRST USA PAYMENTECH, INC.

     If, on or after the Effective Date, a Participant transfers employment to
     First USA Paymentech, Inc. or one of its subsidiaries or affiliates which
     is a member of the same controlled group as First USA Paymentech, Inc., as
     determined under Code Sections 414(b), (c), (m) or (o):

     (1)  such Participant shall not be considered to have terminated
     employment or retired for purposes of being eligible for a distribution
     under the Plan;

     (2)  benefits and benefit liabilities attributable to such Participant's
     accrued benefit under this Plan shall be transferred to the First USA
     Paymentech Supplemental Executive Retirement Plan; provided that such Plan
     accepts such transfer at such time; and

                                       3
<PAGE>
 
     (3) such Participant's accrued benefit under this Plan shall be cancelled
         when the transfer described in (2) above is made.

For this purpose, a Participant's accrued benefit under the Plan shall be
determined as if he had terminated employment or retired (if eligible for
retirement) on the date of such Participant's transfer of employment.

2.6  TRANSFER FROM FIRST USA PAYMENTECH, INC.
 
     If, after the Effective Date, an Employee transfers employment to an
     Employer from First USA Paymentech, Inc. or one of its subsidiaries or
     affiliates which is a member of the same controlled group as First USA
     Paymentech, Inc., as determined under Code Sections 414(b), (c), (m) or
     (o):

     (1) the Plan shall accept a transfer of benefits and benefit liabilities
         attributable to such Employee's accrued benefit under the first USA
         Paymentech Supplemental Executive Retirement Plan, if any; and

     (2) upon such transfer of benefits and benefit and liabilities, the
         Employee shall have an accrued benefit under this Plan at least equal
         to the accrued benefit transferred from the First USA Paymentech
         Supplemental Executive Retirement Plan.

An Employee who transfers employment from First USA Paymentech, Inc. or one of
its subsidiaries or affiliates as described in this Section 2.6 shall be
credited with the service for eligibility, vesting and benefit accrual purposes
that was credited to such Employee under the terms of the First USA Paymentech
Supplemental Executive Retirement Plan as of the date of transfer to covered
employment under this Plan; provided, however, that service shall not be
credited in accordance with the foregoing if such Employee was a participant in
the First USA Paymentech Supplemental Executive Retirement Plan and no transfer
of benefits and benefit liabilities is made from the First USA Paymentech
Supplemental Executive Retirement Plan on behalf of such Employee in accordance
with the foregoing.

                                       4
<PAGE>
 
                                   ARTICLE 3

                                RETIREMENT DATE

3.1  RETIREMENT DATE

     A Participant's Retirement Date shall be his date of actual Retirement
     which may be his Normal, Early, or Postponed Retirement Date, whichever is
     applicable to him pursuant to the following Sections of this Article 3.

3.2  NORMAL RETIREMENT DATE

     A Participant's Normal Retirement Age shall be the later of (i) the
     Participant's 65th anniversary of his birth or (ii) five (5) years of
     participation in the Plan. Such Participant's Normal Retirement Date shall
     be the first day of the month coincident with or next following the
     attainment of Normal Retirement Age while in the service of the Employer,

3.3  EARLY RETIREMENT DATE

     A Participant may retire on an Early Retirement Date, which may be the
     first day of any month coincident with or subsequent to the 55th
     anniversary of his birth and his completion of at least ten (10) Years of
     Credited Service.  A Year of Credited Service shall be equal to a "Year of
     Credited Service" as defined under the Basic Plan.

3.4  POSTPONED RETIREMENT DATE
 
     If a Participant continues in the employment of an Employer beyond his
     Normal Retirement Date, the first day of any month coincident with or
     subsequent to his termination of employment after his Normal Retirement
     Date shall be known as his Postponed Retirement Date.

                                       5
<PAGE>
 
                                   ARTICLE 4

                        SUPPLEMENTAL RETIREMENT INCOME

4.1  SUPPLEMENTAL NORMAL RETIREMENT INCOME
 
     The Supplemental Normal Retirement Income payable to an eligible
     Participant in the form of a single life annuity shall, commencing on his
     Normal Retirement Date, be equal to the difference between (a) and (b) as
     stated below:

     (a) the monthly amount of the Basic Plan Retirement Income payable upon
         Normal Retirement to which the Participant would have been entitled
         under the Basic Plan, if such benefit were calculated under the Basic
         Plan without giving effect to the limitations imposed by the
         application of Code Sections 401(a)(17) and 415.

     (b) the monthly amount of Basic Plan Retirement Income payable upon Normal
         Retirement actually payable to the Participant under the Basic Plan
         after the limitations imposed by the application of Code Sections
         401(a)(17) and 415.

4.2  SUPPLEMENTAL EARLY RETIREMENT INCOME

     The Supplemental Early Retirement Income payable to an eligible Participant
     in the form of a single life annuity shall, commencing on his Early
     Retirement Date or on the first day of any month thereafter up to his
     Normal Retirement Date, be equal to the difference between (a) and (b) as
     stated below:

     (a) the monthly amount of the Basic Plan Retirement Income payable upon
         Early Retirement to which the Participant would have been entitled
         under the Plan, if such benefit were calculated under the Basic Plan
         without giving effect to the limitations imposed by the application of
         Code Sections 401(a)(17) and 415.

     (b) the monthly amount of Basic Plan Retirement Income payable upon Early
         Retirement actually payable to the Participant under the Basic Plan
         after the limitations imposed by the application of Code Sections
         401(a)(17) and 415.

4.3  SUPPLEMENTAL POSTPONED RETIREMENT INCOME
 
     The Supplemental Postponed Retirement Income payable to an eligible
     Participant in the form of a single life annuity shall, commencing on his
     Postponed Retirement Date, be equal to the difference between (a) and (b)
     as stated below:

     (a) the monthly amount of the Basic Plan Retirement Income payable upon
         Postponed Retirement to which ft Participant would have been entitled
         under 

                                       6
<PAGE>
 
         the Basic Plan, if such benefit were calculated under the Basic Plan
         without giving effect to the limitations imposed by the application of
         Code Sections 401(a)(17) and 415.

     (b) the monthly amount of Basic Plan Retirement Income payable upon
         Postponed Retirement actually payable to the Participant after the
         limitations imposed by the application of Code Sections 401(a)(17) and
         415.

4.4  SUPPLEMENTAL VESTED RETIREMENT INCOME

     The Supplemental Vested Retirement Income payable to an eligible
     Participant in the form of a single life annuity shall, commencing the
     first day of the month following termination of employment, or the first
     day of any month thereafter, up to his Normal Retirement Date, be equal to
     the difference between (a) and (b) as stated below:

     (a) the monthly amount of the Basic Plan Retirement Income payable upon the
         Participant's date of termination which the Participant would be
         entitled to receive, assuming the Participant has a nonforfeitable
         right to a benefit under the Basic Plan, if such benefit were
         calculated under the Basic Plan without giving effect to the limitation
         imposed by the application of Code Sections 401(a)(17) and 415.

     (b) the monthly amount of Basic Plan Retirement Income payable upon the
         date the Participant elects for benefits to commence, assuming the
         Participant had a nonforfeitable right to a benefit under the Basic
         Plan, actually payable under the Basic Plan after the limitations
         imposed by the application of Code Sections 401(a)(17) and 415.

4.5  EFFECT OF VESTED STATUS UNDER THE BASIC PLAN
 
     The calculations described in Section 4.1, 4.2, 4.3, and 4.4 shall all be
     made treating the Participant as vested under the Basic Plan regardless of
     the Participant's actual vesting status under the Basic Plan.

                                       7
<PAGE>
 
                                   ARTICLE 5

                           MODES OF BENEFIT PAYMENT
                                        
5.1  MODE OF PAYMENT

     Any Retirement Income payable under this Plan to a Participant or a
     beneficiary shall be paid as a single-sum amount which is the actuarial
     equivalent of a single life annuity.  For this purpose, actuarial
     equivalence shall be determined utilizing the actuarial equivalent factors
     stated in the Basic Plan for determining single-sum amounts.  No
     Participant's benefit shall be less than his Supplemental Cash Balance
     Account as defined in Section 6.2.

5.2  DATE OF PAYMENT

     Payment of Retirement Income due under the Plan, if any, shall be made as
     soon as administratively possible after the Participant's retirement or
     termination of employment, as the case may be.

                                       8
<PAGE>
 
                                   ARTICLE 6

                                DEATH BENEFITS
                                        
6.1   IN-SERVICE DEATH BENEFIT

      (a) Except as otherwise provided herein, in the event of a married
          Participant's death prior to the Participant's Annuity Starting Date,
          the Surviving Spouse shall receive a single sum amount equal to the
          Participant's Supplemental Cash Balance Account.

          This death benefit shall only be payable if (i) the Participant dies
          while in active employment with the Employer; (ii) the Participant
          dies after ceasing active employment with an Employer but prior to his
          Annuity Starting Date; or (iii) while the Participant is accruing a
          benefit under Article 7.

      (b) In the event of the death of a single Participant prior to the
          Participant's Annuity Starting Date, the Participant's Beneficiary
          shall receive a single-sum amount equal to the Participant's
          Supplemental Cash Balance Account.

          This death benefit shall only be payable if (i) the Participant dies
          while in active employment with the Employer; (ii) the Participant
          dies after ceasing active employment with an Employer but prior to his
          Annuity Starting Date; or (iii) while the Participant is accruing a
          benefit under Article 7.

      (c) Any beneficiary designation made by a single Participant or by a
          married Participant with the consent of such Participant's Spouse
          under the provisions of Section 6.01 and Section 13.12 of the Basic
          Plan shall be controlling under this Plan. Therefore, any death
          benefit payable under this Section 6.1 shall be payable to the same
          person(s) or entity as the death benefit payable under Section 6.01 of
          the Basic Plan.

      (d) Payment of the death benefit provided hereunder shall be made as soon
          as administratively possible after the death of the Participant is
          established to the satisfaction of the Committee in accordance with
          rules and procedures established by the Committee.

6.2.1 SUPPLEMENTAL CASH BALANCE ACCOUNT

      For purposes of this Article 6 a Participant's Supplemental Cash Balance
      Account is equal to the difference between (a) and (b) as stated below:

      (a) The Cash Balance Account calculated under the Basic Plan without
          giving effect to the limitations imposed by the application of Code
          Sections 401(a)(17) and 415.

                                       9
<PAGE>
 
      (b) The Cash Balance Account calculated under the Basic Plan after giving
          effect to the limitations imposed by the application of Code Sections
          401(a)(17) and 415.

                                       10
<PAGE>
 
                                   ARTICLE 7

                              DISABILITY BENEFITS

7.1  DISABILITY BENEFIT
 
     A Participant who, while in the employment of his Employer, becomes Totally
     and Permanently Disabled prior to his Normal Retirement Date, shall, any
     other provision of the Plan to the contrary notwithstanding, continue to be
     considered a Participant and an Employee in the employment of his Employer,
     and shall be entitled:

     (a) to continue to accrue Supplemental Retirement Income benefits pursuant
         to Article 4 until the early of his Normal Retirement Date or the
         cessation of his Total and Permanent Disability. Such accruals shall be
         based upon his Compensation in the calendar quarter prior to the
         calendar quarter in which he became Totally and Permanently Disabled;

     (b) to receive, beginning on his Normal Retirement Date, the Supplemental
         Retirement Income benefit accrued by him pursuant to Article 4 (prior
         to becoming Totally and Permanently Disabled) and pursuant to paragraph
         (a) of this Section 7.1; provided, however, that a Participant who has
         completed at least ten (10) years of Credited Service as of the date he
         became Totally and Permanently Disabled shall be entitled to receive
         his benefits anytime on or after the date he attains age 55, in which
         event his accruals pursuant to this Section 7.1 shall cease at that
         time and his Supplemental Retirement Income shall be subject to the
         reduction for early commencement as provided in Section 4.2.

7.2  DETERMINATION
 
     A Participant SHALL.1 be deemed to be Totally and Permanently Disabled, and
     entitled to receive Disability benefits from the Plan, only if, on the
     basis of a medical examination by a qualified physician or clinic
     acceptable to the Committee, the Committee  finds that the Participant has
     a condition which totally and presumably permanently prevents him from
     engaging in any substantial or gainful employment with a Participating
     Employer.  Notwithstanding any other provision of this Section 7.2, no
     Participant shall be deemed to be Totally and Permanently Disabled if the
     Committee determines that his incapacity results from chronic alcoholism,
     self-addiction to narcotics, an injury suffered while engaged in a
     felonious or criminal act or enterprise, or service in the armed forces of
     the United States which entitles the Participant to a veteran's disability
     pension. The determination of the Committee shall be final and binding upon
     all persons and for all purposes.

                                       11
<PAGE>
 
7.3  TERMINATION
 
     No provision of this Article shall prevent a Participant from electing to
     receive his benefit under any other provisions of this Plan should he
     determine not to return as an Employee of the Employer; however, the value
     of all payments, if any, previously made to him as Disability payments
     shall be deducted-from the value of the benefits to which he would be
     otherwise entitled by virtue of such other provisions.

7.4  RECOVERY
 
     Upon receipt of evidence that a Participant is no longer Totally and
     Permanently Disabled prior to his attaining age sixty-five (65), the
     Participant shall receive no additional accruals under Section 7.1. Should
     the Participant return to work and/or later become entitled to any benefits
     under the Plan, the value of all Disability benefits, if any, previously
     received by him shall be deducted from the value of the benefits to which
     he would otherwise be entitled. In order to continue to be eligible to
     receive accruals under Section 7.1, a Participant must submit such evidence
     as the Committee shall require that he continues to be Totally and
     Permanently Disabled. In order to determine whether the Participant
     continues to be Totally and Permanently Disabled, the Committee may require
     a Participant submit to a physical exam at its expense, but not more
     frequently than annually.

7.5  AGE 65

     Upon attainment of age sixty-five (65), a Participant who had previously
     retired by reason of Disability shall be conclusively presumed to be
     Totally and Permanently Disabled and shall receive his monthly benefits
     payable under Section 7.1.

                                       12
<PAGE>
 
                                   ARTICLE 8

                           LIABILITY OF THE COMPANY

8.1  FUNDING OF PLAN
 
     The benefits of this Plan shall be paid by the Employer and not be funded
     prior to the time paid to the Participant, beneficiary or joint or
     contingent annuitant designated by the Participant, unless and except as
     expressly provided otherwise by the Company.

8.2  PARTICIPANT AS CREDITOR OF PLAN
 
     A Participant who is vested in a benefit under this Plan shall be an
     unsecured creditor of the Employer as to the payment of any benefit under
     this Plan.

                                       13
<PAGE>
 
                                   ARTICLE 9

                          ADMINISTRATION OF THE PLAN

9.1  ADMINISTRATION BY COMMITTEE

     Except for the functions reserved to the Company or the Board of Directors
     of the Company, the administration of the Plan shall be the responsibility
     of the Committee.

9.2  POWERS OF THE COMMITTEE
 
     The Committee shall have the power and the duty to take all actions and to
     make all decisions necessary or proper to carry out the Plan. The
     determination of the Committee as to any question involving the general
     administration and interpretation of the Plan shall be final, conclusive
     and binding. Any discretionary actions to be taken under the Plan by the
     Committee shall be uniform in their nature and applicable to all persons
     similarly situated. Any Committee member who is employed under the Plan
     shall be deemed to have resigned from the Committee at the time of his
     termination of employment unless expressly provided to the contrary in
     writing at such time. Without limiting the generality of the foregoing, the
     Committee shall have the following powers and duties:

     (a)  To furnish to all Participants, upon request, copies of the Plan; and
          to require any person to furnish such information as it may request
          for the purpose of the proper administration of the Plan as a
          condition to receiving any benefits under the Plan;

     (b)  To make and enforce such rules and regulations and prescribe the use
          of such forms as it shall deem necessary for the efficient
          administration of the Plan;

     (c)  To interpret the Plan, and to resolve ambiguities, inconsistencies and
          omissions, which findings shall be binding, final and conclusive;

     (d)  To decide on questions concerning the Plain in accordance with the
          provision of the Plan;
 
     (e)  To determine the amount of benefits which shall be payable to any
          person in accordance with the provisions of the Plan; and to provide a
          full and fair review to any Participant whose claim for benefits has
          been denied in whole or in part;

     (f)  To allocate any such powers and duties to or among individual members
          of the Committee; and

                                       14
<PAGE>
 
     (g)  To designate persons other than Committee members to carry out any
          duty or power which would otherwise be a responsibility of the
          Committee, under the terms of the Plan.

9.3  RELIANCE ON PROFESSIONALS

     To the extent permitted, by law, the Committee and any person to whom it
     may delegate any duty or power in connection with administering the Plan,
     the Employer, and officers and directors thereof, shall be entitled to rely
     conclusively upon, and shall be fully protected in any action taken or
     suffered by them in good faith in the reliance upon, and actuary, counsel,
     accountant, other specialist, or other person  selected by the Committee,
     or in reliance upon any tables, valuations, certificates, opinions or
     reports which shall be furnished by any of them.  Further, to the extent
     permitted by law, no member of the Committee, nor the Employer, nor the
     officers or directors thereof, shall be liable for any neglect, omission or
     wrongdoing of any other members of the Committee, agent, officer or
     employee of an Employer.  Any person claiming under the Plan shall look
     solely to the Employer for redress.

9.4. PAYMENT OF EXPENSES

     All expenses incurred prior to the termination of the Plan that shall arise
     in connection with the administration of the Plan, including, but not
     limited to administrative expenses, proper charges and disbursements,
     compensations and other expenses and charges of any actuary, counsel,
     accountant, specialist, or other person who shall be employed by the
     Committee in connection with the administration thereof, shall be paid by
     the Company.

 

                                       15
<PAGE>
 
                                  ARTICLE 10

                     AMENDMENT OR TERMINATION OF THE PLAN

10.1 POWER TO AMEND, TERMINATE
 
     The Board of Directors shall have the power to suspend or terminate this
     Plan in whole or in part at any time, and from time to time to extend,
     modify, amend, revise, or terminate this Plan in such respects as the Board
     of Directors by resolution may deem advisable; provided that no such
     extension, modification, amendment, revision, or termination shall deprive
     a Participant or any beneficiary designated by a Participant of the vested
     portion of any benefit under this Plan.

                                       16
<PAGE>
 
                                  ARTICLE 11

                              GENERAL PROVISIONS

11.1 PLAN NOT CONTRACT OF EMPLOYMENT
 
     This Plan shall not be deemed to constitute a contract between the Employer
     and any Employee or other person whether or riot in the employ of the
     Employer, nor shall  anything herein contained be deemed to give any
     Employee or other person whether or not in the employ of the Employer any
     right to be retained in the employ of the Employer, or to interfere with
     the right of the Employer to discharge any Employee at any time and to
     treat him without any regard to the effect which such treatment might have
     upon him as a Participant of the Plan.

11.2 NONALIENATION OF BENEFITS
 
     Except as may otherwise be required by law, no distribution or payment
     under the Plan to any Participant, beneficiary, or joint or contingent
     annuitant, shall be subject in any manner to anticipation, alienation,
     sale, transfer, assignment, pledge, encumbrance or charge, whether
     voluntary or involuntary, and any attempt to so anticipate, alienate, sell,
     transfer, assign, pledge, encumber or charge the same shall be void; nor
     shall any such distribution or payment be in any way liable for or subject
     to the debts, contracts, liabilities, engagements or torts of any person
     entitled to such distribution or payment. If any Participant, beneficiary,
     or joint or contingent annuitant is adjudicated bankrupt or purports to
     anticipate, alienate, sell, transfer, assign, pledge, encumber or charge
     any such distribution or payment, voluntarily or involuntarily, the
     Committee, in its discretion, may cancel such distribution or payment or
     may hold or cause to be held or applied such distribution or payment or any
     part thereof to or for the benefit of such Participant, beneficiary, or
     joint or contingent annuitant in such manner as the Committee shall direct.

11.3 INCAPACITY
 
     If the Employer determines that any person entitled to payments under the
     Plan is an infant or incompetent by reason of physical or mental
     disability, it may cause all payments thereafter becoming due to such
     person to be made to any other person for his benefit, without
     responsibility to follow application of amounts so paid. Payments made
     pursuant to this provision shall completely discharge the Plan, the
     Employer and the Committee.

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11.4 SOLE SOURCE OF BENEFITS
 
     The Employer shall be the sole source of benefits under this Plan, and each
     Employee, Participant, joint or contingent annuitant, beneficiary, or any
     other person who shall claim the right to any payment or benefit under this
     Plan shall be entitled to look only to the Employer for payment of
     benefits.

11.5 ADDRESS OF PAYEE UNKNOWN

     If the Employer is unable to make payment to any Participant or other
     person to whom a payment is due under the Plan because it cannot ascertain
     the identity or whereabouts of such Participant or other person after
     reasonable efforts have been made to identify or locate such person
     (including a notice of the payment so due mailed to the last known address
     of such Participant or other person shown on the records of the Employer),
     such payment and all subsequent payments otherwise due to such Participant
     or other person shall be forfeited twenty-four (24) months after the date
     such payment first became due; provided, however, that such payment and any
     subsequent payments shall be reinstated retroactively, no later than sixty
     (60) days after the date on which the Participant or person is identified
     or located.

11.6 GOVERNING LAW
 
     The provisions of the Plan shall be construed, administered and governed
     under applicable Federal laws and the laws of the State of Delaware.

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<PAGE>
 
     IN TESTIMONY WHEREOF, First USA Financial, Inc. has caused this
instrument to be executed in its name and on its behalf this 5th day of August
1996, but effective as of March 22, 1996.

Witness:                           First USA Financial, Inc.

/s/                                By: /s/
-------------------------              --------------------------

_________________________          Title: Chairman of the Board
                                          ------------------------

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