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                                                                  EXHIBIT 10(KK)
                                                                                
                           FIRST USA PAYMENTECH, INC.
                                      1996
                               STOCK OPTION PLAN
                                        
     1. Purpose. The First USA Paymentech, Inc. 1996 Stock Option Plan (the
"Plan"), effective as of the consummation of the initial public offering of
Common Stock, as more fully described in the Registration Statement on Form S-1
filed with the Securities and Exchange Commission on January 12, 1996, (the
"Underwritten Offerings") is intended to provide an incentive to officers and
key employees of First USA Paymentech, Inc., a Delaware corporation (the
"Company"), First USA, Inc., a Delaware corporation ("First USA"), and their
respective direct and indirect subsidiaries, to remain in such employ 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
grant of stock options ("Options") to purchase shares of common stock of the
Company, par value $0.01 per share ("Common Stock"). Consistent with these
objectives, the Plan authorizes the granting of Options to acquire shares of
Common Stock pursuant to the terms and conditions hereinafter set forth.
Pursuant to Section 5 of the Plan, Options shall also be granted to members of
the Company's Board of Directors (the "Board") who are not employees of the
Company, First USA, Inc. or their respective direct and indirect subsidiaries
("Nonemployee Directors"). Options granted pursuant to the Plan may consist of
incentive stock options ("Incentive Stock Options") (within the meaning of
section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) and
Options that are not Incentive Stock Options ("Nonqualified Stock Options").
Each Option shall be designated as an Incentive Stock Option or as a
Nonqualified Stock Option. To the extent that any Option intended to be an
Incentive Stock Option does not qualify as such, it shall constitute a separate
Nonqualified Stock Option.

     The Plan also provides the authority to make loans ("Loans" for the
purchase of Common Stock in connection with the Underwritten Offerings. The Plan
is intended to satisfy the requirements of Rule 16b-3 ("Rule 16b-3") promulgated
under Section 16 of the Securities Exchange Act of 1934, as from time to time
amended (the "Exchange Act"), and section 162(m) of the Code, and shall be
interpreted in a manner consistent with the requirements thereof.

     2. Eligibility; Administration of the Plan.

          (a) Eligibility. Options may be granted to selected officers and key
     employees of the Company or First USA or their respective direct and
     indirect subsidiaries. In determining the persons to whom Options shall be
     granted, the Committee (as defined below) shall take into account such
     factors as the Committee shall deem relevant in connection with
     accomplishing the purposes of the Plan.

          (b) Members of the Committee. The Plan shall be administered by a
     committee (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.

          (c) Authority of the Committee. The Committee shall determine which
     officers and key employees of the Company or First USA or their respective
     direct and indirect subsidiaries shall receive Options 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 Plan, except
     for such member's own willful misconduct or as expressly provided by
     statute.
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     3.   Stock Reserved for the Plan.  The shares subject to the Plan shall
consist of 4,000,000 shares of Common Stock, subject to adjustment pursuant to
Section 4(h) hereof, which may be either authorized but unissued shares or
previously issued shares reacquired and held by the Company.  If any outstanding
Option under the Plan for any reason expires or is canceled or otherwise
terminated without having been exercised in full, the shares of Common Stock
allocable to the unexercised portion of such Option shall (unless the Plan shall
have been terminated) become available for subsequent grants of Options under
the Plan.

     4.  Terms and Conditions of Options.  Each Option granted pursuant to the
Plan shall be evidenced by a written agreement (the "Option Agreement") between
the Company and the person to whom such Option is awarded (the "Optionee"),
which Option Agreement shall comply with and be subject to the following terms
and conditions, except as otherwise determined by the Committee:

          (a) Number of Shares.  Each Option Agreement shall state the number of
     shares of Common Stock to which the Option relates.  No Optionee shall be
     granted an Option or Options for more than 250,000 shares of Common Stock
     during any fiscal year of the Company.  In the event that the aggregate
     Fair Market Value (determined as of the date the Option is granted) of the
     shares of Common Stock with respect to which Incentive Stock Options
     granted under this Plan and all other options plans of the Company, First
     USA and their respective direct and indirect subsidiaries become
     exercisable for the first time by an Optionee during any calendar year
     exceeds $100,000, Options granted in excess of such limit shall constitute
     Nonqualified Stock Options for all purposes.  The "Fair Market Value" of a
     share of Common Stock shall mean (i) if the shares of Common Stock are then
     traded on 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, (ii) if the shares of Common Stock are then listed on a
     national securities exchange, the closing sales price per share for the
     last preceding date on which there was a sale of such Common Stock on such
     exchange, or (iii) if the shares of Common Stock are not then traded in an
     over-the-counter market for listed on a national securities exchange, such
     value as the Committee in its discretion may determine.

          (b) Option Price.  Each Option Agreement shall state the exercise
     price per share of Common Stock (the "Option Price"), which shall be not
     less than one hundred percent (100%) of the Fair Market Value of the shares
     of Common Stock on the date of grant of the Option; provided, however, that
     if an Incentive Stock Option is granted to a person owning shares of the
     Company possessing more than 10% of the total combined voting power of all
     classes of shares of the Company as defined in section 422 of the Code (a
     "10% Shareholder"), the Option Price shall equal 110% of the Fair Market
     Value of the Common Stock at the time of grant.  The Option Price shall be
     subject to adjustment as provided in Section 4(h) hereof.

          (c) Payment of Option Price; Withholding.

               (i) Shares of Common Stock shall be issued to the Optionee upon
          payment in full either in cash (including through a Loan) or by an
          exchange of shares of Common Stock of the Company previously owned by
          the Optionee, or a combination of cash and shares, in an amount or
          having a combined value equal to the aggregate Option Price for the
          shares subject to the Option or portion thereof being exercised.  The
          value of the previously owned shares of Common Stock exchanged in full
          or partial payment for the shares purchased upon the exercise of an
          Option shall be equal to the aggregate Fair Market Value of such
          shares on the date of the exercise of such Option.  The Optionee shall
          be entitled to elect to pay all or a portion of the aggregate purchase
          price by having shares of Common Stock having a Fair Market Value on
          the date of exercise equal to the aggregate Option Price withheld by
          the Company or sold by a broker-dealer under circumstances meeting the
          requirements of 12 C.F.R. (S)220.

               (ii) The Company may defer making payment or delivery of any
          benefits under the Plan until satisfactory arrangements have been made
          for the payment of any tax attributable to any amounts payable on
          shares deliverable under the Plan.  To the extent authorized by the
          Committee, the Optionee shall be entitled to elect to pay all or a
          portion of all taxes arising in connection with the exercise of an
          Option by electing to (A) have the Company withhold shares of Common
          Stock, or (B) deliver other shares of Common Stock previously owned by
          the Optionee having a Fair Market Value equal to the amount to be


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          withheld; provided, however, that the amount to be withheld shall not
          exceed the Optionee's estimated total federal, state and local tax
          obligations associated with the transaction.  The Fair Market Value of
          fractional shares remaining after payment of the withholding taxes
          shall be paid to the Optionee in cash.  Such election by an Optionee
          who is subject to the reporting requirements of Section 16(a) of the
          Exchange Act shall be made in accordance with the requirements of Rule
          16b-3 and, to the extent necessary to comply with the requirements of
          Rule 16b-3 as from time to time in effect, shall not be permitted in
          respect of an exercise of an Option that occurs within six months of
          its grant.

         (d) Term and Exercise of Options.  Options shall be exercisable over
     the exercise period as and at the times and upon the conditions that the
     Committee may determine, as reflected in the Option Agreement; provided,
     however, that, under circumstances other than those set forth in Section
     4(h)(iii) hereof, the Committee shall have the authority to accelerate the
     exercisability of any outstanding Option at such time and under such
     circumstances as it, in its sole discretion, deems appropriate; and further
     provided, however, that such exercise period shall not exceed ten (10)
     years from the date of grant of such Option; and further provided, however,
     that an Incentive Stock Option granted to a 10% Shareholder shall have a
     term not exceeding five years from the date of grant.  The exercise period
     shall be subject to earlier termination as provided in Sections 4(e) and
     4(f) hereof.  An Option may be exercised, as to any or all full shares of
     Common Stock as to which the Option has become exercisable, by giving
     written notice of such exercise to the Committee or to such individual as
     the Committee may from time to time designate.

          (e) Termination Except as provided in this Section 4(e) and in Section
     4(o hereof, an Option may not be exercised unless the Optionee is then in
     the employ of the Company, First USA or one of their respective direct or
     indirect subsidiaries, and unless the Optionee has remained continuously so
     employed since the date of grant of the Option.  In the event that the
     employment of an Optionee shall terminate (other than by reason of death or
     disability), all Options of such Optionee that are exercisable at the time
     of such termination may, unless earlier terminated in accordance with their
     terms, be exercised within three (3) months after such termination;
     provided, however, that if the employment of an Optionee shall terminate
     for cause (as determined by the Committee), all Options theretofore granted
     to such Optionee shall, to the extent not theretofore exercised, terminate
     forthwith.  Nothing in the Plan or in any Option granted pursuant hereto or
     in a Loan granted pursuant hereto shall confer upon an individual any right
     to continue in the employ of the Company, First USA or their respective
     direct or indirect subsidiaries or interfere in any way with the right of
     the Company, First USA or direct or indirect subsidiaries to terminate such
     employment.

          (f) Death Disability or Retirement of Optionee.  If an Optionee shall
     die while employed by the Company, First USA or their respective direct or
     indirect subsidiaries, or within three (3) months after the termination of
     such Optionee's employment, other than for cause (as determined by the
     Committee), or if the Optionee's employment shall terminate by reason of
     disability, all Options theretofore granted to such Optionee (to the extent
     otherwise exercisable at the time of death or termination of employment)
     may, unless earlier terminated in accordance with their terms, be exercised
     by the Optionee or by the Optionee's estate or by a person who acquired the
     right to exercise such Option by bequest or inheritance or otherwise by
     reason of the death or disability of the Optionee, at any time within six
     (6) months (or such longer period as may be determined by the Committee in
     its sole discretion) after the date of death or disability of the Optionee.
     If Optionee terminates employment with the Company or First USA, or their
     subsidiaries, by reason of Retirement (as defined below), then the
     Committee, in its discretion, may determine whether or not the Option will
     vest in part or whole, and any additional terms applicable to such vesting.
     "Retirement" shall mean such circumstances determined as retirement in the
     sole discretion of the Committee.

          (g) Transferability of Options.  Options granted under the Plan shall
     not be transferable except (i) by will or by the laws of descent and
     distribution, or (ii) as specifically provided in this Section 4(g). Any
     Optionee may transfer Options to members of his or her Immediate Family (as
     defined in this Section 4(g)) if (i) the Option Agreement with respect to
     such Options so provides, (ii) such Option Agreement was approved by the
     Compensation Committee, and (iii) the Optionee does not receive any
     consideration for the transfer.  "Immediate Family" refers to children,
     grandchildren and spouse of the Optionee or one or more trusts for the
     benefit of such family members or partnerships in which such family members
     are the only partners.  Any Option Agreement 


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     may be amended to provide for the transferability feature as outlined
     above, provided that such amendment must be approved by the Committee. Any
     Option not granted pursuant to an Option Agreement expressly permitting its
     transfer or amended expressly to permit its transfer shall not be
     transferable. Options may be exercised, during the lifetime of the
     Optionee, only by the Optionee or by his guardian or legal representative
     or his transferee as permitted under this Section 4(g).

               (h) 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 a
          recapitalization resulting in stock splits, or combinations or
          exchanges of such shares, the number or class of shares of Common
          Stock available for Options, the number or class of such shares
          covered by outstanding Options, and the price per share of such
          Options 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 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 Options
          as it deems appropriate in its sole discretion.

               (ii) In the event of the proposed dissolution or liquidation of
          the Company, in the event of any corporate separation or division,
          including, but not limited to, split-up, split-off or spin-off, or in
          the event of a merger or consolidation of the Company with another
          corporation, the Committee may provide that the holder of each Option
          then exercisable shall have the right to exercise such Option (at its
          then aggregate Option Price) solely for the kind and amount of shares
          of stock and other securities, property, cash or any combination
          thereof receivable upon such dissolution, liquidation, or corporate
          separation or division, or merger or consolidation by a holder of the
          number of shares of Common Stock for which such Option might have been
          exercised immediately prior to such dissolution, liquidation, or
          corporate separation or division, or merger or consolidation.

               (iii) For purposes of the Plan, the "FUSA Companies" shall be
          defined to include First USA, so long as First USA owns or controls at
          least 25% of the outstanding voting securities of the Company, and the
          Company.  If while unexercised Options remain 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 FUSA Companies
               (not including in the securities beneficially owned by such
               Person any securities acquired directly from the FUSA Companies
               or any of their affiliates) representing 25% or more of the
               combined voting power of either of the FUSA Companies' then
               respective outstanding voting securities. For purposes of this
               Plan, "Person" shall mean any person (as defined in Section
               3(a)(9) of the Securities 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 a FUSA Company, (2) a FUSA
               Company or any of their 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 a FUSA Company in substantially the same
               proportions as their ownership of the FUSA Company; or

                    (B) during any period of up to two consecutive years (not
               including any period prior to the 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 directors of a FUSA Company) whose appointment or
               election by the respective Board of Directors or nomination for
               election by the respective FUSA Companies' stockholders was
               approved by a vote of at least two-thirds (2/3) of the applicable
               directors then still in office who either were directors at the
               beginning of such period or whose 

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               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 a FUSA
               Company with any other corporation or the stockholders of a FUSA
               Company approve the issuance of voting securities of the
               respective FUSA Company in connection with a merger or
               consolidation of the respective FUSA Company (or any direct or
               indirect subsidiary of the respective FUSA Company) pursuant to
               applicable stock exchange requirements, other than (i) a merger
               or consolidation with First USA Financial, Inc. or one of its
               direct or indirect subsidiaries, or (ii) a merger or
               consolidation which would result in the voting securities of the
               respective FUSA 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
               respective FUSA Company, at least 75% of the combined voting
               power of the voting securities of the respective FUSA Company or
               such surviving entity or any parent thereof Outstanding
               immediately after such merger or consolidation, or (iii) a merger
               or consolidation effected to implement a recapitalization of the
               respective FUSA Company (or similar transaction) in which no
               Person is or becomes the beneficial owner, directly or
               indirectly, of securities of the respective FUSA Company (not
               including in the securities beneficially owned by such Person,
               any securities acquired directly from the respective FUSA Company
               or its subsidiaries other than in connection with the acquisition
               by the respective FUSA Company or its subsidiaries of a business)
               representing 25% or more of either the then outstanding shares of
               common stock of the respective FUSA Company or the combined
               voting power of the respective FUSA Company's then outstanding
               securities; or

                    (D) the stockholders of a FUSA Company approve a plan of
               complete liquidation or dissolution of the respective FUSA
               Company or there is consummated an agreement for the sale or
               disposition by the respective FUSA Company of all or
               substantially all of the respective FUSA Company's assets, other
               than a sale or disposition by the respective FUSA Company of all
               or substantially all of the respective FUSA 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 respective FUSA Company immediately prior to
               such sale;

          then from and after the date on which public announcement of 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 (the applicable date being referred
          to hereinafter as the "Acceleration Date"), all then outstanding
          Options shall be exercisable in full, whether or not otherwise
          exercisable.  Following the Acceleration Date, the Committee shall, in
          the case of a merger, consolidation or sale or disposition of assets,
          promptly make an appropriate adjustment to the number and class of
          shares of Common Stock available for Options, and to the amount and
          kind of shares of other securities or property receivable upon
          exercise of any outstanding Options after the effective date of such
          transaction, and the price thereof

               (iv) 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.

               (v) 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.

               (vi) Except as expressly provided in this Section 4(h), the
          Optionee 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 

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          or any other increase or decrease in the number 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 number or price of shares of Common Stock subject to the
          Option. The grant of an Option 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.

          (i) Rights as a Stockholder.  An Optionee or a transferee of an Option
     shall have no rights as a stockholder with respect to any shares covered by
     the Option until the date of the issuance of a stock certificate to him or
     her for such shares.  No adjustment shall be made for dividends (ordinary
     or extraordinary, whether in cash, securities or other property) or the
     distribution of other rights for which the record date is prior to the date
     of such stock certificate is issued, except as provided in Section 4(h)
     hereof.

          (j) Other Provisions.  The Option Agreements authorized under the Plan
     shall contain such other provisions not inconsistent with this Plan
     including, without limitation, the imposition of restrictions upon the
     exercise of an Option, as the Committee shall deem advisable.

     5.  Nonemployee Director Options.  Notwithstanding any of the other
provisions of the Plan to the contrary, the provisions of this Section 5 shall
apply only to grants of Options to Nonemployee Directors.  Except as set forth
in this Section 5, the other provisions of the plan shall apply to grants of
Options to Nonemployee Directors to the extent not inconsistent with this
Section 5.  For purposes of interpreting Section 4(e) hereof, a Nonemployee
Director's service as a member of the Board shall be deemed to be employment
with the Company.

          (a) General.  Nonemployee Directors shall receive Options in
     accordance with this Section 5 and may not be granted or other awards under
     this Plan.  The Option Price per share of Common Stock purchasable under
     Options granted to Nonemployee Directors shall be the Fair Market Value of
     a share on the date of grant.  No Option Agreement with any Nonemployee
     Director may alter the provisions of this Section 5.

          (b) Automatic Grants.  An Option to purchase 5,000 shares of Common
     Stock shall be granted automatically, without action by the Committee, (i)
     on the date following the Underwritten Offerings at an exercise price equal
     to the Initial Public Offering price less the underwriting discount per
     share, to each then Nonemployee Director and (ii) on the date following the
     date on which a new Nonemployee Director shall be elected or appointed, to
     such new Nonemployee Director.  On the date following each annual meeting
     of stockholders commencing with the first annual meeting after the
     Underwritten Offerings, each Nonemployee Director (other than a Nonemployee
     Director who is first elected at such annual meeting) shall be granted
     automatically, without action by the Committee, an Option to purchase 2,500
     shares of Common Stock.

          (c) Exercisability.  Each Option shall be fully exercisable on the
     date the Option is granted.

          (d) Duration.  Each Option granted to a Nonemployee Director shall
     expire on the first to occur of (i) the tenth anniversary of the date of
     grant of the Option, and (ii) ninety days following the Nonemployee
     Director's termination of service as a member of the Board other than for
     cause.  The Committee may not provide for an extended exercise period
     beyond the periods set forth in this Section 5.

     6.  Loan Provisions.  Subject to the provisions of the Plan and all
applicable federal and state laws, rules and regulations, the Committee shall
have the authority to approve the making of Loans pursuant hereto to Optionees
(on such terms and conditions as the Committee shall determine), in order to
enable such Optionees to purchase shares in connection with the Underwritten
Offerings.  Loans shall be evidenced by a promissory note or other agreement,
signed by the borrower, which shall contain provisions for repayment and such
other terms and conditions as the Committee shall determine.

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<PAGE>
 
     7.  Term of Plan.  Options may be granted pursuant to the Plan from time to
time within a period of ten (10) 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.  The Board may at the 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 shareholder approval under applicable law or in
order for the exemptions available under Rule 16b-3 to be applicable to the Plan
and the Optionees 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 Optionee, without
such Optionee's consent, under any Option theretofore granted under the Plan.

     9.  Effective Date.  The Plan shall become effective as of the consummation
of the Underwritten Offerings, subject to the receipt of approval of the Plan by
the sole stockholder of the Company entitled to vote thereon.

     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.

     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 as of February 7, 1996 and approved
by the sole stockholder of the Company as of February 7, 1996.

                                       7
<PAGE>
 
                            FIRST AMENDMENT TO THE
                          FIRST USA PAYMENTECH, INC.
                            1996 STOCK OPTION PLAN
                            ----------------------
                                        
     WHEREAS, First USA Paymentech, Inc. a Delaware corporation (the "Company"),
has heretofore maintained the First USA Paymentech, Inc. 1996 Stock Option Plan
(the "Plan") for the benefit of certain employees; and

     WHEREAS, the Company considers it advisable to amend the Plan to clarify
the original intent of the Plan with respect to the full vesting of options upon
the death or disability of an Optionee; and

     WHEREAS, pursuant to Section 8 of the Plan, the Board of Directors of the
Company approved this Amendment on October 15, 1996;

     NOW, THEREFORE, the Company hereby amends the Plan by deleting Paragraph
(f) of Section 4 of the Plan in its entirety and inserting therefore the
following:
          (f) Death, Disability or Retirement of Optionee.  If an Optionee shall
     die while employed by the Company, First USA or one of their respective
     direct or indirect subsidiaries, or if the Optionee's employment shall
     terminate by reason of disability, all Options theretofore granted to such
     Optionee shall fully vest and be 100% exercisable and may, unless earlier
     terminated in accordance with their terms, be exercised by the Optionee or
     by the Optionee's estate or by a person who acquired the right to exercise
     such Option by bequest or inheritance or otherwise by reason of the death
     or disability of the Optionee, at any time within six (6) months (or such
     longer period as may be determined by the Committee in its sole discretion)
     after the date of death or disability of the Optionee.  If Optionee
     terminates employment with the Company or First USA, or one of their
     subsidiaries, by reason of Retirement (as defined below), then the
     Committee, in its discretion, may determine whether or not the Option will
     vest in part or whole, and any additional terms applicable to such vesting.
     "Retirement" shall mean such circumstances determined as retirement in the
     sole discretion of the Committee.  If an Optionee shall die within three
     (3) months after the termination of such Optionee's employment, other than
     for cause (as determined by the Committee), all Options theretofore granted
     to such Optionee (to the extent such Options were exercisable at the time
     of death) may, unless earlier terminated in accordance with their terms, be
     exercised by the Optionee's estate or by a person who acquired the right to
     exercise such Option by bequest or inheritance or otherwise by reason of
     the death of the Optionee, at any time within six (6) months (or such
     longer period as may be determined by the Committee in its sole discretion)
     after the date of death of the Optionee.

     IN WITNESS WHEREOF, the Company has adopted this amendment as of the
Effective Date.

                                     FIRST USA PAYMENTECH, INC.

                                     By:  /s/ Philip Taken
                                         --------------------------------

                                         Title: Senior Vice President, General
                                                 Counsel and Assistant Secretary