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                                                                   EXHIBIT 10.11

Associates First Capital Corporation
Incentive Compensation Plan
Stock Option Award Agreement - 1999


You have been selected to become a Participant in the Associates First Capital
Corporation Incentive Compensation Plan (the "Plan") for 1999, through this
grant of a nonqualified stock option (the "Stock Option" or "Option") as
specified below:

PARTICIPANT:
            --------------------------------------------------

ADDRESS:    
        ------------------------------------------------------

        ------------------------------------------------------

OPTION NO.:                                                           
           --------------------------------

DATE OF GRANT:                                                       
              -----------------------------

NUMBER OF SHARES COVERED BY THIS AGREEMENT:
                                           -------------------------------

OPTION PRICE:                                                        
             ------------------------------

DATE OF EXPIRATION:                                              
                   ------------------------

Except as hereinafter provided, you may exercise this Option in accordance with
the following vesting schedule:


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
          Percentage       Number of Shares Available         Cumulative Number of Shares
Date      Exercisable      for Purchase as of this Date*      Available for Purchase*
------------------------------------------------------------------------------------------
<S>       <C>              <C>                                <C>
            331/3%             _______________Shares               _______________Shares
------------------------------------------------------------------------------------------
            662/3%             _______________Shares               _______________Shares**
------------------------------------------------------------------------------------------
              100%             _______________Shares               _______________Shares**
------------------------------------------------------------------------------------------
</TABLE>

         THIS AGREEMENT, effective as of the Date of Grant set forth above,
represents the grant of an Option to purchase shares of the Class A Common Stock
("Shares") of Associates First Capital Corporation, a Delaware corporation (the
"Company"), to the Participant named above, pursuant to the provisions of the
Plan.

--------
         *     Number of Shares may reflect rounding to extent necessary to
               avoid fractional Shares.

         **    Numbers listed assume no exercise has yet occurred under this
               Option.


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         The Plan provides a description of certain terms and conditions
governing the Option. In the event of any inconsistency between the terms of
this Agreement and the terms of the Plan, the Plan's terms shall completely
supersede and replace the conflicting terms of this Agreement. All capitalized
terms shall have the meanings ascribed to them in the Plan, unless specifically
set forth otherwise herein. The parties hereto agree as follows:

1.       GRANT OF STOCK OPTION. The Participant is hereby granted an Option to
         purchase the number of Shares set forth above, at the stated Option
         Price (as set forth on page 1 of this Agreement), which is 100 percent
         of the Fair Market Value of a Share on the Date of Grant, in the manner
         and subject to the applicable terms and conditions of the Plan and this
         Agreement.

2.       EXERCISE OF STOCK OPTION. Except as otherwise provided in this
         Agreement, the Participant may exercise this Option as provided in
         Section 3 of this Agreement and according to the vesting schedule set
         forth on page 1 of this Agreement, provided that no exercise may occur
         prior to the end of one (1) year following the Date of Grant or
         subsequent to the close of business on the Date of Expiration (as set
         forth on page 1 of this Agreement).

         This Option may be exercised in whole or in part, but not for less than
         25 Shares at any one time, unless fewer than 25 Shares then remain
         subject to the Option, and the Option is then being exercised as to all
         such remaining Shares. The Option may be exercised only for full
         Shares; no Option is exercisable for fractional Shares.

3.       PROCEDURE FOR EXERCISE OF OPTION. Exercise of this Option may be
         initiated on any business day by delivery of a notice of exercise (on
         such form as may be specified and provided by the Company or its
         designee) (the "Notice of Exercise") to the Company or its designee, or
         by such other method as the Company specifies. The Company may at any
         time change the time and/or manner in which the Option may be
         exercised.

         (a)      Payment of Option Price: The Option Price shall be payable (i)
                  in cash in the form of currency or check or other cash
                  equivalent acceptable to the Company; (ii) by tendering
                  previously acquired, nonforfeitable, nonrestricted Shares
                  (provided that any Shares so tendered must have been owned by
                  the Participant for at least six months prior to their
                  tender); or (iii) by a combination of the foregoing methods.
                  The requirement of payment in cash may be satisfied through a
                  "cashless exercise" as described in Section 3(b).

         (b)      Cashless Exercise: A Participant may direct, through the
                  Company's designee or in such other manner as the Company may
                  specify from time to time, a broker that is a member of the
                  National Association of Securities Dealers, Inc. to sell a
                  sufficient number of the Shares being purchased pursuant to
                  the exercise so that the net proceeds of the sale transaction
                  will at least equal the aggregate Option Price, plus interest
                  (if any) at the applicable federal rate (as "applicable
                  federal rate" is defined in Section 1274 of the Code) for the
                  period from the date of exercise to the date of payment, and
                  to deliver the aggregate Option Price, plus


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                  such interest (if any), to the Company not later than the date
                  on which the sale transaction will settle in the ordinary
                  course of business (such a broker-assisted transaction to be
                  referred to herein as a "cashless exercise").

         (c)      Share Price: Any Share purchased (and sold, in the case of a 
                  cashless exercise) pursuant to exercise of the Option shall be
                  valued on the basis of such Share's fair market value as of
                  the date on which exercise of the Option is completed (or, if
                  exercise of the Option is completed over a period of more than
                  one day, on the basis of the average fair market value during
                  such period). Any Share tendered by the Participant in payment
                  of all or any part of the Option Price shall be valued on the
                  basis of such Share's fair market value as of the date on
                  which such Share is exchanged in order to effectuate exercise
                  of the Option.

         (d)      Delivery to Participant: As soon as practicable following the
                  date on which the purchase (and sale, in the case of a
                  cashless exercise) of Shares pursuant to the Option will
                  settle in the ordinary course of business, the Company shall
                  cause, in accordance with the Participant's election and in
                  any case net of transaction fees (if any) and tax withholding
                  (if applicable pursuant to Section 3(e)), the following to
                  occur:

                  (i)      Certificates for the Shares purchased to be delivered
                           to the Participant;

                  (ii)     The number of Shares purchased to be credited to a
                           brokerage account specified by the Participant on the
                           Notice of Exercise; or

                  (iii)    In the event of a cashless exercise, any proceeds of
                           the sale transaction remaining after delivery to the
                           Company of the aggregate Option Price (plus any
                           interest, as described in Section 3(b)) to be
                           delivered to the Participant in the manner specified
                           by the Participant on the Notice of Exercise.

                  If a Participant elects either (i) or (ii), to the extent such
                  Participant has elected a cashless exercise of the Option, the
                  number of Shares subject to this Section 3(d) shall be only
                  the number of Shares remaining after the sale transaction
                  described in Section 3(b).

         (e)      Withholding:  If the Company is required by law to withhold
                  any federal, state, local or foreign taxes in connection with
                  exercise of an Option, the Participant shall either (i) pay
                  such taxes, in addition to the Option Price, in conjunction
                  with electing exercise of the Option or (ii) elect either (A)
                  to have such taxes withheld from any cash payment of proceeds
                  pursuant to a cashless exercise or (B) to satisfy all or any
                  part of any such withholding obligation by surrendering to the
                  Company (either directly or through its designee) a portion of
                  the Shares issued or transferred to the Participant pursuant
                  to exercise of the Option. To the extent that a Participant
                  elects to meet any withholding obligation by surrendering
                  Shares, the Shares so surrendered shall be credited against
                  any such withholding obligation at the fair market value per
                  Share on the date of such surrender; provided,


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                  however, if the Participant is subject to Section 16 of the
                  Exchange Act, such election shall be subject to approval by
                  the Committee if such approval is then required by Rule 16b-3
                  of the General Rules and Regulations promulgated under the
                  Exchange Act. All withholding elections shall be irrevocable.

4.       TERMINATION OF EMPLOYMENT.

         (a)      By Retirement, Disability or death:  In the event of a
                  Participant's termination of employment due to Retirement,
                  Disability or death ("Retirement" and "Disability" as
                  hereinafter defined), the Option shall continue in effect and
                  shall become fully vested and exercisable during the
                  applicable periods in accordance with the provisions hereof.
                  For purposes of this Agreement, termination of a Participant's
                  employment due to "Retirement" shall mean a voluntary
                  termination of employment with the Company on or after such
                  date as the Participant is eligible for a pension under the
                  Company's defined benefit pension plan as then in effect. The
                  term "Disability" when used herein shall mean complete and
                  total disability as determined under the Company's long-term
                  disability plan as in effect at the time of such
                  determination. In the event of the Participant's death prior
                  to exercise of this Option in whole, the beneficiary
                  designated or deemed to be designated pursuant to Section 8
                  hereof or, if such beneficiary is an estate, the executor or
                  administrator of the estate or the person or persons to whom
                  the Option shall have been validly transferred by the executor
                  or the administrator pursuant to will or the laws of descent
                  and distribution, shall have the right to exercise the Option,
                  when vested, in accordance with the provisions hereof.

         (b)      By termination for Cause or resignation: In the event of the
                  resignation of employment by the Participant or termination of
                  the Participant's employment by the Company for Cause (as
                  hereinafter defined), the Option shall be forfeited effective
                  as of the date of such resignation or termination, and the
                  Participant's right to exercise this Option shall cease. For
                  purposes of this Agreement, a termination by the Company for
                  "Cause" shall mean a termination resulting from (a) action by
                  the Participant involving willful malfeasance, (b) the
                  Participant's unreasonable neglect or refusal to perform such
                  Participant's duties for the Company, (c) the Participant
                  being convicted of a felony, (d) the Participant engaging in
                  any activity that is directly or indirectly in competition
                  with the Company or any affiliate or in any activity that is
                  inimical to the best interests of the Company or any
                  affiliate, or (e) the Participant's violation of Company
                  policy covering standards of corporate conduct. If the Company
                  terminates the Participant's employment for Cause, all of the
                  Company's obligations under this Agreement shall thereupon
                  cease and terminate.

         (c)      By termination other than for Cause: In the event of a
                  termination of the Participant's employment for reasons other
                  than Retirement, Disability, death, termination by the Company
                  for Cause or resignation, the portion of the Option that is
                  vested as of the date of termination of active employment may
                  be exercised to the extent permitted under the provisions
                  hereof until the earlier of (i) the Date


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                  of Expiration (as set forth on page 1 of this Agreement) or
                  (ii) the close of business on the 90th day following the date
                  of termination of employment. No other rights under this
                  Agreement shall continue in effect or continue to accrue from
                  the date of termination forward.

5.       EFFECT OF COMPETITIVE ACTIVITY OR INIMICAL CONDUCT.

         (a)      Anything contained herein to the contrary notwithstanding, the
                  right of the Participant to exercise the Option shall remain
                  effective only if, during the entire period from the Date of
                  Grant (as set forth on page 1 of this Agreement) to the date
                  of such exercise, the Participant shall have earned the Option
                  by refraining from engaging in any activity that is directly
                  or indirectly in competition with any activity of the Company
                  or any Company Subsidiary (as hereinafter defined) or
                  affiliate thereof. The term "Company Subsidiary" when used
                  herein shall mean any corporation a majority of the voting
                  stock of which is owned directly or indirectly by the Company.

         (b)      In the event of the Participant's nonfulfillment of the
                  condition set forth in Section 5(a), the Participant's right
                  to exercise such Option shall cease; provided, however, that
                  the nonfulfillment of such condition may at any time be waived
                  by the Committee upon its determination, in its sole judgment,
                  that there shall not have been and will not be any substantial
                  adverse effect upon the Company or any Company Subsidiary or
                  affiliate thereof by reason of the nonfulfillment of such
                  condition.

         (c)      The right of the Participant to exercise the Option shall
                  cease on and as of the date on which it has been determined by
                  the Committee that the Participant at any time acted in a
                  manner inimical to the best interests of the Company or any
                  Company Subsidiary or affiliate thereof. Conduct that
                  constitutes engaging in an activity that is directly or
                  indirectly in competition with any activity of the Company or
                  any Company Subsidiary or affiliate thereof shall be governed
                  by Sections 5(a) and 5(b) and shall not be subject to any
                  determination under this Section 5(c).

6.       RESTRICTIONS ON EXERCISE AND TRANSFER. This Option (a) shall be
         exercisable during the Participant's lifetime only by the Participant
         or, in the event of the Participant's legal incapacity, by the
         Participant's legal guardian or representative acting in a fiduciary
         capacity on behalf of the Participant under state law and court
         supervision, and (b) may not be sold, transferred, pledged, assigned or
         otherwise alienated or hypothecated, other than by will or by the laws
         of descent and distribution.

7.       RECAPITALIZATION. In the event of any change in capitalization of the
         Company (such as a stock split, stock dividend or combination of
         shares), corporate transaction (such as any merger, consolidation,
         separation, including a spin-off, or other distribution of stock or
         property of the Company), reorganization (whether or not such
         reorganization comes within the definition of such term in Code Section
         368) or partial or complete liquidation of the Company, an adjustment
         may be made in the number and class of Shares subject to


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         this Option, as well as the Option Price, as may be determined to be
         appropriate and equitable by the Committee, in its sole discretion, to
         reflect such change in capitalization, corporate transaction,
         reorganization or partial or complete liquidation.

8.       BENEFICIARY DESIGNATION. The Participant may designate a beneficiary or
         beneficiaries (who may be named contingently or successively) who, in
         the event of the Participant's death prior to exercise of this Option
         in whole, shall be entitled to exercise any unexercised portion of the
         Option. Any such beneficiary designation shall be made by the
         Participant in writing (on the appropriate form as provided by the
         Company) and shall automatically revoke all prior designations by the
         Participant. The Participant may, at any time and from time to time,
         change or revoke such designation. A beneficiary designation, or
         revocation of a prior beneficiary designation, shall be effective only
         if it is signed by the Participant and received by the Company prior to
         the Participant's death. If the Participant does not designate a
         beneficiary or all beneficiaries die prior to exercise of any
         unexercised portion of the Option, the Participant's estate shall be
         deemed to be the beneficiary. If a beneficiary dies after having
         exercised at least a portion of the Option, the beneficiary's estate
         shall be deemed to be the beneficiary of any remaining unexercised
         portion of the Option.

9.       RIGHTS AS A STOCKHOLDER. The Participant shall have no rights as a
         stockholder of the Company with respect to the Shares subject to this
         Agreement until such time as the Option Price has been paid and the
         Shares have been issued and delivered to him or her.

10.      NO RIGHT OF EMPLOYMENT. Nothing in this Agreement shall interfere with
         or limit in any way the right of the Company to terminate the
         employment of the Participant at any time, with or without reason; nor
         shall anything in this Agreement be deemed to create or confer upon the
         Participant or any other individual any rights to employment of any
         kind or nature whatsoever for any period of time or at any particular
         rate of compensation, including, without limitation, any right to
         continue in the employ of the Company.

11.      COMPLIANCE WITH LAW. The Company shall make reasonable efforts to
         comply with all applicable federal and state securities laws or other
         applicable securities laws; provided, however, notwithstanding any
         other provision of this Agreement, the Option shall not be exercisable
         if the exercise thereof would result in a violation of any such law.
         The Committee may impose such restrictions, including restrictions on
         transferability, on any Shares acquired pursuant to the exercise of
         this Option as the Committee may deem advisable, including, without
         limitation, restrictions under United States federal securities laws or
         other applicable securities laws, under the requirements of any
         securities exchange or market upon which such Shares are then listed
         and/or traded and/or under any blue sky or state securities laws
         applicable to Shares.

12.      MISCELLANEOUS.

         (a)      This Agreement and the rights of the Participant hereunder are
                  subject to all the terms and conditions of the Plan, as the
                  same may be amended from time to time, as well as to such
                  rules and regulations as the Committee may adopt for
                  administration of the Plan. It is expressly understood that
                  the Committee is authorized to administer, construe and make
                  all determinations necessary or


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                  appropriate to the administration of the Plan and this
                  Agreement, all of which shall be binding upon the Participant.

         (b)      Pursuant to the terms of the Plan, (i) the Board may at any
                  time, and from time to time, in its sole discretion alter,
                  amend, suspend or terminate the Plan in whole or in part for
                  any reason or for no reason, and (ii) the Committee may make
                  adjustments to this Option and Agreement in recognition of
                  unusual or nonrecurring events affecting the Company or the
                  financial statements of the Company and/or changes in
                  applicable laws, regulations or accounting principles whenever
                  the Committee determines that such adjustments are
                  appropriate; provided, however, that no alteration, amendment,
                  suspension or termination of the Plan shall adversely affect
                  in any material way the Participant's vested rights under this
                  Agreement without the written consent of the Participant.
                  Notwithstanding the foregoing, the Committee may modify,
                  without the Participant's consent, this Option and Agreement
                  to recognize differences in local law, tax policy or custom if
                  the Participant is a foreign national or employed outside the
                  United States.

         (c)      The Participant agrees to take all steps necessary to comply
                  with all applicable provisions of federal and state securities
                  law and other applicable securities laws in exercising his or
                  her rights under this Agreement.

         (d)      This Agreement shall be subject to all applicable laws, rules,
                  and regulations, and to such approvals by any governmental
                  agencies or national securities exchanges as may be required.

         (e)      All obligations of the Company under the Plan and this
                  Agreement, with respect to this Option, shall be binding on
                  any successor to the Company, whether the existence of such
                  successor is the result of a direct or indirect purchase,
                  merger, consolidation, or otherwise, of all or substantially
                  all of the business and/or assets of the Company.

         (f)      To the extent not preempted by United States federal law or
                  other comparable law, this Agreement shall be construed in
                  accordance with and governed by the laws of the State of
                  Texas.

         (g)      The grant of the Option to the Participant is completely
                  discretionary. Neither the Participant nor any other
                  individual shall have any right to be selected to receive a
                  grant under the Plan or, having been so selected, to be
                  selected to receive a future grant; nor shall anything in this
                  Agreement create or confer, or be deemed to create or confer,
                  upon any Employee or other individual any such right.



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         IN WITNESS WHEREOF, this Agreement is executed effective as of the Date
of Grant.

                               ASSOCIATES FIRST CAPITAL CORPORATION


                               By:  
                                  ---------------------------------------------
                                   Michael E. McGill, Executive Vice President

The undersigned Participant hereby acknowledges receipt of this Agreement and
accepts the Option subject to the applicable terms and conditions set forth
herein and in the Plan.


Participant's Signature:                            Date:                
                        -------------------------        ----------------------

Note:  Please sign the Agreement, make a copy for your records, and return the
original to:

Compensation Committee
c/o John W. Lee
Associates First Capital Corporation
P.O. Box 660237
Dallas, TX 75266-0237

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