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                                                                   EXHIBIT 10.20




ASSOCIATES FIRST CAPITAL CORPORATION
LONG-TERM EQUITY COMPENSATION PLAN
STOCK OPTION AWARD AGREEMENT - 1996


You have been selected to be a Participant in the Associates First Capital
Corporation Long-Term Equity Compensation Plan (the "Plan") for 1996, through
this grant of nonqualified stock options/tandem stock appreciation rights
(hereinafter for purposes of this Agreement referred to as "Stock Options" or
"Options"), as specified below:


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

ADDRESS:                                    
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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:

                        
                                                             
                  NUMBER OF SHARES SUBJECT TO       CUMULATIVE NUMBER OF SHARES 
    DATE            OPTION WHICH BECOMES              AVAILABLE FOR EXERCISE
                   EXERCISABLE ON THIS DATE

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

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

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               THIS AGREEMENT, effective commencing as of the morning of, but 
prior to, commencement of trading on the New York Stock Exchange on the Date of
Grant set forth above, represents the grant of a stock option by Associates
First Capital Corporation, a Delaware corporation (the "Company"), to the
Participant named above, pursuant to the provisions of the Plan.
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                 The Plan provides a description of certain terms and
conditions governing the Option. If there is 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 Company hereby grants to the Participant an
         Option to exercise the number of Shares set forth above, at the stated
         Option Price, 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 hereinafter provided, the
         Participant may exercise this Option as provided in Article 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 (shown on page 1 of this
         Agreement).

         This Option may be exercised in whole or in part, but not for less
         than 50 Shares at any one time, unless fewer than 50 Shares then
         remain subject to the Option, and the Option is then being exercised
         as to all such remaining Shares.  Options may be exercised only for
         full Shares may; no Option is exercisable for fractional Shares.

3.       PROCEDURE FOR EXERCISE OF OPTION. This Option may be exercised only
         during a "Window Period" (as defined below), by delivery of the Notice
         of Exercise to the Company, addressed to the attention of its
         Compensation Committee, c/o John Lee.  "Window Period" means the
         period beginning on the third (3rd) business day following the date of
         public release of the Company's quarterly sales and earnings
         information, and ending on the twelfth (12th) business day following
         such date.  Notwithstanding the foregoing and except with respect to
         Insiders as specified below, the Company may at any time in its sole
         discretion, change, extend, or eliminate a window period or otherwise
         designate the times at which the Option may be exercised.  The
         Participant shall elect on the Notice of Exercise whether the stock
         option or the stock appreciation rights portion of the award is being
         exercised.  Exercise of the stock option portion shall cancel the
         corresponding portion represented by stock appreciation rights, and
         exercise of the stock appreciation rights portion shall cancel the
         corresponding portion represented by stock options.

         (a)     Exercise of stock appreciation rights portion of award.  If
                 the stock appreciation rights portion of the Option is
                 exercised, the Participant shall elect one of the two
                 following alternatives:

                 (i)      Payout in cash:  If this alternative is elected, the
                          Company shall pay to the Participant in cash (or by
                          check) an amount equal to (A) the excess of the Fair
                          Market Value of a Share on the date of exercise (as
                          determined by the Committee or its designee), over
                          the Option Price, multiplied by (B) the




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                          number of Shares under the Option being exercised. 
                          Applicable taxes shall be withheld from the cash
                          payout.  Participants who are notified by the Company
                          that they are Insiders may elect this alternative,
                          subject to Committee approval, only within a Window
                          Period.
        
                 (ii)     Payout in Stock:  If this alternative is elected, the
                          Company shall deliver to the Participant the number
                          of whole Shares of Company Stock necessary to deliver
                          to the Participant value equal to (A) the excess of
                          the Fair Market Value of a Share on the date of
                          exercise (as determined by the Committee or its
                          designee), over the Option Price, multiplied by (B)
                          the number of Shares under the Option being
                          exercised, minus (C) the withholding taxes.

         (b)     Exercise of Stock Option portion of award.  If the Stock
                 Option portion of the Option is exercised, the Participant
                 shall deliver to the Company the Option Price in full either:
                 (i) in cash or its equivalent; (ii) by tendering previously
                 acquired Shares having an aggregate Fair Market Value at the
                 time of exercise equal to the Option Price (provided that the
                 Shares so tendered must have been held by the Participant for
                 at least six months prior to their tender); or (iii) by a
                 combination of (i) and (ii).  As soon as practicable following
                 exercise, the Company shall deliver to the Participant
                 certificates for the Shares purchased, net of tax withholding
                 as provided below, if applicable.

                 The Company shall have the right to deduct or withhold, or
                 have the Participant remit to the Company, an amount
                 sufficient to satisfy Federal, state, and local taxes
                 (including the Participant's FICA obligation) required by law
                 to be withheld with respect to such exercise.  The Participant
                 may elect in connection with an exercise under this Section
                 3(b), subject to the approval of the Committee, to satisfy the
                 withholding requirement, in whole or in part, by having the
                 Company withhold Shares having an aggregate Fair Market Value
                 on the date of exercise equal to the amount required to be
                 withheld.  All elections shall be irrevocable and in writing,
                 and shall be signed by the Participant in advance of the date
                 the transaction becomes taxable.  In addition, any such
                 election by Participants who have been notified by the Company
                 that they are Insiders must be either:

                 (i)      Delivered to the Committee at least six (6) months
                          prior to the date specified by the Participant on
                          which the exercise of the Option is to occur; or

                 (ii)     Be made pursuant to an exercise of an Option which
                          occurs during a Window Period.

         4.      TERMINATION OF EMPLOYMENT:

         (a)     By Retirement, Disability or death:  In the event of a
                 Participant's Retirement, Disability or death, the Option
                 shall continue in effect and shall become fully vested





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                 and exercisable during the applicable periods in accordance
                 with the provisions hereof.   In the event of the Participant's
                 death, the beneficiary designated pursuant to Article 8 hereof,
                 or if no such beneficiary is designated or deemed to be
                 designated or if none survives such Participant, the executor
                 or administrator of the estate of the decedent 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 transfer to Ford or Ford Subsidiaries:  In the event the
                 Participant transfers to Ford Motor Company ("Ford") or a Ford
                 Subsidiary (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.  The term "Ford Subsidiary" when used herein shall
                 mean any corporation a majority of the voting stock of which
                 is owned directly or indirectly by Ford.

         (c)     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, 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 the Plan, a
                 termination by the Company for Cause shall include termination
                 resulting from (a) action by the Participant involving willful
                 malfeasance, (b) the Participant's unreasonable neglect or
                 refusal to perform the executive duties assigned to the
                 Participant, (c) the Participant's being convicted of a
                 felony, (d) the Participant's 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.

         (d)     By termination other than for Cause or within 12 months of a
                 Change in Control:  In the event that the Participant's
                 employment is terminated by the Company other than for Cause,
                 or a Change in Control occurs that results in termination of
                 the Participant's employment by the Company other than for
                 Cause within 12 months of a Change in Control, the Option
                 shall become vested upon the date of that termination and
                 shall be exercisable to the extent permitted under the
                 provisions hereof until the Date of Expiration (as shown on
                 page 1 of this Agreement).  For purposes of this Article,
                 "Change in Control" means any of the following:

                          (i)     Any merger, consolidation or similar
                                  combination with or involving the Company, as
                                  of the date of the conclusion of such event,
                                  other than a merger, consolidation or similar
                                  combination of the Company with Ford or any
                                  of its affiliates;





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                          (ii)    Any transaction or series of transactions
                                  that results in the sale or divestiture of
                                  all or substantially all of the Company's
                                  assets, as of the conclusion of such
                                  transaction or series of transactions;

                          (iii)   Any capital reorganization, transaction or
                                  series of transactions that results in Ford
                                  and its affiliates owning common stock of the
                                  Company having less than 50% of the combined
                                  voting power of the outstanding capital stock
                                  of the Company, as of the date of the
                                  conclusion of such reorganization,
                                  transaction or series of transactions; or

                          (iv)    The successful completion of a public
                                  offering, or distribution to the public by
                                  dividend or spinoff, that results in Ford and
                                  its affiliates owning common stock of the
                                  Company having less than 50% of the combined
                                  voting power of the outstanding capital stock
                                  of the Company.

                 For purposes of section (d) of this Article, termination shall
                 include "Constructive Termination," which shall be deemed to
                 have occurred if any of the following result from a Change in
                 Control:

                          (i)     The assignment to the Participant of any
                                  duties inconsistent in any respect with the
                                  Participant's position (including status,
                                  offices, titles and reporting requirements),
                                  authority, duties or responsibilities or any
                                  other action which results in a substantial
                                  diminution in such position, authority,
                                  duties or responsibilities, excluding for
                                  this purpose an isolated, insubstantial and
                                  inadvertent action not taken in bad faith and
                                  which is remedied by the employer promptly
                                  after receipt of notice thereof given by the
                                  Participant;

                          (ii)    Any failure to (x) continue to provide the
                                  Participant with the opportunity to
                                  participate, on terms substantially
                                  comparable in the aggregate to those in
                                  effect immediately prior to the Change in
                                  Control, in substantially the same benefit or
                                  compensation plans and programs, including
                                  the Company's life, disability, health and
                                  retirement plans in which the Participant was
                                  participating immediately prior to the date
                                  of the Change in Control, or their
                                  equivalent, or (y) provide the Participant
                                  with all other fringe benefits (or their
                                  equivalent) from time to time in effect for
                                  the benefit of any executive, management or
                                  administrative group of the Company which
                                  customarily includes a person holding the
                                  employment position with the Company then
                                  held by the Participant; or





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                          (iii)   Without the Participant's express written 
                                  consent, a substantial reduction, without 
                                  good business reasons, of the facilities 
                                  and perquisites available to the Participant
                                  immediately prior to such reduction.
        
         (e)     Termination for reasons not listed above:  In the event of a
                 termination of the Holder's employment for reasons other than
                 Disability, death, Retirement, transfer to Ford or a Ford
                 Subsidiary, resignation or termination by the Company for
                 Cause, the portion of the Option which is vested as of the
                 date of termination of employment are exercisable to the
                 extent permitted under Articles 2 and 7 hereof until the
                 earlier of (i) the Date of Expiration (as defined on page 1 of
                 this Agreement) or (ii) the end of the 90th day following the
                 date of termination of employment.  No other rights under this
                 Agreement will continue in effect or continue to accrue from
                 the date of termination forward.

5.       EFFECT OF COMPETITIVE ACTIVITY OR INIMICAL CONDUCT.  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 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 subsidiary or
         affiliate thereof.  The term "subsidiary" shall mean any corporation a
         majority of the voting stock of which is owned directly or indirectly
         by the Company.

         In the event of the Participant's nonfulfillment of the condition set
         forth in the immediately preceding paragraph, 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 that in its sole judgment there shall
         not have been and will not be any substantial adverse effect upon the
         Company or any subsidiary or affiliate thereof by reason of the
         nonfulfillment of such condition.

         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 subsidiary or affiliate thereof.
         Conduct which constitutes engaging in an activity that is directly or
         indirectly in competition with any activity of the Company or any
         subsidiary or affiliate thereof shall be governed by the preceding
         paragraphs of this Article 5 and shall not be subject to any
         determination under this paragraph.

6.       RESTRICTIONS ON TRANSFER. This Option may not be sold, transferred,
         pledged, assigned, or otherwise alienated or hypothecated, other than
         by will or by the laws of descent and distribution. Further, this
         Option shall be exercisable during the Participant's lifetime only by
         the Participant or the Participant's legal representative.





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7.       RECAPITALIZATION. In the event there is any change in the Company's  
         Shares through the declaration of stock dividends or through
         recapitalization resulting in stock split-ups or through merger,
         consolidation, exchange of Shares, or otherwise, the number and class
         of Shares subject to this Option, as well as the Option Price may be
         equitably adjusted by the Committee, in its sole discretion, to prevent
         dilution or enlargement of rights.
        
8.       BENEFICIARY DESIGNATION. The Participant may, from time to time, name
         any beneficiary or beneficiaries (who may be named contingently or
         successively) to whom any benefit under this Agreement is to be paid
         in case of such Participant's death before he or she receives any or
         all of such benefit. Each such designation shall revoke all prior
         designations by the Participant, shall be in a form prescribed by the
         Company, and will be effective only when filed by the Participant in
         writing with the Company during the Participant's lifetime. In the
         absence of any such designation, the Participant's beneficiary shall
         be deemed to be the Person or Persons who receive the Participant's
         life insurance proceeds under the Company-paid life insurance plan.

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
         Option 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. This Agreement shall not confer upon the
         Participant any right to continuation of employment by the Company,
         nor shall this Option Agreement interfere in any way with the
         Company's right to terminate the Participant's employment at any time.

11.      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. The Committee shall have the right
                 to impose such restrictions on any Shares acquired pursuant to
                 the exercise of this Option, as it may deem advisable,
                 including, without limitation, restrictions under applicable
                 federal securities laws, under the requirements of any stock
                 exchange or market upon which such Shares are then listed
                 and/or traded, and under any blue sky or state securities laws
                 applicable to such Shares. It is expressly understood that the
                 Committee is authorized to administer, construe, and make all
                 determinations necessary or appropriate to the administration
                 of the Plan and this Agreement, all of which shall be binding
                 upon the Participant.

         (b)     With the approval of the Board, the Committee may, subject to
                 the terms of the Plan, terminate, amend, or modify the Plan;
                 provided, however, that no such termination, amendment, or
                 modification of the Plan may in any way adversely affect the
                 Participant's vested rights under this Agreement, without the
                 written consent of the Participant.





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         (c)     The Participant agrees to take all steps necessary to comply
                 with all applicable provisions of federal and state securities
                 law 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 federal law, this Agreement
                 shall be governed by, and construed in accordance with, the
                 laws of the State of Texas.

         (g)     The grant of the Option to the Participant is completely
                 discretionary and does not create any rights to receive future
                 stock option grants.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the Date of Grant.

                                   Associates First Capital Corporation
                                   
                                   
                                   
                                   By:
                                      ----------------------------------
                                   James B. Watts, Executive Vice President

The foregoing Option hereby is accepted on the terms and conditions set forth
herein and in the Plan.


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

Note:  Please sign one copy of this Agreement and send it to:

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

Keep the other copy for your records.





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