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                                                                   EXHIBIT 10.23

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

You have been selected to be a Participant in the Associates First Capital
Corporation Long-Term Equity Compensation Plan (the "Plan"), through this grant
of shares of restricted stock (hereinafter referred to as the "Restricted
Stock"), as specified below:

PARTICIPANT:

DATE OF GRANT:

NUMBER OF SHARES OF RESTRICTED STOCK GRANTED:

DATE OF LAPSE OF RESTRICTIONS:

       THIS AGREEMENT, effective as of the Date of Grant set forth above,
represents the grant of shares of Restricted Stock by Associates First Capital
Corporation, a Delaware corporation (the "Company"), to the Participant named
above, pursuant to the provisions of the Plan.

       The Plan provides a description of certain terms an conditions governing
the Restricted Stock. If there is any inconsistency between the terms of the
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 here to agree as follows:

       1.     GRANT OF RESTRICTED STOCK. The Company hereby grants to the 
Participant the number of shares of Restricted Stock set forth above, subject
to restrictions until the Date of Lapse of Restrictions, in the manner and
subject to the terms and conditions of the Plan and this Agreement. Subject to
Section 5 herein, this Restricted Stock is awarded on the condition that
Participant remain in the employ of the Company from the Date of Grant through
(and including) the Date of Lapse of Restrictions, as specified above.

       However, neither such condition nor the award of this Restricted Stock
shall impose upon the Company any obligation to retain Participant in his or
her employ for any given period or upon any specific terms of employment.

       2.     CERTIFICATE LEGEND. Each certificate representing Shares of 
Restricted Stock granted pursuant to the Plan shall bear the following legend:

              "The sale or other transfer of the shares of stock represented by
              this certificate, whether voluntary, involuntary, or by operation
              of law, is subject to certain restrictions on transfer set forth
              in the Long-Term Equity Compensation Plan of Associates First
              Capital Corporation, and any rules and administrative
              interpretations adopted pursuant to such Plan, and a Restricted
              Stock grant dated_______________________." A copy of the



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              Plan, such rules, and such Restricted Stock grant may be obtained
              from the Secretary of Associates First Capital Corporation.

              3.     REMOVAL OF RESTRICTIONS. Except as otherwise provided in
the Plan, shares of Restricted Stock granted under this Agreement shall become
freely transferable by Participant after the last day of the Period of
Restriction. Once the Shares are released from the restrictions, Participant
shall be entitled to receive certificates representing the Shares which have
vested, and to have the legend required by paragraph 2 of this Agreement
removed from his or her Common Stock certificate.

              4.     VOTING RIGHTS AND DIVIDENDS. During the Period of
Restriction, Participant may exercise full voting rights and is entitled to
receive all dividends and other distributions paid with respect to the
Restricted Stock while they are held. If any such dividends or distributions
are paid in shares of Common Stock of the Company, the shares shall be subject
to the same restrictions on transferability as the shares of Restricted Stock
with respect to which they were paid.

              5.     TERMINATION OF EMPLOYMENT:

              (a)    By Retirement, Disability, or death: In the event of a
                     Participant's Retirement, Disability, or death, the
                     Restricted Stock shall become vested during the applicable
                     periods in accordance with Articles 1 and 3 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 Holder, the executor or administrator
                     of the estate of the descendent or the person or persons
                     to whom the Restricted Stock 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 the Restricted Stock, when vested, in
                     accordance with the provisions of Articles 1 and 3 hereof.

              (b)    By transfer to Ford or Subsidiaries: In the event the
                     Participant transfers to Ford Motor Company ("Ford") or a
                     Ford Subsidiary (as hereinafter defined) the Restricted
                     Stock shall continue in effect and shall become vested
                     during the applicable periods in accordance with Articles
                     1 and 3 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, all shares of Restricted Stock not vested shall
                     be forfeited effective as of the date of such resignation
                     or termination. For purposes of the Plan, a termination by
                     the Company for Cause shall include termination resulting
                     from (i) acts of insubordination, (ii) embezzlement,
                     attempted embezzlement, theft of property or attempted
                     theft of property, whether or not a criminal action
                     relating thereto is initiated by the Company, (iii)
                     conviction of a felony or any crime involving moral
                     turpitude, (iv) material breach of any employment
                     agreement or condition of employment with the Company, or
                     (v) violation of Company policy covering Standards of
                     Corporate Conduct.





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       6.     EFFECT OF COMPETITIVE ACTIVITY OR INIMICAL CONDUCT. Anything 
contained herein to the contrary notwithstanding, the right of the Participant
to shares of unvested Restricted Stock following termination of the
Participant's employment with the Company shall remain effectively only if,
during the entire period from the date of the Participant's termination to the
date of such exercise, the participant shall have earned out the Restricted
Stock 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 shares
of unvested Restricted Stock shall cease; provided, however, that the
nonfulfillment of such condition may at any time (whether before, at the time
of or subsequent to termination of the Participant's employment) be waived by
the Committee upon its determination that in its sole judgement there shall not
have been and will not be any substantial adverse effect upon the Company or
any subsidiary of affiliate thereof by reason of the nonfulfillment of such
condition.

       Anything contained in the Plan to the contrary notwithstanding, the
right of the Participant to shares of unvested Restricted Stock following
termination of the Participant's employment with the Company shall cease on and
as of the date of which it has been determined by the Committee that the
Participant at any time (whether before or subsequent to termination of the
Holder's employment) 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 6 and shall not be subject
to any determination under this paragraph.

       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 of Restricted
Stock subject to this award, may be equitably adjusted by the Committee, in its
sole discretion, to prevent dilution or enlargement of rights.

       8.     BENEFICIAL 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
his or her 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, benefits remaining unpaid at
the Participant's death shall be paid to 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 Award
Agreement until such time as the shares of Restricted Stock have vested, and
the Shares have been issued and delivered to him or her.





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       10.    NO RIGHT OF EMPLOYMENT. This Award Agreement shall not
confer upon the Participant any right to continuation of employment by the
Company, nor shall this Award Agreement interfere in any way with the Company's
right to terminate the Participant's employment at any time.

       11.1   MISCELLANEOUS.

              (a)    This Award 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 this Award Agreement 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 a administer, construe, and make all
                     determinations necessary or appropriate to the
                     administration of the Plan and this Award Agreement, all
                     of which shall be binding upon the Participant.

              (b)    With approval of the Board, the Committee may 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.

              (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 Award Agreement, 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 Delaware.





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


                                        Associates First Capital Corporation
                                                                            
                                                                            
                                                                            
                                        By:                                 
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The foregoing award of shares of Restricted Stock hereby is accepted on the
terms and considerations set forth herein and in the Plan.



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

Note: Please sign one copy of this agreement and mail it immediately to:

Compensation Committee
c/o Mr. 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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