Form Of Restricted Stock Award Agreement

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


1 2
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
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