1994 Restricted Stock Plan - First Usa

EXHIBIT 10(FF)

FIRST USA. INC.
1994
RESTRICTED STOCK PLAN
---------------------

1 Purpose. The First USA. Inc. 1994 Restricted Stock Plan (the "Plan") is intended to provide an incentive to officers and key employees of First USA, Inc., a Delaware corporation and its subsidiaries (collectively, the "Company"), important to the success of the Company as determined by a committee consisting of two or more members of the Board of Directors of the Company, as appointed pursuant to Section 3 hereof, to remain in the employ of the Company, to reinforce corporate, organizational and business-development goals, to promote the achievement of long-range financial and other business objectives, 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 restricted stock (the "Restricted Stock"). Consistent with these objectives, the Plan authorizes the granting of Restricted Stock.


2. Definitions


(a) "Board" shall mean the Board of Directors of the Company.


(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.


(c) "Committee" shall mean the Committee of the Board as described in
Section 3 hereof.


(d) "Company" shall mean, collectively, First USA, Inc. and its
subsidiaries.


(e) "Covered Employee" shall have the meaning set forth in Section
162(m)(3) of the Code.


(f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.


(g) "Executive Officer" shall mean an officer of the Company who is an
"executive officer" within the meaning of Rule 3b-7 promulgated under the
Exchange Act.


(h) "Grantee" shall mean the individual who has been awarded
Restricted Stock under the plan.


(i) "Operating Earnings Per Share" shall mean net earnings of the
Company for each fiscal year in a Performance Period determined in
accordance with generally accepted accounting principles and reported in
the Company's audited financial statements for such fiscal year.


(j) "Performance Goal" shall mean the criteria and objectives.
determined by the Committee, which must be met during the applicable
Performance Period as a condition of the Grantee's receipt of payment with
respect to an Award. Performance Goals may include any or ail of the
following: (i) attainment of an amount of cumulative Consolidated Net
Earnings during a Performance Period; (ii) attainment of a percentage of
Return on Equity for a Performance Period; (iii) attainment of amounts of
Operating Earnings Per Share of the Company; (iv) increases in the market
price of Stock or levels of total return to shareholders during the
Performance Period; (v) attainment of a percentage increase in earnings per
share of Stock during the Performance Period; (vi) attainment of goals
established based on


1


the financial performance of individual subsidiaries or business segments
of the Company relating to increases in total revenues, operating expenses
or pre-tax operating earnings. With respect to Grantees who are not
Executive Officers, Performance Goals shall also include such personal
performance goals as the Committee shall, from time to time, establish.


(k) "Performance Period" shall mean a period of five consecutive years
or such other period (which in no case may be less than one year) as may be
determined by the Committee.


(l) "Plan" shall mean the First USA, Inc. 1994 Restricted Stock Plan.


(m) "Restricted Stock" shall mean restricted stock granted pursuant to
the terms of the Plan.


(n) "Restricted Stock Agreement" shall mean the written agreement
between the Company and the Grantee evidencing a grant of Restricted Stock
under the Plan.


(o) "Return on Equity" shall mean, for each fiscal year, the quotient
obtained by dividing (i) Consolidated Net Earnings for a fiscal year by
(ii) the average of common shareholders' equity of the Company as of the
beginning and the end of such fiscal year.


(p) "Rule 16b-3", shall mean Rule 16b-3 under the Exchange Act.


(q) "Stock" shall mean shares of Common Stock, par value S.01 per
share, of the Company.


3. Administration of the Plan.


(a) Members of the Committee. The Plan shall be administered by the
Committee appointed by the Board. The Committee shall consist of two or
more persons each of whom is an "outside director" within the meaning of
Section 162(m) of the Code and a "disinterested person" as defined in
subsection (c)(2)(i) of Rule 16b-3. Members of the Committee shall serve at
the pleasure of the Board.


(b) Authority of the, Committee. 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 members own willful misconduct or as expressly provided by statute.


4. Eligibility. Restricted Stock may be granted to selected officers and key employees of the Company. In determining the persons to whom Restricted Stock shall be granted, the Committee shall take into account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.


5. Stock Reserved for the Plan. The shares subject to the Plan shall consist of 500,000 shares of Common Stock, subject to adjustment pursuant to Section 6(f) hereof, which may be either authorized but unissued shares or previously issued shares reacquired and held by the Company. If any outstanding Restricted


...