COLUMBUS, Ohio, Jan. 20 /PRNewswire/ -- Banc One Corporation, Columbus,
Ohio (NYSE: ONE) and First USA, Inc. (NYSE: FUS), headquartered in Dallas,
Texas, jointly announced today that an agreement has been reached for First
USA to merge with Banc One.
    First USA, Inc. is a financial services company specializing in the credit
card business and is currently the fourth largest among domestic Visa and
MasterCard issuers with $22.4 billion in managed receivables and 16 million
cardholders.  The combination of First USA's operations with Banc One's
16 million cardholders and $12.6 billion in managed receivables will produce
the nation's third-largest card operation with 32 million cardholders and
assets of $35 billion.  First USA participates in the payments processing
business through its 57% interest in First USA Paymentech which will also be
acquired by Banc One pursuant to this transaction.
    Terms of the agreement call for First USA shareholders to receive
1.1659 shares of Banc One stock for each share of First USA.  The value of the
transaction is approximately $52.61 a First USA share or $7.3 billion based on
Banc One's closing share price on Friday, January 17, 1997.  It is expected
that the transaction will be completed by May 31, 1997.
    John B. McCoy, Chairman and Chief Executive Officer of Banc One, said,
"We are absolutely delighted to have First USA join Banc One.  They are
a superb financial services company that has achieved a leadership position in
the credit card industry with the best five-year compounded annual growth rate
in earnings in the industry. First USA will add a powerful new dimension to
our competitive arsenal and significantly change the way BANC ONE can compete
in the consumer financial services business."
    McCoy continued, "Over the last decade, specialized issuers and processors
have developed a great economy-of-scale advantage over other operations.  This
advantage enables specialized issuers to offer a broader product line and
pricing options that are not economical for other issuers to match.  First USA
is well known for its low-cost structure, its marketing savvy, and its
cutting-edge technology.  We believe they are the leader among the credit card
companies in the U.S.A. today."
    John C. Tolleson, Chairman and Chief Executive Officer of First USA, said,
"We couldn't be more pleased to be merging with a company with such a fine
reputation.  Our combined strength will enable us to offer a broader range of
financial services to our existing customer base.  This is a winning
transaction for customers, employees and shareholders of Banc One and First
USA and a significant event in the financial services industry."
    Tolleson founded First USA in 1985 and has been Chairman and Chief
Executive Officer since then.  Under the agreement, he will become a member of
Banc One's Board of Directors, and will turn over the day-to-day operations of
First USA after completion of the merger to Richard W. Vague, who co-founded
First USA with Tolleson and is currently Chairman and Chief Executive Officer
of First USA Bank and President of First USA, Inc.  Vague will become Chairman
and Chief Executive Officer of First USA, and will report jointly to John B.
McCoy and Richard J. Lehmann, President and Chief Operating Officer of Banc
One.  It is expected that First USA will continue to operate under its current
name.
    Regarding the merger, Vague said, "With the merger, a top priority will
be to leverage the synergies realized by the merger to drive growth and
earnings.  Both organizations possess a wealth of experience and knowledge
that we intend to aggressively apply to our combined customer base.  We will
market our credit card products throughout Banc One's extensive branch system
in addition to our traditional distribution channels.  In turn, Banc One's
broad and appealing product line can be marketed directly to the combined
credit card customer base of 32 million credit worthy individuals.  Also, we
feel that the scale and resources of the new organization will be a huge asset
as we seek to grow the affinity and co-brand business and take market share
away from competirs."
    Banc One Corporation had assets of $101.8 billion and common equity of
$8.4 billion at December 31, 1996, and operates 1,502 banking offices.
Banc One also owns several additional corporations that engage in credit card
and merchant processing, consumer and education finance, mortgage banking,
insurance, trust and investment management, brokerage, investment and merchant
banking, venture capital, equipment leasing and data processing.
    Information about Banc One's fourth quarter and full year 1996 financial
results and its products and services can be accessed on the Internet through
Banc One's home page at: http://www.bankone.com, through InvestQuest (TM) at
http://www.investquest.com and InvestQuest (TM) Fax-on-demand: 614-844-3860.
    First USA maintains a site on the World Wide Web at
http://www.firstusa.com.


                                TO ALL MEDIA
                       A PRESS CONFERENCE WILL BE HELD
                                TO DISCUSS THE

                            BANC ONE CORPORATION AND

                               FIRST USA MERGER

     DATE:          JANUARY 20, 1997

     PLACE:         THE PLAZA HOTEL
                    BAROQUE ROOM
                    NEW YORK, NY

     TIME:          2:00 PM (EST)

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