EXHIBIT 10.4 FIRST AMENDMENT TO THE AMENDED AND RESTATED BRIDGE AGREEMENT

                                                              EXHIBIT 10.4
                               FIRST AMENDMENT
                                   TO THE
                     AMENDED AND RESTATED BRIDGE AGREEMENT


      THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED BRIDGE AGREEMENT (the  
"Amendment") dated as of September 1, 1996, is between SPS TRANSACTION 
SERVICES, INC. ("Borrower") and XXXX XXXXXX, DISCOVER & CO. ("DWDC").

      WHEREAS, Borrower and DWDC are parties to an Amended and Restated Bridge 
Agreement, dated as of September 1, 1995, pursuant to which DWDC has agreed to 
make certain loans to the Borrower; and

      WHEREAS, the Borrower and DWDC desire to amend the Amended and Restated 
Bridge Agreement.

      NOW THEREFORE, the Amended and Restated Bridge Agreement is amended as 
follows:

           1.  Each capitalized term used in this Amendment (and not otherwise 
      defined herein) shall have the same meaning as set forth in the Amended 
      and Restated Bridge Agreement.

           2.  Section 1 of the Amended and Restated Bridge Agreement is 
      hereby amended in its entirety and henceforth shall read as follows:

               1.  Amount:  The maximum aggregate amount that DWDC shall be   
           required to lend hereunder at any time shall be $750,000,000;  
           provided, however, that DWDC may, from time to time and upon 
           written notice to Borrower, reduce such maximum commitment by an 
           amount not to exceed the total amount of credit card receivables 
           that are sold by Xxxxxx State Bank, a wholly owned subsidiary of 
           Borrower, pursuant to any securitization agreement entered into 
           after the date of this Amended and Restated Bridge Agreement; 
           provided, that, except as provided in Section 5(a), any such 
           reduction shall not affect the status of any loans then outstanding 
           hereunder.

           3.  Section 2 of the Amended and Restated Bridge Agreement is 
      hereby amended in its entirety and henceforth shall read as follows:

               2.  Term:  This Amended and Restated Bridge Agreement shall 
           expire on January 31, 1997.

           4.  Except as provided herein, the terms and conditions of the 
      Amended and Restated Bridge Agreement shall remain in full force and 
      effect.


      IN WITNESS WHEREOF, the parties have caused this Amendment to be duly 
executed as of the date first written above.

SPS TRANSACTION SERVICES, INC.           XXXX XXXXXX, DISCOVER & CO.

By:/s/ Xxxxxx X. Xxxxxxxxx               By:/s/ Xxxxxxxx Xxxxx              

Title: Vice President - Finance          Title: Treasurer