10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended June 30, 2006

or

o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from                      to                     

Commission File Number 0-14120

Advanta Corp.

(Exact name of registrant as specified in its charter)

Delaware	23-1462070
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Welsh and McKean Roads, P.O. Box 844, Spring House, PA 19477
(Address of Principal Executive Offices) (Zip Code)

(215) 657-4000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class A	Outstanding at August 3, 2006
Common Stock, $.01 par value	9,606,862 shares
Class B	Outstanding at August 3, 2006
Common Stock, $.01 par value	18,585,732 shares

TABLE OF CONTENTS

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements		3
Consolidated Balance Sheets (Unaudited)		3
Consolidated Income Statements (Unaudited)		4
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)		5-6
Consolidated Statements of Cash Flows (Unaudited)		7
Notes to Consolidated Financial Statements (Unaudited)		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3. Quantitative and Qualitative Disclosures About Market Risk		48
Item 4. Controls and Procedures		48
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		49
Item 1A. Risk Factors		49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		50
Item 4. Submission of Matters to a Vote of Security Holders		51
Item 6. Exhibits		52
Exhibit Index		54
Advanta Management Incentive Program VI
Form of Advanta Corp. Stock Award Grant Document (AMIP VI)
Computation of Ratio of Earnings to Fixed Charges
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906

2

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ADVANTA CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

	June 30,			December 31,
(In thousands, except share amounts)	2006			2005
ASSETS
Cash	$	37,893		$	34,109
Federal funds sold		417,676			355,057
Restricted interest-bearing deposits		1,459			1,333
Investments available for sale		153,209			219,782
Receivables, net:
Held for sale		577,670			474,881
Other		468,161			389,012
Total receivables, net		1,045,831			863,893
Accounts receivable from securitizations		293,668			450,001
Premises and equipment, net		15,869			16,901
Other assets		174,940			186,327
Total assets	$	2,140,545		$	2,127,403
LIABILITIES
Deposits	$	1,163,262		$	1,070,572
Debt		210,623			226,856
Subordinated debt payable to preferred securities trust		103,093			103,093
Other liabilities		142,608			211,445
Total liabilities		1,619,586			1,611,966
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Class A preferred stock, $1,000 par value:
Authorized, issued and outstanding — 1,010 shares in 2006 and 2005		1,010			1,010
Class A voting common stock, $.01 par value:
Authorized — 200,000,000 shares; issued — 10,041,017 shares in 2006 and 2005		100			100
Class B non-voting common stock, $.01 par value:
Authorized — 200,000,000 shares; issued — 22,154,551 shares in 2006 and 21,918,569 shares in 2005		222			219
Additional paid-in capital		288,550			276,231
Nonvested shares		0			(1,148	)
Unearned ESOP shares		(9,413	)		(9,622	)
Accumulated other comprehensive loss		(774	)		(678	)
Retained earnings		333,924			298,472
Treasury stock at cost, 434,155 Class A common shares in 2006 and 2005; 4,289,011 Class B common shares in 2006 and 3,162,019 Class B common shares in 2005		(92,660	)		(49,147	)
Total stockholders’ equity		520,959			515,437
Total liabilities and stockholders’ equity	$	2,140,545		$	2,127,403

See Notes to Consolidated Financial Statements

3

ADVANTA CORP. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS (Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands, except per share amounts)	2006		2005		2006		2005
Interest income:
Receivables	$	30,139	$	23,198	$	59,066	$	48,172
Investments		5,973		4,081		11,332		7,265
Other interest income		4,399		3,566		8,381		7,587
Total interest income		40,511		30,845		78,779		63,024
Interest expense:
Deposits		11,858		7,690		22,166		14,138
Debt and other borrowings		3,331		3,738		6,689		7,586
Subordinated debt payable to preferred securities trust		2,290		2,290		4,579		4,579
Total interest expense		17,479		13,718		33,434		26,303
Net interest income		23,032		17,127		45,345		36,721
Provision for credit losses		10,145		8,603		19,429		19,047
Net interest income after provision for credit losses		12,887		8,524		25,916		17,674
Noninterest revenues:
Securitization income		29,686		30,066		63,264		60,462
Servicing revenues		15,329		12,819		29,011		25,418
Other revenues, net		42,297		34,419		77,273		62,232
Gain on transfer of consumer credit card business (See Note 12)		0		0		0		67,679
Total noninterest revenues		87,312		77,304		169,548		215,791
Operating expenses		62,736		62,251		122,375		124,871
Income before income taxes		37,463		23,577		73,089		108,594
Income tax expense		14,423		9,195		28,139		21,542
Income from continuing operations		23,040		14,382		44,950		87,052
Gain on discontinuance of mortgage and leasing businesses, net of tax		738		3,965		738		3,965
Net income	$	23,778	$	18,347	$	45,688	$	91,017
Basic income from continuing operations per common share
Class A	$	0.84	$	0.53	$	1.63	$	3.32
Class B		0.87		0.56		1.69		3.38
Combined		0.86		0.55		1.67		3.36
Diluted income from continuing operations per common share
Class A	$	0.78	$	0.49	$	1.51	$	3.02
Class B		0.79		0.50		1.52		3.04
Combined		0.79		0.50		1.52		3.03
Basic net income per common share
Class A	$	0.86	$	0.68	$	1.65	$	3.47
Class B		0.90		0.71		1.72		3.53
Combined		0.89		0.70		1.69		3.51
Diluted net income per common share
Class A	$	0.81	$	0.63	$	1.53	$	3.15
Class B		0.81		0.64		1.55		3.18
Combined		0.81		0.64		1.54		3.17
Basic weighted average common shares outstanding
Class A		8,854		8,821		8,850		8,816
Class B		17,945		17,433		18,026		17,071
Combined		26,799		26,254		26,876		25,887
Diluted weighted average common shares outstanding
Class A		8,854		8,821		8,850		8,816
Class B		20,459		20,013		20,666		19,843
Combined		29,313		28,834		29,516		28,659

See Notes to Consolidated Financial Statements

4

ADVANTA CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

				Class A		Class A		Class B			Additional
	Comprehensive			Preferred		Common		Common			Paid-In
($ in thousands)	Income (Loss)			Stock		Stock		Stock			Capital
Balance at December 31, 2004				$	1,010	$	100	$	215		$	258,223
Net income	$	110,429
Other comprehensive income (loss):
Change in unrealized appreciation (depreciation) of investments, net of tax benefit (expense) of $224		(417	)
Comprehensive income	$	110,012
Preferred and common cash dividends declared
Exercise of stock options									5			6,100
Stock option exchange program stock distribution
Stock-based nonemployee compensation expense												124
Excess tax benefits from stock based compensation												12,800
Issuance of nonvested shares												222
Amortization of nonvested shares
Forfeitures of nonvested shares									(1	)		(1,811	)
ESOP shares committed to be released												573
Balance at December 31, 2005				$	1,010	$	100	$	219		$	276,231
Net income	$	45,688
Other comprehensive income (loss):
Change in unrealized appreciation (depreciation) of investments, net of tax benefit (expense) of $51		(96	)
Comprehensive income	$	45,592
Preferred and common cash dividends declared
Exercise of stock options									3			3,944
Stock-based nonemployee compensation expense												73
Stock-based employee compensation expense												1,702
Excess tax benefits from stock-based compensation												7,503
Amortization of nonvested shares												165
Forfeitures of nonvested shares												(293	)
Reclassification of nonvested shares												(1,148	)
Treasury stock acquired
ESOP shares committed to be released												373
Balance at June 30, 2006				$	1,010	$	100	$	222		$	288,550

See Notes to Consolidated Financial Statements

5

ADVANTA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) — continued

	Nonvested			Accumulated
	Shares			Other									Total
	& Unearned			Comprehensive			Retained			Treasury			Stockholders’
($ in thousands)	ESOP Shares			Income (Loss)			Earnings			Stock			Equity
Balance at December 31, 2004	$	(19,390	)	$	(261	)	$	201,772		$	(49,475	)	$	392,194
Net income								110,429						110,429
Other comprehensive income (loss):
Change in unrealized appreciation (depreciation) of investments, net of tax benefit (expense) of $224					(417	)								(417	)
Comprehensive income
Preferred and common cash dividends declared								(13,729	)					(13,729	)
Exercise of stock options														6,105
Stock option exchange program stock distribution											328			328
Stock-based nonemployee compensation expense														124
Excess tax benefits from stock-based compensation														12,800
Issuance of nonvested shares		(222	)											0
Amortization of nonvested shares		7,633												7,633
Forfeitures of nonvested shares		900												(912	)
ESOP shares committed to be released		309												882
Balance at December 31, 2005	$	(10,770	)	$	(678	)	$	298,472		$	(49,147	)	$	515,437
Net income								45,688						45,688
Other comprehensive income (loss):
Change in unrealized appreciation (depreciation) of investments, net of tax benefit (expense) of $51					(96	)								(96	)
Comprehensive income
Preferred and common cash dividends declared								(10,236	)					(10,236	)
Exercise of stock options														3,947
Stock-based nonemployee compensation expense														73
Stock-based employee compensation expense														1,702
Excess tax benefits from stock-based compensation														7,503
Amortization of nonvested shares														165
Forfeitures of nonvested shares														(293	)
Reclassification of nonvested shares		1,148												0
Treasury stock acquired											(43,513	)		(43,513	)
ESOP shares committed to be released		209												582
Balance at June 30, 2006	$	(9,413	)	$	(774	)	$	333,924		$	(92,660	)	$	520,959

See Notes to Consolidated Financial Statements

6

ADVANTA CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Six Months Ended
	June 30,
($ in thousands)	2006			2005
OPERATING ACTIVITIES — CONTINUING OPERATIONS
Net income	$	45,688		$	91,017
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gain on discontinuance of mortgage and leasing businesses, net of tax		(738	)		(3,965	)
Investment securities gains, net		(3,532	)		(185	)
Depreciation and amortization		3,092			3,770
Stock-based compensation expense		1,647			4,027
Provision for credit losses		19,429			19,047
Provision for interest and fee losses		4,201			4,154
Change in deferred origination costs, net of deferred fees		(3,856	)		(10,228	)
Change in receivables held for sale		(1,173,053	)		(477,643	)
Proceeds from sale of receivables held for sale		1,070,264			390,675
Change in accounts receivable from securitizations		156,333			(152,560	)
Excess tax benefits from stock-based compensation		(7,503	)		0
Change in other assets and other liabilities		(47,083	)		100,710
Net cash provided by (used in) operating activities		64,889			(31,181	)
INVESTING ACTIVITIES — CONTINUING OPERATIONS
Change in federal funds sold and restricted interest-bearing deposits		(62,745	)		(14,628	)
Purchase of investments available for sale		(356,529	)		(253,727	)
Proceeds from sales of investments available for sale		385,941			152,976
Proceeds from maturing investments available for sale		38,106			42,982
Change in receivables not held for sale		(98,923	)		(33,273	)
Purchases of premises and equipment, net		(2,052	)		(1,846	)
Net cash used in investing activities		(96,202	)		(107,516	)
FINANCING ACTIVITIES — CONTINUING OPERATIONS
Change in demand and savings deposits		37,501			(1,289	)
Proceeds from time deposits		297,735			284,067
Payments on time deposits		(255,398	)		(140,440	)
Proceeds from issuance of debt		9,214			15,343
Payments on debt		(26,096	)		(40,235	)
Change in cash overdraft		11,537			9,546
Proceeds from exercise of stock options		3,947			3,747
Excess tax benefits from stock-based compensation		7,503			0
Cash dividends paid		(10,236	)		(6,618	)
Treasury stock acquired		(43,513	)		0
Net cash provided by financing activities		32,194			124,121
DISCONTINUED OPERATIONS
Net cash provided by operating activities of discontinued operations		2,903			9,812
Net increase (decrease) in cash		3,784			(4,764	)
Cash at beginning of period		34,109			35,565
Cash at end of period	$	37,893		$	30,801

See Notes to Consolidated Financial Statements

7

ADVANTA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS, UNLESS OTHERWISE NOTED)

June 30, 2006
(Unaudited)

In these notes to consolidated financial statements, “Advanta”, “we”, “us”, and “our” refer to Advanta Corp. and its subsidiaries, unless the context otherwise requires.

Note 1) Basis of Presentation

We have prepared the consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. We have condensed or omitted certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) pursuant to such rules and regulations. In the opinion of management, the statements include all adjustments (which include normal recurring adjustments) required for a fair statement of financial position, results of operations and cash flows for the interim periods presented. These financial statements should be read in conjunction with the financial statements and notes thereto included in our latest Annual Report on Form 10-K. The results of operations for the interim periods are not necessarily indicative of the results for the full year.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the accounting for the allowance for receivable losses, securitization income, business credit card rewards programs and income taxes.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Note 2) Recently Issued Accounting Standards

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Share-Based Payment (“SFAS No. 123R”) that replaces SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure (“SFAS No. 123”) and supercedes Accounting Principles Board Opinion (“Opinion”) No. 25, Accounting for Stock Issued to Employees and the related implementation guidance. SFAS No. 123R addresses accounting for equity-based compensation arrangements, including employee stock options. Upon implementation, entities are no longer able to account for equity-based compensation using the intrinsic value method under Opinion No. 25. Entities are required to measure the cost of employee services received in exchange for awards of equity instruments at the grant date of the award using a fair value based method. We adopted this statement effective January 1, 2006 using the modified prospective method. Awards that are granted, modified, or settled after January 1, 2006 are measured and accounted for in accordance with SFAS No. 123R and expense is recognized for the unvested portion of awards that were granted prior to January 1, 2006 based upon the fair value determined at the grant date under SFAS No. 123. We previously recognized the effect of nonvested share forfeitures as they occurred.

8

Nonvested shares were previously referred to as restricted stock. Under SFAS No. 123R, we are required to estimate forfeitures and to eliminate previously recognized compensation cost, net of related tax effects, for those nonvested shares as a cumulative effect of a change in accounting principle effective January 1, 2006. We determined that the compensation expense previously recognized in income as of December 31, 2005 related to outstanding nonvested shares that may forfeit prior to vesting was not material. Prior to our adoption of SFAS 123R, we classified nonvested shares as a separate component of stockholders’ equity. In accordance with SFAS No. 123R, on January 1, 2006, we reclassified nonvested shares to additional paid-in capital on the consolidated balance sheet. Prior to the adoption of SFAS No. 123R, we presented excess tax benefits from stock-based compensation as an operating cash flow. SFAS No. 123R requires that cash flows resulting from tax deductions in excess of recognized stock-based compensation costs be reported as a financing cash flow. Excess tax benefits from stock-based compensation were $7.5 million for the six months ended June 30, 2006 and $11.2 million for the same period of 2005. The impact of recognizing stock-based compensation expense for employee stock options in accordance with SFAS No. 123R instead of Opinion 25 was as follows:

	Three Months Ended			Six Months Ended
	June 30, 2006			June 30, 2006
Decrease in income before income taxes	$	(1,078	)	$	(1,702	)
Income tax benefit		415			655
Decrease in income from continuing operations		(663	)		(1,047	)
Decrease in net income		(663	)		(1,047	)
Decrease in basic and diluted earnings per combined share	$	(0.02	)	$	(0.04	)

In August 2005, the FASB issued a revised exposure draft, Accounting for Transfers of Financial Assets – An Amendment of FASB Statement No. 140. The statement provides guidance for determining whether financial assets must first be transferred to a qualifying special-purpose entity (“QSPE”) to be derecognized, determining additional permitted activities for QSPEs, eliminating prohibitions on QSPEs’ ability to hold passive derivative financial instruments, and requires that interests related to transferred financial assets held by a transferor be initially recorded at fair value. In August 2006, the FASB reported that it expects to issue a final statement in the second quarter of 2007. Management will evaluate any potential impact of the final statement when it is available.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. This statement amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and SFAS No. 140 and eliminates the guidance in SFAS No. 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets, which provided that beneficial interests in securitized financial assets are not subject to SFAS No. 133. Under the new statement, an entity may irrevocably elect to measure a hybrid financial instrument that would otherwise require bifurcation, at fair value in its entirety on an instrument-by-instrument basis. The statement clarifies which interest-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, and amends SFAS No. 140 to eliminate the prohibition on a qualifying special purpose entity from holding certain derivative financial instruments. The statement is effective for all financial instruments that we acquire or issue after January 1, 2007. We do not expect the adoption of this statement to have a material impact on our financial position or results of operations.

9

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, that amends SFAS No. 140. The statement clarifies when an obligation to service financial assets should be separately recognized as a servicing asset or a servicing liability, requires that a separately recognized servicing asset or servicing liability be initially measured at fair value, if practicable, and permits an entity with a separately recognized servicing asset or servicing liability to choose either the amortization method or fair value method for subsequent measurement. The statement is effective for Advanta on January 1, 2007. We do not expect the adoption of this statement to have a material impact on our financial position or results of operations.

In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109. The statement provides a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In accordance with the statement, before a tax benefit can be recognized, a tax position is evaluated using a threshold that it is more likely than not that the tax position will be sustained upon examination. When evaluating the more-likely-than-not recognition threshold, a company should presume the tax position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. If the tax position meets the more-likely-than-not recognition threshold, it is initially and subsequently measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. This statement is effective for Advanta on January 1, 2007. Management is currently evaluating the potential impact of this statement.

Note 3) Investments Available for Sale

Investments available for sale consisted of the following:

	June 30, 2006				December 31, 2005
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
U.S. Treasury and government agencies securities	$	36,102	$	35,616	$	51,399	$	50,677
State and municipal securities		5,879		5,781		4,730		4,716
Corporate bonds		8,539		8,328		10,593		10,445
Asset-backed securities(1)		39,640		39,542		39,352		39,266
Equity securities(2)		9,862		9,562		10,374		10,301
Money market funds		48,443		48,443		104,272		104,272
Other		5,934		5,937		105		105
Total investments available for sale	$	154,399	$	153,209	$	220,825	$	219,782

(1)	Includes mortgage-backed securities.
(2)	Includes venture capital investments of $775 thousand at June 30, 2006 and $1.2 million at December 31, 2005. The amount shown as amortized cost represents fair value for these investments.

10

Note 4) Receivables

Receivables on the balance sheet, including those held for sale, consisted of the following:

	June 30,			December 31,
	2006			2005
Business credit card receivables	$	1,062,249		$	879,468
Other receivables		7,381			8,007
Gross receivables		1,069,630			887,475
Add: Deferred origination costs, net of deferred fees		25,863			22,007
Less: Allowance for receivable losses
Business credit cards		(48,450	)		(44,323	)
Other receivables		(1,212	)		(1,266	)
Total allowance for receivable losses		(49,662	)		(45,589	)
Receivables, net	$	1,045,831		$	863,893

Note 5) Allowance for Receivable Losses

The following table presents activity in the allowance for receivable losses for the six months ended June 30:

	2006			2005
Balance at January 1	$	45,589		$	50,478
Provision for credit losses		19,429			19,047
Provision for interest and fee losses		4,201			4,154
Gross principal charge-offs:
Business credit cards		(17,272	)		(20,393	)
Other receivables		(4	)		(4	)
Total gross principal charge-offs		(17,276	)		(20,397	)
Principal recoveries:
Business credit cards		1,668			1,371
Net principal charge-offs		(15,608	)		(19,026	)
Interest and fee charge-offs:
Business credit cards		(3,949	)		(4,378	)
Balance at June 30	$	49,662		$	50,275

Note 6) Securitization Activities

Accounts receivable from securitizations consisted of the following:

	June 30,		December 31,
	2006		2005
Retained interests in securitizations	$	206,291	$	183,391
Amounts due from the securitization trust		30,502		212,766
Accrued interest and fees on securitized receivables, net(1)		56,875		53,844
Total accounts receivable from securitizations	$	293,668	$	450,001

(1) Reduced by an estimate for uncollectible interest and fees of $7.6 million at June 30, 2006 and $7.0 million at December 31, 2005.

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The following represents securitization data and the key assumptions used in estimating the fair value of retained interests in securitizations at the time of each new securitization or replenishment if quoted market prices were not available.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Average securitized receivables	$	3,222,380		$	2,707,045		$	3,090,577		$	2,628,329
Securitization income		29,686			30,066			63,264			60,462
Discount accretion		4,399			3,566			8,381			7,587
Interchange income		39,127			32,390			72,841			59,721
Servicing revenues		15,329			12,819			29,011			25,418
Proceeds from new securitizations		534,374			390,675			1,070,264			390,675
Proceeds from collections reinvested in revolving-period securitizations		1,779,595			1,368,525			3,463,397			3,040,170
Cash flows received on retained interests		92,582			80,563			170,210			140,729
Key assumptions:
Discount rate		8.91% — 10.43	%		8.22% — 9.85	%		8.71% — 10.43	%		8.22% — 11.27	%
Monthly payment rate		22.07% — 25.00	%		21.91% — 25.00	%		22.07% — 25.00	%		21.77% — 25.00	%
Loss rate		4.00% — 4.90	%		5.40% — 6.61	%		4.00% — 4.90	%		5.40% — 6.79	%
Interest yield, net of interest earned by noteholders		8.03% — 8.86	%		10.84% — 10.91	%		8.03% — 9.95	%		10.84% — 11.28	%

There were no purchases of delinquent accounts from the securitization trust during the three or six months ended June 30, 2006 or 2005.

We used the following assumptions in measuring the fair value of retained interests in securitizations at June 30, 2006 and December 31, 2005. The assumptions listed represent weighted averages of assumptions used for each securitization. The monthly payment rate assumptions used at both June 30, 2006 and December 31, 2005 result in cash flow projections over a three-month weighted average life of existing receivables for the retained interest-only strip valuation.

	June 30,			December 31,
	2006			2005
Discount rate		9.11% — 10.43	%		8.71% — 9.81	%
Monthly payment rate		22.07% — 24.07	%		23.37% — 25.00	%
Loss rate		4.00% — 4.57	%		4.25% — 4.68	%
Interest yield, net of interest earned by noteholders		8.03	%		9.95	%

In addition to the assumptions identified above, management also considered qualitative factors such as the potential volatility of the current market for similar instruments and the impact of the current economic environment on the performance of the receivables sold in assessing the fair value of retained interests in securitizations.

We have prepared sensitivity analyses of the valuations of retained interests in securitizations estimated using the assumptions identified above. The sensitivity analyses show the hypothetical effect on the estimated fair value of those assets of two unfavorable variations from expected levels for each key assumption, independently from any change in another key assumption. Set forth below are the results of those sensitivity analyses on the valuation at June 30, 2006.

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Effect on estimated fair value of the following hypothetical changes in key assumptions:
Discount rate increased by 2%	$	(3,971	)
Discount rate increased by 4%		(7,763	)
Monthly payment rate at 115% of base assumption		(2,620	)
Monthly payment rate at 130% of base assumption		(3,771	)
Loss rate at 110% of base assumption		(3,200	)
Loss rate at 125% of base assumption		(8,001	)
Interest yield, net of interest earned by noteholders, decreased by 1%		(8,001	)
Interest yield, net of interest earned by noteholders, decreased by 2%		(16,001	)

The objective of these hypothetical analyses is to measure the sensitivity of the estimated fair value of the retained interests in securitizations to changes in assumptions. The methodology used to calculate the estimated fair value in the analyses is a discounted cash flow analysis, which is the same methodology used to calculate the estimated fair value of the retained interests when quoted market prices are not available at each reporting date. These estimates do not factor in the impact of simultaneous changes in other key assumptions. The above scenarios do not reflect management’s expectation regarding the future direction of these rates, and they depict only certain possibilities out of a large set of possible scenarios.

13

Managed receivable data

Our managed business credit card receivable portfolio is comprised of both owned and securitized business credit card receivables. Performance on a managed receivable portfolio basis is useful and relevant because we retain interests in the securitized receivables and, therefore, we have a financial interest in and exposure to the performance of the securitized receivables. Credit quality data on the managed business credit card receivable portfolio was as follows:

	June 30,		December 31,		June 30,
	2006		2005		2005
Owned business credit card receivables	$	1,062,249	$	879,468	$	828,724
Securitized business credit card receivables		3,323,869		2,880,401		2,685,504
Total managed receivables	$	4,386,118	$	3,759,869	$	3,514,228
Receivables 30 days or more delinquent:
Owned	$	25,482	$	23,595	$	26,085
Securitized		90,987		87,610		100,283
Total managed		116,469		111,205		126,368
Receivables 90 days or more delinquent:
Owned		12,560		10,837		12,798
Securitized		45,008		40,223		49,583
Total managed		57,568		51,060		62,381
Nonaccrual receivables:
Owned		11,824		11,476		12,286
Securitized		42,938		42,828		47,612
Total managed		54,762		54,304		59,898
Accruing receivables past due 90 days or more:
Owned		11,266		9,479		10,985
Securitized		40,436		35,063		42,500
Total managed		51,702		44,542		53,485
Net principal charge-offs for the year-to-date period ended June 30 and December 31:
Owned		15,604		44,865		19,022
Securitized		53,728		155,618		73,594
Total managed		69,332		200,483		92,616
Net principal charge-offs for the three months ended June 30 and December 31:
Owned		7,520		15,768		8,603
Securitized		26,633		46,151		38,324
Total managed		34,153		61,919		46,927

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Note 7) Selected Balance Sheet Information

Other assets consisted of the following:

	June 30,		December 31,
	2006		2005
Net deferred tax asset	$	57,262	$	64,923
Investment in Fleet Credit Card Services, L.P.		32,095		32,095
Investment in preferred securities trust		3,093		3,093
Other		82,490		86,216
Total other assets	$	174,940	$	186,327

Other liabilities consisted of the following:

	June 30,		December 31,
	2006		2005
Accounts payable and accrued expenses	$	31,598	$	28,018
Business credit card business rewards liability		22,165		20,658
Business credit card cash back rewards liability		5,996		4,506
Current income tax payable		21,095		17,048
Accrued interest payable		15,087		5,414
Amounts due to the securitization trust		4,840		105,917
Liabilities of discontinued operations, net		1,444		509
Other		40,383		29,375
Total other liabilities	$	142,608	$	211,445

Eligible cardholders earn cash back rewards or business rewards based on net purchases charged on their business credit card accounts. We estimate the costs of future reward redemptions and record a liability at the time cash back rewards or business rewards are earned by the cardholder. In each reporting period, we evaluate our estimates of the percentage of earned rewards that cardholders will ultimately redeem and the costs of business rewards and adjust our estimates, if needed, based on historical experience, consideration of changes in portfolio composition and changes in the rewards programs, including redemption terms. The impact of the changes in the estimated percentage of earned rewards that cardholders will ultimately redeem and other changes in estimated costs of future period rewards redemptions was an increase in other revenue of $200 thousand for the three months ended June 30, 2006 as compared to a decrease in other revenue of $1.1 million for the same period of 2005. The impact for the six months ended June 30, 2006 was an increase in other revenue of $700 thousand as compared to a decrease in other revenue of $1.7 million for the same period of 2005.

Note 8) Commitments and Contingencies

Since June 20, 2001, Advanta Mortgage Corp. USA (“AMCUSA”) and Advanta Mortgage Conduit Services, Inc. (“AMCSI”), subsidiaries of Advanta Corp., have been involved in arbitration before the American Arbitration Association in San Francisco, California brought by Goodrich & Pennington Mortgage Fund, Inc. (“GPMF”), a participant in one of the programs of our former mortgage business. GPMF’s asserted claims in the arbitration included allegations that AMCUSA and AMCSI failed to provide information and documentation under the former mortgage program and various claims concerning GPMF’s relationship with AMCUSA and AMCSI. After several interim awards, on January 24, 2006, the arbitrator issued a final award in favor of AMCUSA and AMCSI rejecting all of GPMF’s claims. The arbitrator further held that AMCUSA and AMCSI were the prevailing parties in the arbitration and that AMCUSA and AMCSI are entitled to recover their reasonable attorney fees and costs. GPMF filed a petition in California state court seeking to vacate the arbitration final award and requesting a new arbitration hearing. On March 8, 2006, AMCUSA and AMCSI opposed GPMF’s petition to vacate and filed a cross-petition to confirm the

15

arbitration award as a judgment. On April 6, 2006, the California state court denied GPMF’s petition to vacate and granted the cross-petition to confirm. The court then entered judgment in conformance with the arbitration award. GPMF is currently appealing that judgment. In a related matter, on July 5, 2005, GPMF filed an action in California state court against the American Arbitration Association seeking damages relating to the arbitrator’s fees and injunctive relief to prevent entry of the arbitrator’s ruling and award in favor of AMCUSA and AMCSI. On April 19, 2006, the court dismissed GPMF’s claims against the American Arbitration Association with prejudice. We do not expect these matters to have a material adverse effect on our financial position or results of operations. In addition to the matters described above, Advanta Corp. and its subsidiaries are involved in class action lawsuits, other litigation, claims and legal proceedings arising in the ordinary course of business or discontinued operations.

Management believes that the aggregate loss, if any, resulting from existing litigation, claims and other legal proceedings will not have a material adverse effect on our financial position or results of operations based on our current expectations regarding the ultimate resolutions of these existing actions after consultation with our attorneys. However, due to the inherent uncertainty in litigation and since the ultimate resolutions of our litigation, claims and other legal proceedings are influenced by factors outside of our control, it is reasonably possible that actual results will differ from our estimates. We have established reserves for estimated future legal costs for litigation or arbitration matters related to discontinued operations.

Note 9) Capital Stock

Cash dividends per share of common stock declared were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2006		2005		2006		2005
Class A Common Stock	$	0.2125	$	0.1134	$	0.3259	$	0.2079
Class B Common Stock		0.2550		0.1361		0.3911		0.2495

In May 2006, we repurchased 995 thousand shares of Class B Common Stock beneficially owned by Advanta Corp.’s Chairman and Chief Executive Officer for $38.5 million. The stock repurchase and material terms were authorized by Advanta Corp.’s Audit Committee and Board of Directors (with the Chairman and Chief Executive Officer abstaining). Also in May 2006, in connection with the vesting of shares related to the 2005 performance year for our management incentive program, we withheld 132 thousand vested shares with a market value of $5.0 million from certain employees (including officers) to meet our minimum statutory tax withholding requirements.

In July 2006, 691 thousand nonvested shares were issued in connection with the management incentive program covering potential bonus awards for performance years 2006 through 2009.

Note 10) Stock-Based Compensation

We have adopted a stock-based incentive plan designed to provide incentives to participating employees to remain in our employ and devote themselves to Advanta’s success. Our incentive plan authorizes an aggregate of 20.0 million shares of Advanta Corp. Class B Common Stock for the grant of options, awards of shares of stock or awards of stock appreciation rights to employees, directors and consultants. Shares available for future grant were 6.2 million at June 30, 2006 and 7.0 million at December 31, 2005.

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Nonvested Shares

Under our stock-based incentive plan, we have management incentive programs that provide eligible employees with the opportunity to elect to take portions of their anticipated, or target, bonus payments for future years in the form of nonvested shares of Advanta Corp. Class B Common Stock. Nonvested shares were formerly referred to as restricted stock. To the extent that these elections are made, or are required by the terms of the programs for certain of our executive officers, nonvested shares are issued to employees. The number of nonvested shares granted to employees is determined by dividing the amount of future target bonus payments that the employee elects to receive in stock by the market price as determined under the incentive program. Nonvested shares vest ten years from the date of grant and are subject to forfeiture prior to vesting under certain conditions, including upon termination of employment with us. Vesting has been and may continue to be accelerated annually with respect to the nonvested shares granted under the program covering the particular performance year, based on the extent to which the employee and Advanta met or meet their respective performance goals for that performance year. We also may issue nonvested shares to employees as part of employment agreements. The vesting and forfeiture terms vary depending on the specific terms of the employment agreement.

Compensation expense, net of forfeitures, and related tax effects recognized in connection with nonvested shares was as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Compensation expense (benefit)	$	(86	)	$	213		$	(128	)	$	3,892
Income tax (benefit) expense		33			(83	)		49			(1,498	)

We recognize compensation expense on nonvested shares over the vesting period of the shares. Nonvested shares that vested during the three and six months ended June 30, 2006 were related to the 2005 performance year and had a total fair value of $22.7 million on the vesting date. Nonvested shares that vested during the same periods of 2005 had a total fair value of $20.2 million on the vesting date. As of June 30, 2006, there was $855 thousand of total unrecognized compensation expense related to outstanding nonvested shares and the expense is expected to be recognized over a weighted average period of 5.5 years.

The following table summarizes nonvested shares activity:

	Six Months Ended
	June 30, 2006
				Weighted
				Average Grant
	Number of			Date Fair
	Shares			Value
Outstanding at January 1		811		$	8.56
Granted		0			0
Vested		(595	)		8.58
Forfeited		(45	)		9.41
Outstanding at June 30		171		$	8.27

Stock Options

All options outstanding in the periods presented were options to purchase Class B Common Stock. Options generally are issued at an exercise price equal to the market price of Class B Common Stock on the date of grant, vest over a four-year period and expire ten years after the date of grant. Effective January 1, 2006, we

17

recognize compensation expense on stock options over the vesting period of the options. Compensation expense recognized related to employee stock options was $1.1 million for the three months ended June 30, 2006 and $1.7 million for the six months ended June 30, 2006. The related tax benefit was $415 thousand for the three months ended June 30, 2006 and $655 thousand for the six months ended June 30, 2006. There was no compensation expense recognized related to employee stock options for the three and six months ended June 30, 2005 in accordance with SFAS No. 123 using the accounting methodology in Opinion 25. As of June 30, 2006, there was $10.5 million of total unrecognized compensation expense related to outstanding stock options and the expense is expected to be recognized over a weighted average period of 2.5 years.

Stock option transactions activity was as follows:

	Six Months Ended
	June 30, 2006
								Weighted
				Weighted				Average
				Average		Aggregate		Remaining
	Number of			Exercise		Intrinsic		Contractual
	Options			Price		Value		Life
Outstanding at January 1		4,986		$	11.37
Granted		923			37.33
Exercised		(281	)		14.04
Forfeited		(50	)		19.67
Expired		0			0
Outstanding at June 30		5,578		$	15.45	$	114,305	5.6 years
Options exercisable at June 30		3,856		$	10.45	$	98,312	4.2 years

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2006		2005		2006		2005
Aggregate intrinsic value of stock options exercised	$	3,310	$	2,768	$	5,823	$	3,983
Weighted average grant date fair value of options granted	$	10.19	$	9.06	$	10.10	$	9.19

We estimate the fair value of each option grant on the date of grant using the Black-Scholes-Merton option-pricing model. The assumptions listed in the table below represent weighted averages of the assumptions used for each option grant. The expected dividend yield is based on current dividend rates as well as announced and anticipated changes in dividend rates based upon management’s expectations of future performance. The range of expected dividend yield assumptions over the expected life of the options was 2.71% to 5.85% for the three months ended June 30, 2006 and 2.34% to 4.10% for the same period of 2005. The range of expected dividend yield assumptions over the expected life of the options was 2.73% to 5.90% for the six months ended June 30, 2006 and 2.32% to 4.07% for the same period of 2005. The expected life of the option is estimated by reviewing historical data and considering the contractual life of the options and the vesting periods. Expected volatility is based on the historical volatility of Class B Common Stock. The risk-free interest rate is based on the discount rate on a U.S. Treasury Note of a similar duration to the expected life of the option.

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	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Expected dividend yield		4.22	%		3.16	%		4.26	%		3.14	%
Expected life (in years)		5.4			5.0			5.4			5.0
Expected volatility		38.82	%		52.49	%		38.93	%		53.60	%
Risk-free interest rate		5.02	%		4.12	%		4.98	%		3.79	%

In accordance with SFAS No. 123, we used the accounting methodology in Opinion No. 25 through December 31, 2005 and, as a result, have provided pro forma disclosures of compensation expense for options granted to employees under our stock option plans, net of related tax effects, net income and earnings per share, as if the fair value based method of accounting had been applied for the three and six months ended June 30, 2005. Had compensation cost for these plans been determined using the fair value based method for the three and six months ended June 30, 2005, our compensation expense for stock option plans, net of related tax effects, net income and net income per common share would have changed to the following pro forma amounts:

	Three Months Ended				Six Months Ended
	June 30, 2005				June 30, 2005
	As		Pro		As		Pro
	Reported		Forma		Reported		Forma
Stock-based employee compensation expense for stock option plans, net of related tax effects	$	0	$	516	$	0	$	1,417
Net income		18,347		17,831		91,017		89,600
Basic net income per common share
Class A	$	0.68	$	0.66	$	3.47	$	3.41
Class B		0.71		0.69		3.53		3.48
Combined		0.70		0.68		3.51		3.46
Diluted net income per common share
Class A	$	0.63	$	0.61	$	3.15	$	3.11
Class B		0.64		0.62		3.18		3.13
Combined		0.64		0.62		3.17		3.13

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Note 11) Segment Information

The following table reconciles information about the Advanta Business Cards segment to the consolidated financial statements:

	Advanta
	Business
	Cards		Other(1)			Total
Three months ended June 30, 2006
Interest income	$	34,450	$	6,061		$	40,511
Interest expense		10,400		7,079			17,479
Noninterest revenues		86,104		1,208			87,312
Pretax income (loss) from continuing operations		37,464		(1	)		37,463
Three months ended June 30, 2005
Interest income	$	26,640	$	4,205		$	30,845
Interest expense		7,884		5,834			13,718
Noninterest revenues		74,122		3,182			77,304
Pretax income from continuing operations		22,355		1,222			23,577
Six months ended June 30, 2006
Interest income	$	67,260	$	11,519		$	78,779
Interest expense		20,424		13,010			33,434
Noninterest revenues		167,442		2,106			169,548
Pretax income from continuing operations		72,757		332			73,089
Total assets at beginning of period		1,362,133		765,270			2,127,403
Total assets at end of period		1,383,766		756,779			2,140,545
Six months ended June 30, 2005
Interest income	$	55,506	$	7,518		$	63,024
Interest expense		16,405		9,898			26,303
Noninterest revenues		144,987		3,125			148,112
Gain on transfer of consumer credit card business		0		67,679			67,679
Pretax income		40,772		67,822			108,594
Total assets at beginning of period		994,194		698,730			1,692,924
Total assets at end of period		1,232,863		786,894			2,019,757

(1) Other includes venture capital operations as well as investment and other activities not attributable to the Advanta Business Cards segment.

Note 12) Gain on Transfer of Consumer Credit Card Business

On May 28, 2004, Advanta Corp. and certain of its subsidiaries and Bank of America Corp. (“Bank of America”) signed an agreement to resolve all outstanding litigation, including partnership tax disputes, between Advanta and Fleet Financial Group, Inc. (“Fleet”), which was acquired by Bank of America, relating to the transfer of our consumer credit card business to Fleet Credit Card Services, L.P. in 1998. The agreement was subject to the Internal Revenue Service’s final approval of the settlement of the tax disputes. We received the final approval of the Internal Revenue Service in January 2005 and, as a result, we received $63.8 million in cash from Bank of America in February 2005, representing a return of the payments that we made to Fleet in the Delaware state court litigation in February 2004. Consistent with the terms of our agreement with Bank of America, all outstanding litigation between Advanta and Fleet was dismissed in February 2005. The overall impact of the agreement with Bank of America, including the cash received, settlement of the tax disputes and reevaluation of the valuation allowance on deferred tax assets, was a pretax gain of $67.7 million, tax expense of $5.6 million and an increase in additional paid-in capital of $6.0 million in

20

the six months ended June 30, 2005. See Note 13 for further description of the income tax impact of our May 28, 2004 agreement with Bank of America.

Note 13) Income Taxes

Income tax expense was as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2006		2005		2006		2005
Income tax expense attributable to:
Continuing operations	$	14,423	$	9,195	$	28,139	$	21,542
Discontinued operations		462		2,535		462		2,535
Total income tax expense	$	14,885	$	11,730	$	28,601	$	24,077

Income tax expense (benefit) attributable to continuing operations consisted of the following components:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Current:
Federal	$	11,194		$	8,307		$	17,530		$	11,770
State		1,591			831			2,941			2,008
Total current		12,785			9,138			20,471			13,778
Deferred:
Federal		1,790			(18	)		7,756			7,299
State		(152	)		75			(88	)		465
Total deferred		1,638			57			7,668			7,764
Income tax expense attributable to continuing operations	$	14,423		$	9,195		$	28,139		$	21,542

The reconciliation of the statutory federal income tax to income tax expense attributable to continuing operations is as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2006		2005		2006		2005
Statutory federal income tax	$	13,112	$	8,252	$	25,581	$	38,008
State income taxes, net of federal income tax benefit		936		589		1,855		1,608
Nondeductible expenses		151		206		322		487
Compensation limitation		33		110		66		220
Gain on transfer of consumer credit card business		0		0		0		(12,347	)
Change in valuation allowance		0		0		0		(6,393	)
Other		191		38		315		(41	)
Income tax expense attributable to continuing operations	$	14,423	$	9,195	$	28,139	$	21,542

Our effective tax rate attributable to continuing operations was 38.5% for the three and six months ended June 30, 2006, as compared to 39.0% for the three months ended June 30, 2005 and 19.8% for the six months ended June 30, 2005. The effective tax rate for the six months ended June 30, 2005 was impacted by the Bank of America agreement and reevaluation of the valuation allowance discussed below.

21

We provide deferred taxes to reflect the estimated future tax effects of the differences between the financial statement and tax bases of assets and liabilities and currently enacted tax laws. The net deferred tax asset is comprised of the following:

	June 30,			December 31,
	2006			2005
Deferred tax assets	$	72,116		$	79,452
Deferred tax liabilities		(14,854	)		(14,529	)
Net deferred tax asset	$	57,262		$	64,923

The components of the net deferred tax asset were as follows:

	June 30,			December 31,
	2006			2005
Allowance for receivable losses	$	20,036		$	18,400
Alternative minimum tax credit carryforwards		18,984			26,060
Business credit card rewards		9,856			8,807
Deferred origination costs, net of deferred fees		(8,715	)		(7,345	)
Unrealized venture capital investment losses		6,083			5,934
Incentive and deferred compensation		3,768			5,029
Capital loss carryforwards		3,107			4,476
Securitization income		(2,624	)		(3,849	)
Other		6,767			7,411
Net deferred tax asset	$	57,262		$	64,923

In January 2005, we received the Internal Revenue Service’s final approval of the settlement of tax disputes in our May 28, 2004 agreement with Bank of America and in February 2005, we received $63.8 million in cash from Bank of America. See Note 12 for further discussion. The settlement of the tax disputes resulted in an allocation of $381 million of the disputed partnership tax deductions to Fleet, which was acquired by Bank of America, and $617 thousand of the disputed $47 million partnership taxable gain to Advanta. The impact to us of the tax deduction and gain allocation was a reduction in our deferred tax asset related to net operating loss carryforwards of $133.4 million and a corresponding reduction in our valuation allowance on deferred tax assets of $133.4 million, both in the six months ended June 30, 2005. Upon receipt of the Internal Revenue Service’s approval of the settlement of the tax disputes, the remaining valuation allowance of $12.4 million was evaluated, and management determined that it was more likely than not that the remaining deferred tax asset was realizable and therefore, no valuation allowance was needed, resulting in a $6.4 million reduction in tax expense and a $6.0 million increase in additional paid-in capital in the six months ended June 30, 2005. The increase in additional paid-in capital represented the portion of the valuation allowance that had been related to tax benefits from stock-based compensation. The gain associated with the original transfer of assets to Fleet Credit Card Services, L.P. in 1998 was not subject to income tax, and therefore, a substantial portion of the February 2004 payment to Fleet was not tax-deductible. A substantial portion of the $63.8 million payment received in February 2005 was not taxable since it is a return of our payment to Fleet in February 2004. As of June 30, 2006, the cumulative gain on transfer of consumer credit card business and our deficit capital account in Fleet Credit Card Services L.P. on a tax basis for which no deferred taxes have been provided is approximately $650 million, as the transaction structure remains nontaxable under current tax law.

We have $375 thousand of capital loss carryforwards at June 30, 2006 that are scheduled to expire in the year ending December 31, 2009 and $8.5 million that are

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scheduled to expire in the year ending December 31, 2010. Alternative minimum tax credit carryforwards do not expire.

Note 14) Discontinued Operations

The components of the gain on discontinuance of our mortgage and leasing businesses for the three and six months ended June 30, 2006 and 2005 were as follows:

	Three and Six Months Ended
	June 30, 2006						June 30, 2005
				Advanta						Advanta
	Advanta			Leasing			Advanta			Leasing
	Mortgage			Services			Mortgage			Services
Pretax gain on discontinuance of mortgage and leasing businesses	$	500		$	700		$	4,500		$	2,000
Income tax expense		(193	)		(269	)		(1,755	)		(780	)
Gain on discontinuance of mortgage and leasing businesses, net of tax	$	307		$	431		$	2,745		$	1,220

The gain on discontinuance of the mortgage business in each of the reported periods represents a change in our estimates of the future costs of mortgage business-related contingent liabilities based on new developments in litigation or disputes related to our former mortgage programs, or insurance reimbursements related to past or future costs. The gain on discontinuance of the leasing business in each of the reported periods represents changes in estimated operating results of the leasing segment over the wind down period based on trends in the performance of the leasing portfolio, sales tax assessments, or changes in the anticipated timeframe over which we expect to incur certain operating expenses related to the lease portfolio.

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Per share data was as follows:

	Three Months Ended June 30,								Six Months Ended June 30,
	Advanta				Advanta Leasing				Advanta				Advanta Leasing
	Mortgage				Services				Mortgage				Services
	2006		2005		2006		2005		2006		2005		2006		2005
Basic gain on discontinuance of mortgage and leasing businesses, net of tax, per common share
Class A	$	0.01	$	0.10	$	0.02	$	0.05	$	0.01	$	0.11	$	0.02	$	0.05
Class B		0.01		0.10		0.02		0.05		0.01		0.11		0.02		0.05
Combined		0.01		0.10		0.02		0.05		0.01		0.11		0.02		0.05
Diluted gain on discontinuance of mortgage and leasing businesses, net of tax, per common share
Class A	$	0.01	$	0.10	$	0.01	$	0.04	$	0.01	$	0.10	$	0.01	$	0.04
Class B		0.01		0.10		0.01		0.04		0.01		0.10		0.01		0.04
Combined		0.01		0.10		0.01		0.04		0.01		0.10		0.01		0.04

The components of liabilities of discontinued operations, net, were as follows:

	June 30,			December 31,
	2006			2005
Lease receivables, net	$	57		$	1,158
Other assets		368			413
Liabilities		(1,869	)		(2,080	)
Liabilities of discontinued operations, net	$	(1,444	)	$	(509	)

Liabilities of discontinued operations, net, are included in other liabilities on the consolidated balance sheets.

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Note 15) Calculation of Earnings Per Share

The following table shows the calculation of basic earnings per common share and diluted earnings per common share.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Income from continuing operations	$	23,040		$	14,382		$	44,950		$	87,052
Less: Preferred A dividends		0			0			(141	)		(141	)
Income from continuing operations available to common stockholders		23,040			14,382			44,809			86,911
Gain on discontinuance of mortgage and leasing businesses, net of tax		738			3,965			738			3,965
Net income available to common stockholders		23,778			18,347			45,547			90,876
Less: Class A dividends declared		(1,955	)		(1,014	)		(2,954	)		(1,844	)
Less: Class B dividends declared		(4,565	)		(2,535	)		(7,141	)		(4,633	)
Undistributed net income	$	17,258		$	14,798		$	35,452		$	84,399
Basic income from continuing operations per common share
Class A	$	0.84		$	0.53		$	1.63		$	3.32
Class B		0.87			0.56			1.69			3.38
Combined(1)		0.86			0.55			1.67			3.36
Diluted income from continuing operations per common share
Class A	$	0.78		$	0.49		$	1.51		$	3.02
Class B		0.79			0.50			1.52			3.04
Combined(1)		0.79			0.50			1.52			3.03
Basic net income per common share
Class A	$	0.86		$	0.68		$	1.65		$	3.47
Class B		0.90			0.71			1.72			3.53
Combined(1)		0.89			0.70			1.69			3.51
Diluted net income per common share
Class A	$	0.81		$	0.63		$	1.53		$	3.15
Class B		0.81			0.64			1.55			3.18
Combined(1)		0.81			0.64			1.54			3.17
Basic weighted average common shares outstanding
Class A		8,854			8,821			8,850			8,816
Class B		17,945			17,433			18,026			17,071
Combined		26,799			26,254			26,876			25,887
Dilutive effect of
Options Class B		2,254			1,885			2,230			1,881
Nonvested shares Class B		260			695			410			891
Diluted weighted average common shares outstanding
Class A		8,854			8,821			8,850			8,816
Class B		20,459			20,013			20,666			19,843
Combined		29,313			28,834			29,516			28,659
Antidilutive shares Options Class B		913			2			488			25

(1) Combined represents income available to common stockholders divided by the combined total of Class A and Class B weighted average common shares outstanding.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

“Advanta”, “we”, “us”, and “our” refer to Advanta Corp. and its subsidiaries, unless the context otherwise requires.

OVERVIEW

Income from continuing operations includes the following business segment results:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
($ in thousands, except per share data)	2006			2005		2006		2005
Pretax income (loss):
Advanta Business Cards	$	37,464		$	22,355	$	72,757	$	40,772
Other(A)		(1	)		1,222		332		67,822
Total pretax income		37,463			23,577		73,089		108,594
Income tax expense		14,423			9,195		28,139		21,542
Income from continuing operations	$	23,040		$	14,382	$	44,950	$	87,052
Per combined common share, assuming dilution	$	0.79		$	0.50	$	1.52	$	3.03

(A) Other for the six months ended June 30, 2005 includes a $67.7 million pretax gain on transfer of consumer credit card business.

Advanta Business Cards pretax income increased for the three and six months ended June 30, 2006 as compared to the same periods of 2005 due primarily to growth in average owned and securitized receivables, higher transaction volume, improved asset quality resulting in decreases in credit loss rates on owned and securitized receivables and decreases in operating expenses as a percentage of owned and securitized receivables. These favorable impacts were partially offset by higher cost of funds on securitized receivables and a decline in yields on owned and securitized receivables as a result of an increase in the percentage of customers in the receivables portfolio with competitive and promotional pricing as compared to the same periods of 2005 due to a higher rate of growth in 2006. We have competitively-priced our product offerings, including promotional pricing and rewards, to selectively attract and retain high credit quality customers and to respond to the competitive environment. We are experiencing the benefits of high credit quality customers through lower delinquency and credit loss rates and increased transaction volume.

Pretax income for the six months ended June 30, 2005 includes a $67.7 million pretax gain on transfer of consumer credit card business relating to our May 28, 2004 agreement with Bank of America. See “Gain on Transfer of Consumer Credit Card Business” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion.

For the three months ended June 30, 2006, we recorded an after-tax gain on the discontinuance of our mortgage and leasing businesses of $738 thousand, or $0.03 per combined diluted common share. For the three months ended June 30, 2005, we recorded a net after-tax gain on the discontinuance of our mortgage and leasing businesses of $4.0 million, or $0.14 per combined diluted common share. See “Discontinued Operations” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. We have identified accounting for allowance for receivable losses, securitization income, business credit card rewards programs and income taxes as our most critical accounting policies and estimates because they require management’s most difficult, subjective or complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. Estimates are inherently subjective and are susceptible to significant revision as more information becomes available. Changes in estimates could have a material impact on our financial position or results of operations. These accounting policies and estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2005.

ADVANTA BUSINESS CARDS

Advanta Business Cards originates new accounts directly and through the use of third parties. The following table provides key statistical information on our business credit card portfolio. Credit quality statistics for the business credit card portfolio are included in the “Provision and Allowance for Receivable Losses” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
($ in thousands)	2006		2005		2006		2005
Average owned receivables	$	997,754	$	727,253	$	963,962	$	753,071
Average securitized receivables	$	3,222,380	$	2,707,045	$	3,090,577	$	2,628,329
Cardholder transaction volume	$	3,031,493	$	2,446,510	$	5,765,415	$	4,623,319
New account originations		86,398		70,044		169,015		114,825
Average number of active accounts(1)		687,912		589,751		668,814		583,950
Ending number of accounts at June 30		978,517		822,773		978,517		822,773

(1) Active accounts are defined as accounts with a balance at month-end. Active account statistics do not include charged-off accounts. The statistics reported above are the average number of active accounts for the three and six months ended June 30.

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The increases in new account originations for the three and six months ended June 30, 2006 as compared to the same periods of 2005 are due to enhanced product offerings resulting in improved effectiveness in our marketing campaigns as well as the size and number of marketing campaigns. Based on our current marketing plans and strategies for the remainder of 2006, we expect the number of new account originations in the year ended December 31, 2006 to be 45% to 50% higher than the number of new accounts originated in the year ended December 31, 2005 and we expect owned and managed business credit card receivables to grow 20% to 30% for the year ended December 31, 2006. See “Securitization Income” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion of why management believes managed data is useful to investors. The following is a reconciliation of projected estimated owned business credit card receivable growth to managed business credit card receivable growth:

			Projected Estimate at December 31, 2006
	Actual at
	December 31,		Low End		Percentage			High End		Percentage
($ in thousands)	2005		of Range		Increase			of Range		Increase
Owned receivables	$	879,468	$	1,055,000		20.0	%	$	1,143,000		30.0	%
Securitized receivables		2,880,401		3,457,000		20.0	%		3,745,000		30.0	%
Managed receivables	$	3,759,869	$	4,512,000		20.0	%	$	4,888,000		30.0	%

The components of pretax income for Advanta Business Cards are as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
($ in thousands)	2006			2005			2006			2005
Net interest income on owned interest-earning assets	$	24,050		$	18,756		$	46,836		$	39,101
Noninterest revenues		86,104			74,122			167,442			144,987
Provision for credit losses		(10,145	)		(8,603	)		(19,479	)		(19,022	)
Operating expenses		(62,545	)		(61,920	)		(122,042	)		(124,294	)
Pretax income	$	37,464		$	22,355		$	72,757		$	40,772

Net interest income on owned interest-earning assets increased $5.3 million for the three months ended June 30, 2006 as compared to the same period of 2005 and increased $7.7 million for the six months ended June 30, 2006 as compared to the same period of 2005 due primarily to increases in average owned business credit card receivables, partially offset by decreases in the average yield earned on our business credit card receivables as a result of an increase in the percentage of customers in the receivables portfolio with competitive and promotional pricing as compared to the same periods of 2005 due to a higher rate of growth in 2006. Average owned business credit card receivables increased $271 million for the three months ended June 30, 2006 and increased $211 million for the six months ended June 30, 2006, both as compared to the same periods of 2005.

Noninterest revenues include securitization income, servicing revenues, interchange income and other fee revenues, and are reduced by business credit card rewards costs. Noninterest revenues increased $12.0 million for the three months ended June 30, 2006 as compared to the same period of 2005 and increased $22.5 million for the six months ended June 30, 2006 as compared to the same period of 2005. The most significant components of the variances in both the three and six months ended June 30, 2006 as compared to the same periods of 2005 were increases in interchange income resulting from higher merchandise sales transaction volume and increases in servicing revenues resulting from higher average securitized receivables, partially offset by increases in business credit card reward costs. Noninterest revenues for the three and six months ended June 30, 2006 also include a $2.4 million investment gain. Noninterest revenues for each period presented include the impact of changes in estimated costs of future reward redemptions. See further discussion in the “Other Revenues” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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The increases in provision for credit losses for the three and six months ended June 30, 2006 as compared to the same periods of 2005 were due primarily to increases in average owned business credit card receivables, partially offset by a reduction in the estimate of losses inherent in the portfolio based on the improving trends in delinquency and net principal charge-off rates reflecting the current composition of the portfolio that included more high credit quality customers as compared to 2005. See “Provision and Allowance for Receivable Losses” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations for more detailed discussion and a table of credit quality data.

Operating expenses for the three and six months ended June 30, 2006 as compared to the same periods of 2005 reflect higher amortization of deferred origination costs resulting from the increase in new account originations and lower salaries and employee benefits expense. Salaries and employee benefits expense decreased as a result of productivity and efficiency initiatives implemented in the second quarter of 2005. Salaries and employee benefits for the six months ended June 30, 2005 also included $2.9 million of expense associated with a separation agreement for a former executive.

INTEREST INCOME AND EXPENSE

Interest income increased $9.7 million to $40.5 million for the three months ended June 30, 2006 as compared to the same period of 2005 and increased $15.8 million to $78.8 million for the six months ended June 30, 2006 as compared to the same period of 2005. The increases in interest income were due primarily to increases in average balances of owned business credit card receivables and increases in average yields earned on our investments, partially offset by decreases in the average yield earned on our business credit card receivables. Yields on business credit card receivables decreased for the three and six months ended June 30, 2006 as compared to the same periods of 2005 as a result of an increase in the percentage of customers in the receivables portfolio with competitive and promotional pricing as compared to the same periods of 2005 due to a higher rate of growth in 2006.

Interest expense increased $3.8 million to $17.5 million for the three months ended June 30, 2006 as compared to the same period of 2005 and increased $7.1 million to $33.4 million for the six months ended June 30, 2006 as compared to the same period of 2005. The increases in interest expense were due primarily to increases in our average deposits outstanding and an increase in the average cost of funds on deposits resulting from the interest rate environment. Average deposits increased $203 million for the three months ended June 30, 2006 as compared to the same period of 2005 and increased $217 million for the six months ended June 30, 2006 as compared to the same period of 2005. Average deposits for the three and six months ended June 30, 2006 reflected the funding of higher levels of on-balance sheet receivables and assets as a result of securitizations in their accumulation periods in 2006. We expect our average cost of funds on deposits to increase through the remainder of 2006 based on the current market expectations for future short-term interest rates and the expected cost of deposits that we plan to originate to replace deposits maturing in 2006.

The following tables provide an analysis of interest income and expense data, average balance sheet data, net interest spread and net interest margin for both continuing and discontinued operations. The net interest spread represents the difference between the yield on interest-earning assets and the average rate paid on interest-bearing liabilities. The net interest margin represents the difference between the yield on interest-earning assets and the average rate paid to fund interest-earning assets. Interest income includes late fees on business credit card receivables.

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INTEREST RATE ANALYSIS AND AVERAGE BALANCES

	Three Months Ended June 30,
	2006							2005
	Average				Average			Average				Average
($ in thousands)	Balance		Interest		Rate			Balance		Interest		Rate
Interest-earning assets:
Owned receivables:
Business credit cards(1)	$	997,754	$	30,051		12.08	%	$	727,253	$	23,074		12.73	%
Other receivables		7,440		88		4.75			9,047		124		5.50
Total receivables		1,005,194		30,139		12.03			736,300		23,198		12.64
Investments(2)		500,829		5,975		4.73			556,340		4,085		2.91
Retained interests in securitizations		195,118		4,399		9.02			173,997		3,566		8.20
Interest-earning assets of discontinued operations		0		0		0.00			9,233		159		6.87
Total interest-earning assets(3)		1,701,141	$	40,513		9.53	%		1,475,870	$	31,008		8.41	%
Noninterest-earning assets		450,066							454,174
Total assets	$	2,151,207						$	1,930,044
Interest-bearing liabilities:
Deposits	$	1,122,365	$	11,858		4.24	%	$	919,543	$	7,731		3.37	%
Debt		211,736		3,320		6.29			246,990		3,758		6.10
Subordinated debt payable to preferred securities trust		103,093		2,290		8.88			103,093		2,290		8.88
Other borrowings		824		11		5.04			0		0		0.00
Total interest-bearing liabilities(4)		1,438,018	$	17,479		4.87	%		1,269,626	$	13,779		4.35	%
Noninterest-bearing liabilities		183,379							177,314
Total liabilities		1,621,397							1,446,940
Stockholders’ equity		529,810							483,104
Total liabilities and stockholders’ equity	$	2,151,207						$	1,930,044
Net interest spread						4.66	%						4.06	%
Net interest margin						5.43	%						4.68	%

(1)	Interest income includes late fees for owned business credit card receivables of $2.0 million for the three months ended June 30, 2006 and $1.4 million for the same period of 2005.
(2)	Interest and average rate for tax-free securities are computed on a tax equivalent basis using a statutory rate of 35%.
(3)	Includes assets held and available for sale and nonaccrual receivables.
(4)	Includes funding of assets for both continuing and discontinued operations.

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	Six Months Ended June 30,
	2006							2005
	Average				Average			Average				Average
($ in thousands)	Balance		Interest		Rate			Balance		Interest		Rate
Interest-earning assets:
Owned receivables:
Business credit cards(1)	$	963,962	$	58,879		12.32	%	$	753,071	$	47,919		12.83	%
Other receivables		7,591		187		4.97			9,500		253		5.37
Total receivables		971,553		59,066		12.26			762,571		48,172		12.74
Investments(2)		500,228		11,338		4.51			536,304		7,273		2.70
Retained interests in securitizations		188,017		8,381		8.92			168,393		7,587		9.01
Interest-earning assets of discontinued operations		0		0		0.00			11,979		517		8.63
Total interest-earning assets(3)		1,659,798	$	78,785		9.55	%		1,479,247	$	63,549		8.64	%
Noninterest-earning assets		478,458							366,777
Total assets	$	2,138,256						$	1,846,024
Interest-bearing liabilities:
Deposits	$	1,097,783	$	22,166		4.07	%	$	880,879	$	14,264		3.27	%
Debt		216,565		6,677		6.22			253,648		7,656		6.09
Subordinated debt payable to preferred securities trust		103,093		4,579		8.88			103,093		4,579		8.88
Other borrowings		463		12		5.02			0		0		0.00
Total interest-bearing liabilities(4)		1,417,904	$	33,434		4.75	%		1,237,620	$	26,499		4.31	%
Noninterest-bearing liabilities		193,147							152,647
Total liabilities		1,611,051							1,390,267
Stockholders’ equity		527,205							455,757
Total liabilities and stockholders’ equity	$	2,138,256						$	1,846,024
Net interest spread						4.80	%						4.33	%
Net interest margin						5.51	%						5.05	%

(1)	Interest income includes late fees for owned business credit card receivables of $3.8 million for the six months ended June 30, 2006 and $3.1 million for the same period of 2005.
(2)	Interest and average rate for tax-free securities are computed on a tax equivalent basis using a statutory rate of 35%.
(3)	Includes assets held and available for sale and nonaccrual receivables.
(4)	Includes funding of assets for both continuing and discontinued operations.

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PROVISION AND ALLOWANCE FOR RECEIVABLE LOSSES

For the three months ended June 30, 2006, provision for credit losses on a consolidated basis increased $1.5 million to $10.1 million as compared to the same period of 2005. For the six months ended June 30, 2006, provision for credit losses on a consolidated basis increased $382 thousand to $19.4 million as compared to the same period of 2005. The increases in provision for credit losses for both periods were due primarily to increases in average owned business credit card receivables of $271 million for the three months ended June 30, 2006 as compared to the same period of 2005 and $211 million for the six months ended June 30, 2006 as compared to the same period of 2005. The impact of the growth in average owned business credit card receivables was partially offset by a reduction in the estimate of losses inherent in the portfolio based on delinquency and charge-off trends and the composition of the portfolio that included more high credit quality customers. In addition to the improved credit quality, the estimate of inherent losses in the portfolio in 2006 was also impacted by the change in bankruptcy law in 2005 that resulted in receipt of a significantly higher than average number of bankruptcy filings in the months of September, October and November 2005, as borrowers rushed to file their petitions before the new bankruptcy law took effect on October 17, 2005. We estimated that the increase in bankruptcy petition filings in 2005 principally reflected an acceleration of losses that we otherwise would have expected to occur in later periods, including the six months ended June 30, 2006. Both the acceleration of charge-offs into 2005 and the improved credit quality contributed to the lower level of charge-offs for the three and six months ended June 30, 2006 as compared to the same periods of 2005.

The allowance for receivable losses on business credit card receivables was $48.5 million as of June 30, 2006, or 4.56% of owned receivables, which was lower as a percentage of owned receivables than the allowance of $44.3 million, or 5.04% of owned receivables, as of December 31, 2005. Owned business credit card receivables increased to $1.1 billion at June 30, 2006 from $879 million at December 31, 2005. The decrease in allowance as a percentage of owned receivables reflects a reduction in the estimate of losses inherent in the portfolio based on delinquency and net principal charge-off trends. The decrease also reflects a reduction in our estimate of potential loss exposure related to customers affected by the 2005 hurricanes based on our experience with those customers to date. In addition, we have continued to refine and enhance our portfolio credit risk management tools and procedures.

Although charge-off levels are not always predictable since they are impacted by the economic environment and other factors, including the impact of the changes in bankruptcy law and timing of recoveries, and there may be month-to-month or quarterly variations in losses or delinquencies, we anticipate that the owned and securitized net principal charge-off rates for the year ended December 31, 2006 will be lower than those experienced for the year ended December 31, 2005. This expectation is based on our experience to date as of June 30, 2006, the level of delinquent receivables and bankruptcy petitions at June 30, 2006 and the current composition of the portfolio that reflects our strategy to selectively attract and retain high credit quality customers.

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The following table provides credit quality data as of and for the periods indicated for our owned receivable portfolio including a summary of allowances for receivable losses, delinquencies, nonaccrual receivables, accruing receivables past due 90 days or more, and net principal charge-offs. Consolidated data includes business credit card and other receivables.

	June 30,			December 31,			June 30,
($ in thousands)	2006			2005			2005
Consolidated — Owned
Allowance for receivable losses	$	49,662		$	45,589		$	50,275
Receivables 30 days or more delinquent		25,482			23,646			26,167
Receivables 90 days or more delinquent		12,560			10,837			12,880
Nonaccrual receivables		11,824			11,476			12,286
Accruing receivables past due 90 days or more		11,266			9,479			11,067
As a percentage of receivables:
Allowance for receivable losses		4.64	%		5.14	%		6.00	%
Receivables 30 days or more delinquent		2.38			2.66			3.11
Receivables 90 days or more delinquent		1.17			1.22			1.54
Nonaccrual receivables		1.11			1.29			1.47
Accruing receivables past due 90 days or more		1.05			1.07			1.31
Net principal charge-offs for the year-to-date period ended June 30 and December 31	$	15,608		$	44,870		$	19,026
Net principal charge-offs for the three months ended June 30 and December 31		7,524			15,769			8,607
As a percentage of average receivables (annualized):
Net principal charge-offs for the year-to-date period ended June 30 and December 31		3.21	%		5.32	%		4.99	%
Net principal charge-offs for the three months ended June 30 and December 31		2.99			6.18			4.68
Business Credit Cards — Owned
Allowance for receivable losses	$	48,450		$	44,323		$	48,966
Receivables 30 days or more delinquent		25,482			23,595			26,085
Receivables 90 days or more delinquent		12,560			10,837			12,798
Nonaccrual receivables		11,824			11,476			12,286
Accruing receivables past due 90 days or more		11,266			9,479			10,985
As a percentage of receivables:
Allowance for receivable losses		4.56	%		5.04	%		5.91	%
Receivables 30 days or more delinquent		2.40			2.68			3.15
Receivables 90 days or more delinquent		1.18			1.23			1.54
Nonaccrual receivables		1.11			1.30			1.48
Accruing receivables past due 90 days or more		1.06			1.08			1.33
Net principal charge-offs for the year-to-date period ended June 30 and December 31	$	15,604		$	44,865		$	19,022
Net principal charge-offs for the three months ended June 30 and December 31		7,520			15,768			8,603
As a percentage of average receivables (annualized):
Net principal charge-offs for the year-to-date period ended June 30 and December 31		3.24	%		5.37	%		5.05	%
Net principal charge-offs for the three months ended June 30 and December 31		3.01			6.23			4.73

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SECURITIZATION INCOME

We sell business credit card receivables through securitizations accounted for as sales under GAAP. We continue to own and service the accounts that generate the securitized receivables. Securitizations impact the following line items on our consolidated income statements:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
($ in thousands)	2006		2005		2006		2005
Securitization income	$	29,686	$	30,066	$	63,264	$	60,462
Interest income (discount accretion)		4,399		3,566		8,381		7,587
Interchange income		39,127		32,390		72,841		59,721
Servicing revenues		15,329		12,819		29,011		25,418
Total	$	88,541	$	78,841	$	173,497	$	153,188

Our retained interests in securitizations entitle us to the excess spread on the securitized receivables. Excess spread represents income-related cash flows on securitized receivables net of noteholders’ interest, servicing fees, and net principal charge-offs. Fair value estimates used in the recognition of securitization income include cash flow estimates of interest income on securitized receivables in excess of interest expense (interest earned by noteholders), servicing fees and credit losses on securitized receivables.

Securitization income decreased $380 thousand for the three months ended June 30, 2006 as compared to the same period of 2005 and increased $2.8 million for the six months ended June 30, 2006 as compared to the same period of 2005. Securitization income decreased for the three months ended June 30, 2006 as compared to the same period of 2005 due primarily to an increase in the floating interest rates earned by noteholders and a decrease in yields on securitized receivables, partially offset by the positive impact of decreases in the net principal charge-off rates on securitized receivables and growth in average securitized receivables. Securitization income increased for the six months ended June 30, 2006 as compared to the same period of 2005 due primarily to growth in average securitized receivables and decreases in charge-off rates on securitized receivables, partially offset by an increase in the floating interest rates earned by noteholders and a decrease in the average yield earned on securitized receivables. Yields on securitized receivables decreased for the three and six months ended June 30, 2006 as compared to the same periods of 2005 as a result of an increase in the percentage of customers in the receivables portfolio with competitive and promotional pricing as compared to the same periods of 2005 due to a higher rate of growth in 2006. The increase in the floating interest rates earned by noteholders for the three and six months ended June 30, 2006 as compared to the same periods of 2005 resulted from the rising interest rate environment, which we expect may continue through the remainder of 2006 based on the current market expectations for future short-term interest rates. The decreases in charge-off rates on securitized receivables for the three and six months ended June 30, 2006 as compared to the same periods of 2005 were due to the current composition of the portfolio that includes more high credit quality customers and the impact of the change in bankruptcy law in 2005 discussed in the “Provision and Allowance for Receivable Losses” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations. Our future expectations for net principal charge-off rates on securitized receivables are similar to those in owned business credit card receivables as discussed in the “Provision and Allowance for Receivable Losses” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations. We estimate that the increase in bankruptcy charge-offs in 2005 principally reflected an

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acceleration of losses that we otherwise would have expected to occur in later periods, including the six months ended June 30, 2006. As a result of lower yields, higher floating interest rates earned by noteholders, the impact of the timing of bankruptcy charge-offs and our expectations regarding future charge-off rates, our estimate of future cash flows over the three-month weighted average life of the existing securitized receivables decreased at June 30, 2006 as compared to the estimates at March 31, 2006 and December 31, 2005, which resulted in unfavorable valuation adjustments to the retained interest-only strip of $2.2 million for the three months ended June 30, 2006 and $3.5 million for the six months ended June 30, 2006.

Managed Receivable Data

In addition to evaluating the financial performance of the Advanta Business Cards segment under GAAP, we evaluate Advanta Business Cards’ performance on a managed basis. Our managed business credit card receivable portfolio is comprised of both owned and securitized business credit card receivables. We believe that performance on a managed basis provides useful supplemental information to investors because we retain interests in the securitized receivables and, therefore, we have a financial interest in and exposure to the performance of the securitized receivables. Revenue and credit data on the managed portfolio provides additional information useful in understanding the performance of the retained interests in securitizations.

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The following tables provide managed data for Advanta Business Cards and a reconciliation of the managed data to the most directly comparable GAAP financial measures:

Managed Financial Measures and Statistics
	Advanta								Advanta
	Business		GAAP			Securitization			Business Cards		Managed
($ in thousands)	Cards GAAP		Ratio(1)			Adjustments			Managed		Ratio(1)
Three Months Ended June 30, 2006
Net interest income	$	24,050		8.06	%	$	64,511		$	88,561		8.39	%
Noninterest revenues		86,104		28.87			(35,678	)		50,426		4.78
Provision for credit losses		10,145		3.40			28,833	(2)		38,978		3.69
Average business credit card interest-earning assets		1,192,872					3,027,262			4,220,134
Three Months Ended June 30, 2005
Net interest income	$	18,756		8.32	%	$	72,951		$	91,707		10.68	%
Noninterest revenues		74,122		32.90			(34,627	)		39,495		4.60
Provision for credit losses		8,603		3.82			38,324	(2)		46,927		5.47
Average business credit card interest-earning assets		901,250					2,533,048			3,434,298
Six Months Ended June 30, 2006
Net interest income	$	46,836		8.13	%	$	130,896		$	177,732		8.77	%
Noninterest revenues		167,442		29.07			(73,668	)		93,774		4.63
Provision for credit losses		19,479		3.38			57,228	(2)		76,707		3.78
Average business credit card interest-earning assets		1,151,979					2,902,560			4,054,539
Six Months Ended June 30, 2005
Net interest income	$	39,101		8.49	%	$	143,819		$	182,920		10.82	%
Noninterest revenues		144,987		31.47			(70,225	)		74,762		4.42
Provision for credit losses		19,022		4.13			73,594	(2)		92,616		5.48
Average business credit card interest-earning assets		921,464					2,459,936			3,381,400
As of June 30, 2006
Ending business credit card receivables	$	1,062,249				$	3,323,869		$	4,386,118
Receivables 30 days or more delinquent		25,482		2.40	%		90,987			116,469		2.66	%
Receivables 90 days or more delinquent		12,560		1.18			45,008			57,568		1.31
As of December 31, 2005
Ending business credit card receivables	$	879,468				$	2,880,401		$	3,759,869
Receivables 30 days or more delinquent		23,595		2.68	%		87,610			111,205		2.96	%
Receivables 90 days or more delinquent		10,837		1.23			40,223			51,060		1.36
As of June 30, 2005
Ending business credit card receivables	$	828,724				$	2,685,504		$	3,514,228
Receivables 30 days or more delinquent		26,085		3.15	%		100,283			126,368		3.60	%
Receivables 90 days or more delinquent		12,798		1.54			49,583			62,381		1.78

(1)

Ratios are as a percentage of average business credit card interest-earning assets except delinquency ratios which are as a percentage of ending business credit card receivables.

(2)

Includes the amount by which the credit losses would have been higher had the securitized receivables remained as owned and the provision for credit losses on securitized receivables been equal to actual reported charge-offs. In addition, unfavorable valuation adjustments to retained interests in securitizations of $2.2 million in the three months ended June 30, 2006 and $3.5 million in the six months ended June 30, 2006 are included as increases to provision for credit losses.

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SERVICING REVENUES

Advanta Business Cards recognized servicing revenue as follows:

($ in thousands)	2006		2005
Three months ended June 30	$	15,329	$	12,819
Six months ended June 30		29,011		25,418

The increases in servicing revenue for the three and six months ended June 30, 2006 as compared to the same periods of 2005 were due to increased volume of securitized business credit card receivables.

OTHER REVENUES

	Three Months Ended						Six Months Ended
	June 30,						June 30,
($ in thousands)	2006			2005			2006			2005
Interchange income	$	51,217		$	40,738		$	95,610		$	76,434
Business credit card cash back rewards		(10,852	)		(7,198	)		(20,365	)		(13,242	)
Business credit card business rewards		(5,444	)		(5,582	)		(10,048	)		(10,333	)
Investment securities gains, net		2,824			1,225			3,532			185
Balance transfer fees		1,689			1,616			3,333			2,645
Cash usage fees		854			787			1,677			1,658
Earnings on investment in Fleet Credit Card Services, L.P.		819			1,033			819			1,033
Other business credit card fees		753			651			1,605			1,442
Other, net		437			1,149			1,110			2,410
Total other revenues, net	$	42,297		$	34,419		$	77,273		$	62,232

Interchange income includes interchange fees on both owned and securitized business credit card receivables. The increases in interchange income for the three and six months ended June 30, 2006 as compared to the same periods of 2005 were due primarily to higher merchandise sales transaction volume. The average interchange rates were 2.2% for the three-month and six-month periods ended June 30, 2006 and 2005.

The increases in business credit card cash back rewards for the three and six months ended June 30, 2006 as compared to the same periods of 2005 were due primarily to higher merchandise sales transaction volume and higher average number of business credit card accounts in the cash back rewards programs. The decreases in business credit card business rewards for the three and six months ended June 30, 2006 as compared to the same periods of 2005 were due primarily to changes in estimates of rewards costs, partially offset by higher merchandise sales transaction volume. Each period includes changes in estimates of costs of future reward redemptions based on changes in experience in redemption rates and the costs of business rewards redeemed, and/or changes in the rewards programs. Changes in estimates increased other revenues by $200 thousand for the three months ended June 30, 2006 as compared to a decrease of $1.1 million for the same period of 2005. Changes in estimates increased other revenues by $700 thousand for the six months ended June 30, 2006 as compared to a decrease of $1.7 million for the same period of 2005.

The increases in balance transfer fees for the three and six months ended June 30, 2006 as compared to the same periods of 2005 were due primarily to increases in average owned business credit card receivables, partially offset by the impact of an increase in life-of-balance promotional offers that generally do not have a transaction fee but carry a higher interest rate than offers with an initial transaction fee.

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Investment securities gains, net, include realized and unrealized gains and losses on venture capital investments reflecting the market conditions for those investments in each respective period, as well as realized gains and losses on the sale of other investments. There were no gains or losses on venture capital investments for the three months ended June 30, 2006 as compared to net gains of $1.2 million for the same period of 2005. We had net gains of $330 thousand on venture capital investments for the six months ended June 30, 2006 as compared to net gains of $185 thousand for the same period of 2005. For the three and six months ended June 30, 2006, net realized gains on other investments included a $2.4 million gain on MasterCard Incorporated’s redemption of a portion of our shares related to their initial public offering.

GAIN ON TRANSFER OF CONSUMER CREDIT CARD BUSINESS

On May 28, 2004, Advanta Corp. and certain of its subsidiaries and Bank of America signed an agreement to resolve all outstanding litigation, including partnership tax disputes, between Advanta and Fleet, which was acquired by Bank of America, relating to the transfer of our consumer credit card business to Fleet Credit Card Services, L.P. in 1998. The agreement was subject to the Internal Revenue Service’s final approval of the settlement of the tax disputes. We received the final approval of the Internal Revenue Service in January 2005 and, as a result, we received $63.8 million in cash from Bank of America in February 2005, representing a return of the payments that we made to Fleet in the Delaware state court litigation in February 2004. Consistent with the terms of our agreement with Bank of America, all outstanding litigation between Advanta and Fleet was dismissed in February 2005. The overall impact of the agreement with Bank of America, including the cash received, settlement of the tax disputes and reevaluation of the valuation allowance on deferred tax assets, was a pretax gain of $67.7 million, tax expense of $5.6 million and an increase in additional paid-in capital of $6.0 million in the six months ended June 30, 2005. See “Income Taxes” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion of the income tax impact of our May 28, 2004 agreement with Bank of America.

OPERATING EXPENSES

	Three Months Ended				Six Months Ended
	June 30,				June 30,
($ in thousands)	2006		2005		2006		2005
Salaries and employee benefits	$	24,014	$	26,301	$	47,303	$	52,155
Amortization of deferred origination costs, net		11,711		9,940		23,659		17,887
External processing		6,182		5,483		12,123		10,631
Marketing		4,150		5,157		7,757		12,097
Professional fees		2,918		2,853		5,495		6,502
Equipment		2,371		2,697		4,988		5,513
Occupancy		2,332		2,007		4,471		3,884
Credit		1,380		1,408		2,473		2,681
Other		7,678		6,405		14,106		13,521
Total operating expenses	$	62,736	$	62,251	$	122,375	$	124,871

Salaries and employee benefits decreased for the three and six months ended June 30, 2006 as compared to the same periods of 2005 due to a reduction in staffing levels implemented in the second quarter of 2005 as part of productivity and efficiency initiatives that resulted in $2.1 million of severance and related costs in June 2005 and reduced salaries and employee benefits expense in subsequent periods. Salaries and employee benefits for the six months ended June 30, 2005 also included $2.9

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million of expense associated with a separation agreement with a former executive. The decreases for the three and six months ended June 30, 2006 as compared to the same periods of 2005 were partially offset by increases in expense related to employee stock options resulting from the adoption of SFAS No. 123R as discussed below.

In December 2004, the FASB issued SFAS No. 123R which addresses accounting for equity-based compensation arrangements, including employee stock options. Entities are required to measure the cost of employee services received in exchange for awards of equity instruments at the grant date of the award using a fair value based method. Prior to January 1, 2006, we used the accounting methodology in Opinion No. 25 and, as a result, had not recognized compensation expense for options granted to employees under our stock option plans. We adopted SFAS No. 123R on January 1, 2006 using the modified prospective method, and recognized $1.1 million of salaries and employee benefits expense related to employee stock options for the three months ended June 30, 2006 and $1.7 million for the six months ended June 30, 2006. We estimate that our salaries and employee benefits expense related to employee stock options will be approximately $4 million for the year ending December 31, 2006, based on the number of unvested options as of June 30, 2006 and estimates of options to be granted in the remainder of 2006.

Amounts paid to third parties to acquire business credit card accounts and certain other origination costs are deferred and netted against any related business credit card origination fee, and the net amount is amortized on a straight-line basis over a privilege period of one year. Amortization of deferred origination costs, net, increased for the three and six months ended June 30, 2006 as compared to the same periods of 2005 due primarily to increases in new account originations, partially offset by decreases in our average acquisition cost per account due to enhanced product offerings resulting in improved effectiveness in our marketing campaigns.

External processing expense increased for the three and six months ended June 30, 2006 as compared to the same periods of 2005 due primarily to increases in the number of accounts and higher transaction volume.

Marketing expense decreased for the three and six months ended June 30, 2006 as compared to the same periods of 2005 due primarily to a reduction in sponsorship activities relating to cultural events. In addition, for the six months ended June 30, 2006 as compared to the same period of 2005, marketing expense decreased due to higher costs in 2005 associated with the development of programs to originate new customers. Costs related to marketing programs to stimulate card usage, enhance customer loyalty and retain existing accounts also were lower in the six months ended June 30, 2006 as compared to the same period of 2005, due to a refinement in the targeting of those marketing programs.

Professional fees decreased for the six months ended June 30, 2006 as compared to the same period of 2005 due primarily to a decrease in the use of external consultants for marketing initiatives and a decrease in expenses incurred for other corporate matters.

LITIGATION CONTINGENCIES

We estimate our litigation reserves based on the status of litigation and our assessment of the ultimate resolution of each action after consultation with our attorneys. However, due to the inherent uncertainty in litigation and since the ultimate resolutions of our litigation, claims and other legal proceedings are influenced by factors outside of our control, it is reasonably possible that our actual results will differ from our estimates. Changes in estimates or other charges related to litigation are included in operating expenses of the respective business segment if related to continuing operations, or gain (loss) on

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discontinuance of mortgage and leasing businesses if related to discontinued operations. See Note 8 to the consolidated financial statements for further discussion of litigation contingencies.

INCOME TAXES

Income tax expense was as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
($ in thousands)	2006			2005			2006			2005
Income tax expense	$	14,423		$	9,195		$	28,139		$	21,542
Effective tax rate		38.5	%		39.0	%		38.5	%		19.8	%

In January 2005, we received the Internal Revenue Service’s final approval of the settlement of tax disputes in our May 28, 2004 agreement with Bank of America and in February 2005, we received $63.8 million in cash from Bank of America. See “Gain on Transfer of Consumer Credit Card Business” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion. Excluding the impact of the Bank of America agreement and reevaluation of the valuation allowance discussed below, our effective tax rate would have been 39% for the six months ended June 30, 2005. The settlement of the tax disputes resulted in an allocation of $381 million of the disputed partnership tax deductions to Fleet, which was acquired by Bank of America, and $617 thousand of the disputed $47 million partnership taxable gain to Advanta. The impact to us of the tax deduction and gain allocation was a reduction in our deferred tax asset related to net operating loss carryforwards of $133.4 million and a corresponding reduction in our valuation allowance on deferred tax assets of $133.4 million, both in the six months ended June 30, 2005. Upon receipt of the Internal Revenue Service’s approval of the settlement of the tax disputes, the remaining valuation allowance of $12.4 million was evaluated, and management determined that it was more likely than not that the remaining deferred tax asset was realizable and therefore, no valuation allowance was needed, resulting in a $6.4 million reduction in tax expense and a $6.0 million increase in additional paid-in capital in the six months ended June 30, 2005. The increase in additional paid-in capital represented the portion of the valuation allowance that had been related to tax benefits from stock-based compensation. The gain associated with the original transfer of assets to Fleet Credit Card Services, L.P. in 1998 was not subject to income tax, and therefore, a substantial portion of the February 2004 payment to Fleet was not tax-deductible. A substantial portion of the $63.8 million payment received in February 2005 was not taxable since it is a return of our payment to Fleet in February 2004. As of June 30, 2006, the cumulative gain on transfer of consumer credit card business and our deficit capital account in Fleet Credit Card Services L.P. on a tax basis for which no deferred taxes have been provided is approximately $650 million, as the transaction structure remains nontaxable under current tax law.

We have $375 thousand of capital loss carryforwards at June 30, 2006 that are scheduled to expire in the year ending December 31, 2009 and $8.5 million that are scheduled to expire in the year ending December 31, 2010.

In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109. The statement provides a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In accordance with the statement, before a tax benefit can be recognized, a tax position is evaluated using a threshold that it is more likely than not that the tax position will be sustained upon examination. When evaluating

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the more-likely-than-not recognition threshold, a company should presume the tax position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. If the tax position meets the more-likely-than-not recognition threshold, it is initially and subsequently measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This statement is effective for Advanta on January 1, 2007. Management is currently evaluating the potential impact of this statement.

DISCONTINUED OPERATIONS

For the three months ended June 30, 2006, we recorded a $500 thousand pretax gain on discontinuance of our mortgage business representing changes in estimates of legal expenses and related insurance reimbursements and other favorable changes in estimate related to a former mortgage insurance product. For the same period of 2005, we recorded a $4.5 million pretax gain on discontinuance of our mortgage business due primarily to a change in estimate of expected recoveries from insurance reimbursements for legal expenses incurred during either past or on-going litigation, partially offset by increased litigation reserves and reserves for legal costs, based on developments in litigation in that period.

We recorded a pretax gain on the discontinuance of our leasing business of $700 thousand for the three months ended June 30, 2006 and $2.0 million for the same period of 2005, both representing changes in estimated leasing operating results of the leasing segment over the wind down period. The largest components of the change in estimate in 2006 were favorable credit recoveries and equipment realization rates based on recent performance trends. The largest components of the change in estimate in 2005 were favorable credit performance and sales tax assessments, partially offset by a reduction in our estimated realization rate on equipment residuals.

OFF-BALANCE SHEET ARRANGEMENTS

Off-balance sheet business credit card securitizations provide a significant portion of our funding and they are one of our primary sources of liquidity. At June 30, 2006, off-balance sheet securitized receivables represented 62% of our funding. These transactions enable us to limit our credit risk in the securitized receivables to the amount of our retained interests in securitizations. We had securitized business credit card receivables of $3.3 billion at June 30, 2006 and $2.9 billion at December 31, 2005.

The following table summarizes securitization data including income and cash flows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
($ in thousands)	2006		2005		2006		2005
Average securitized receivables	$	3,222,380	$	2,707,045	$	3,090,577	$	2,628,329
Securitization income		29,686		30,066		63,264		60,462
Discount accretion		4,399		3,566		8,381		7,587
Interchange income		39,127		32,390		72,841		59,721
Servicing revenues		15,329		12,819		29,011		25,418
Proceeds from new securitizations		534,374		390,675		1,070,264		390,675
Proceeds from collections reinvested in revolving-period securitizations		1,779,595		1,368,525		3,463,397		3,040,170
Cash flows received on retained interests		92,582		80,563		170,210		140,729

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See “Securitization Income” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations for discussion of income related to securitizations. See Note 6 to the consolidated financial statements for the key assumptions used in estimating the fair value of retained interests in securitizations as of June 30, 2006 and December 31, 2005 and for the three and six months ended June 30, 2006 and 2005.

In the six months ended June 30, 2006, we completed additional business credit card securitizations using the AdvantaSeries de-linked structure. The revolving periods for those securitizations extend to the following dates:

	Noteholder Principal		Scheduled End of
($ in thousands)	Balance		Revolving Period
AdvantaSeries Class A (2006-A1)	$	200,000	February 28, 2007
AdvantaSeries Class A (2006-A2)		250,000	May 31, 2008
AdvantaSeries Class A (2006-A3)		250,000	September 30, 2008
AdvantaSeries Class A (2006-A4)		300,000	August 31, 2010
AdvantaSeries Class B (2006-B1)		100,000	November 30, 2008
AdvantaSeries Class D (2006-D1)		15,000	May 31, 2010
AdvantaSeries Class D (2006-D2)		25,000	September 30, 2010

The interest rate spreads on the securities issued in the securitization transactions completed in the six months ended June 30, 2006 were lower than the spreads on similarly-rated securities completed in 2005 due to the asset quality performance of our business credit card portfolio and market demand for these securities.

We have a $200 million committed commercial paper conduit facility that provides off-balance sheet funding, none of which was used at June 30, 2006. Upon the expiration of this facility in June 2007, management expects to obtain the appropriate level of replacement funding under similar terms and conditions.

When a securitization is in its revolving period, principal collections on securitized receivables allocated to that securitization are used to purchase additional receivables to replenish receivables that have been repaid. In contrast, when a securitization starts its accumulation period, principal collections are held in the trust until the payment date of the notes. As principal is collected on securitized receivables during an accumulation period of a securitization, we need to replace that amount of funding. Our $400 million Series 2003-D securitization is scheduled to end its revolving period in August 2006 and noteholders are expected to be paid in November 2006. We expect to replace the funding of the accumulating securitization through additional securitizations with similar conditions as our existing securitizations and expect that the new securitizations will have terms, including interest rate spreads, consistent with the improved terms experienced in our recent 2006 securitizations. The level of investment-grade notes outstanding at June 30, 2006 issued as part of the AdvantaSeries de-linked securitization structure, and our ability to issue and hold additional AdvantaSeries non-investment grade notes, provides additional capacity for future securitization issuances in excess of our expected funding needs for the remainder of 2006. The de-linked structure provides flexibility to issue different classes of asset-backed securities with varying maturities, sizes, and terms based on our funding needs and prevailing market conditions.

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The following securitizations had noteholder principal payment dates in the six months ended June 30, 2006:

	Noteholder		End of Revolving	Noteholder
($ in thousands)	Principal Balance		Period	Payment Date
Series 2003-A		400,000	November 2005	February 2006
Series 2003-B		300,000	March 2006	June 2006

Accounts receivables from securitizations and amounts due to the securitization trust at June 30, 2006 have decreased as compared to December 31, 2005 primarily as a result of the end of the Series 2003-A accumulation period and noteholder payment.

In August 2005, the FASB issued a revised exposure draft, Accounting for Transfers of Financial Assets – An Amendment of FASB Statement No. 140. The statement provides guidance for determining whether financial assets must first be transferred to a QSPE to be derecognized, determining additional permitted activities for QSPEs, eliminating prohibitions on QSPEs’ ability to hold passive derivative financial instruments, and requires that interests related to transferred financial assets held by a transferor be initially recorded at fair value. In August 2006, the FASB reported that it expects to issue a final statement in the second quarter of 2007. Management will evaluate any potential impact of the final statement when it is available.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. This statement amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and SFAS No. 140 and eliminates the guidance in SFAS No. 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets, which provided that beneficial interests in securitized financial assets are not subject to SFAS No. 133. Under the new statement, an entity may irrevocably elect to measure a hybrid financial instrument that would otherwise require bifurcation, at fair value in its entirety on an instrument-by-instrument basis. The statement clarifies which interest-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, and amends SFAS No. 140 to eliminate the prohibition on a qualifying special purpose entity from holding certain derivative financial instruments. The statement is effective for all financial instruments that we acquire or issue after January 1, 2007. We do not expect the adoption of this statement to have a material impact on our financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, that amends SFAS No. 140. The statement clarifies when an obligation to service financial assets should be separately recognized as a servicing asset or a servicing liability, requires that a separately recognized servicing asset or servicing liability be initially measured at fair value, if practicable, and permits an entity with a separately recognized servicing asset or servicing liability to choose either the amortization method or fair value method for subsequent measurement. The statement is effective for Advanta on January 1, 2007. We do not expect the adoption of this statement to have a material impact on our financial position or results of operations.

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MARKET RISK SENSITIVITY

We measure our interest rate risk using a rising rate scenario and a declining rate scenario. We estimate net interest income using a third party software model that uses standard income modeling techniques. We measure the effect of interest rate risk on our managed net interest income, which includes net interest income on owned assets and net interest income on securitized receivables. The measurement of managed net interest income in addition to net interest income on owned assets is meaningful because our securitization income fluctuates with yields on securitized receivables and interest rates earned by securitization noteholders. Both increasing and decreasing rate scenarios assume an instantaneous shift in rates and measure the corresponding change in expected net interest income as compared to a base case scenario. We estimated that our net interest income would change as follows over a twelve-month period:

	June 30,			December 31,
	2006			2005
Estimated percentage increase (decrease) in net interest income on owned receivables:
Assuming 200 basis point increase in interest rates		9	%		13	%
Assuming 200 basis point decrease in interest rates		(6	)%		(11	)%
Estimated percentage increase (decrease) in net interest income on securitized receivables:
Assuming 200 basis point increase in interest rates		(8	)%		(9	)%
Assuming 200 basis point decrease in interest rates		11	%		12	%
Estimated percentage increase (decrease) in net interest income on managed receivables:
Assuming 200 basis point increase in interest rates		(3	)%		(3	)%
Assuming 200 basis point decrease in interest rates		5	%		5	%

Our managed net interest income decreases in a rising rate scenario due to the variable rate funding of the majority of our off-balance sheet securitized receivables and the portion of the business credit card portfolio that is effectively at a fixed rate because of the nature of the pricing of the accounts or because the cardholder pays their balance in full each month. Our business credit card receivables include interest rate floors that cause our managed net interest income to increase in the declining rate scenario. Changes in the composition of our balance sheet, the interest rate environment and securitization funding strategies have also impacted the results of the net interest income sensitivity analyses as of June 30, 2006 as compared to the results as of December 31, 2005.

The above estimates of net interest income sensitivity alone do not provide a comprehensive view of our exposure to interest rate risk and are not necessarily indicative of potential changes in our owned, securitized and managed net interest income. Additional factors such as changes in the portfolio, customer behavior and marketing strategies also affect owned, securitized and managed net interest income and accordingly, actual results may differ from these estimates. The quantitative risk information is limited by the parameters and assumptions utilized in generating the results. These analyses are useful only when viewed within the context of the parameters and assumptions used. The above rate scenarios do not reflect management’s expectation regarding the future direction of interest rates, and they depict only two possibilities out of a large set of possible scenarios.

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LIQUIDITY, CAPITAL RESOURCES AND ANALYSIS OF FINANCIAL CONDITION

At June 30, 2006, we had a high level of liquidity including $37.9 million of cash and $417.7 million of federal funds sold. In addition, at June 30, 2006 we had $577.7 million of receivables held for sale that could be sold to generate additional liquidity. We also had investments available for sale at June 30, 2006 that could be sold to generate additional liquidity.

As shown on the statements of cash flows, our operating activities generated $64.9 million of cash for the six months ended June 30, 2006 and the amount of cash generated was impacted by the timing of securitization transactions. For the six months ended June 30, 2005, we used $31.2 million of cash in operating activities due primarily to the increase in receivables held for sale in excess of proceeds from receivables sold in the period and due to the timing of securitization transactions. We expect to fund future growth and continuing operations with off-balance sheet securitizations, deposits and sources of operating cash flow, including excess spread and servicing revenues related to securitized receivables, interchange income, and interest and fee income on owned receivables.

Our access to unsecured, institutional debt is limited since Advanta Corp.’s debt rating is not investment grade. However, we do have access to a diversity of funding sources. Our components of funding were as follows:

	June 30, 2006					December 31, 2005
($ in thousands)	Amount		%			Amount		%
Off-balance sheet securitized receivables(1)	$	3,199,473		62	%	$	2,771,505		59	%
Deposits		1,163,262		22			1,070,572		23
Debt		210,623		4			226,856		5
Subordinated debt payable to preferred securities trust		103,093		2			103,093		2
Equity		520,959		10			515,437		11
Total	$	5,197,410		100	%	$	4,687,463		100	%

(1) Excludes our ownership interest in the noteholder principal balance of securitizations (subordinated trust assets) that are held on-balance sheet and classified as retained interests in securitizations.

As shown above in the components of funding table, off-balance sheet securitizations provide a significant portion of our funding and are one of our primary sources of liquidity. See “Off-Balance Sheet Arrangements” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion of off-balance sheet securitizations and their impact on our liquidity, capital resources and financial condition.

In March 2006, the Board of Directors of Advanta Corp. approved an increase in the regular quarterly cash dividends on Class A and Class B Common Stock beginning with the dividend paid in the second quarter of 2006. The quarterly dividend increased for Class A Common Stock from $0.1134 to $0.2125 per share and for Class B Common Stock from $0.1361 to $0.2550 per share. We are funding the increase in dividends with sources of operating cash flows.

In May 2006, we repurchased 995 thousand shares of Class B Common Stock beneficially owned by Advanta Corp.’s Chairman and Chief Executive Officer for $38.5 million. The purchase price was funded with existing liquidity. The stock repurchase and material terms were authorized by Advanta Corp.’s Audit Committee and Board of Directors (with the Chairman and Chief Executive Officer abstaining). Also in May 2006, in connection with the vesting of shares related to the 2005 performance year for our management incentive program, we withheld 132 thousand

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vested shares with a market value of $5.0 million from certain employees (including officers) to meet our minimum statutory tax withholding requirements. We funded tax withholding payments with existing liquidity.

Advanta Corp. and its subsidiaries are involved in litigation, class action lawsuits, claims and legal proceedings arising in the ordinary course of business or discontinued operations. See Note 8 to the consolidated financial statements for further discussion. Management believes that the aggregate loss, if any, resulting from existing litigation, claims and other legal proceedings will not have a material adverse effect on our liquidity or capital resources based on our current expectations regarding the ultimate resolutions of these existing actions after consultation with our attorneys. However, due to the inherent uncertainty in litigation and since the ultimate resolutions of our litigation, claims and other legal proceedings are influenced by factors outside of our control, it is reasonably possible that the estimated cash flow related to these proceedings may change or that actual results will differ from our estimates.

Our bank subsidiaries are subject to regulatory capital requirements and other regulatory provisions that restrict their ability to lend and/or pay dividends to Advanta Corp. and its affiliates. Advanta Bank Corp. issues and primarily funds our business purpose credit cards and is the servicer of our discontinued leasing business. Advanta Bank Corp. paid dividends to Advanta Corp. of $40 million in the six months ended June 30, 2006. At June 30, 2006, Advanta Bank Corp.’s combined total capital ratio (combined Tier I and Tier II capital to risk-weighted assets) was 22.5% as compared to 21.8% at December 31, 2005. At both dates, Advanta Bank Corp. had capital in excess of levels a bank is required to maintain to be classified as well-capitalized under the regulatory framework for prompt corrective action. Prior to our exit from the mortgage business in the first quarter of 2001, Advanta National Bank issued and funded a large portion of our mortgage business. Advanta National Bank’s operations are currently not material to our consolidated operating results. Our insurance subsidiaries are also subject to certain capital and dividend rules and regulations as prescribed by state jurisdictions in which they are authorized to operate. Management believes that these restrictions, for both bank and insurance subsidiaries, will not have an adverse effect on Advanta Corp.’s ability to meet its cash obligations due to the current levels of liquidity and diversity of funding sources.

CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Quarterly Report on Form 10-Q contains statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”). In addition, other written or oral communications provided by Advanta from time to time may contain “forward-looking statements.” Forward-looking statements are not historical facts but instead are based on certain assumptions by management and represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. Forward-looking statements in this Quarterly Report on Form 10-Q include, among others: statements about anticipated growth in credit card accounts; anticipated charge-off rates; anticipated stock option expense; expected cost of funds; estimated values of and anticipated cash flows from our retained interests in securitizations; our ability to replace existing credit facilities and securitization financing, when they expire or terminate; realizability of net deferred tax asset; anticipated outcome and effects of litigation and other future expectations of Advanta.

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Forward-looking statements are subject to various assumptions, risks and uncertainties which change over time, and speak only as of the date they are made. Forward-looking statements are often identified by words or phrases such as “is anticipated,” “are expected to,” “are estimated to be,” “intend to,” “believe,” “will likely result,” “projected,” “may,” or other similar words or phrases. We undertake no obligation to update any forward-looking information except as required by law. However, any further disclosures made on related subjects in our subsequent reports filed with the SEC, including our Reports on Forms 10-K, 10-Q and 8-K, should be consulted. We caution readers that actual results may be materially different from those in the forward-looking information. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:

(1)	factors affecting our net interest income on owned and securitized receivables, including fluctuations in the volume of receivables and the range and timing of pricing offers to cardholders;
(2)	competitive pressures, including product development and pricing, among financial institutions;
(3)	political conditions, social conditions, monetary and fiscal policies and general economic and environmental conditions that affect the level of new account originations, customer spending, delinquencies and charge-offs;
(4)	factors affecting fluctuations in the number of accounts or receivable balances including the retention of cardholders after promotional pricing periods have expired;
(5)	interest rate fluctuations;
(6)	the level of expenses;
(7)	the timing of the securitization of our receivables;
(8)	the effects of government regulation, including restrictions and limitations imposed by banking laws, regulators, and examinations;
(9)	effect of, and changes in, tax laws, rates, regulations and policies;
(10)	effect of legal and regulatory developments, including changes in bankruptcy laws and regulations and the ultimate resolution of industry-related judicial proceedings relating to the legality of certain interchange rates;
(11)	relationships with customers, significant vendors and business partners;
(12)	difficulties or delays in the development, production, testing and marketing of products or services, including the ability and cost to obtain intellectual property rights or a failure to implement new products or services when anticipated;
(13)	the amount and cost of financing available to us;
(14)	the ratings on the debt of Advanta Corp. and its subsidiaries;

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(15)	the effects of changes in accounting policies or practices as may be required by changes in U.S. generally accepted accounting principles;
(16)	the impact of litigation, including judgments, settlements and actual or anticipated insurance recoveries for costs or judgments;
(17)	the proper design and operation of our disclosure controls and procedures; and
(18)	the ability to attract and retain key personnel.

The cautionary statements provided above are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the “safe harbor” provisions of the Act for any such forward-looking information. Also see, “Item 1A. Risk Factors” in Part II of this report for further discussion of important factors that could cause actual results to differ from those in the forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is incorporated herein by reference to “Item 2-Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report on Form 10-Q under the heading “Market Risk Sensitivity.”

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted pursuant to the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

An evaluation was performed by management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2006, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The legal proceedings and claims described under the heading captioned “Commitments and Contingencies” in Note 8 of the Notes to Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report are hereby incorporated by reference.

ITEM 1A. RISK FACTORS

Information regarding risks that may affect our future performance are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operation – CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995” and in our other filings with the Securities and Exchange Commission.

Except for the risk factors set forth below, there have been no material changes to our risk factors disclosed in Item 1A of Part I in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

Legislative and regulatory developments may affect our business operations and ability to generate new accounts. Banking and finance businesses in general are the subject of extensive regulation at the state and federal levels, and numerous legislative and regulatory proposals are advanced each year which, if adopted, could affect our profitability or the manner in which we conduct our activities. Additionally, industrial loan banks, such as Advanta Bank Corp., are subject to extensive state and federal regulation and scrutiny. On July 28, 2006, the FDIC adopted a six month moratorium on applications for deposit insurance by industrial loan banks as well as on notices of change in bank control for existing industrial loan banks. The recently adopted moratorium is not expected to impact our current business operations. It is impossible to determine the extent of the impact of any new or additional laws, regulations or initiatives that may be proposed or whether any of the federal or state proposals will become law.

The credit card industry is also highly regulated by federal and state laws. These laws affect how loans are made, enforced and collected. The United States Congress and state legislatures may pass new laws, or may amend existing laws, to further regulate the credit card industry or to reduce finance charges or other fees applicable to credit card accounts. This could make it more difficult for us to change the terms of our existing business credit card accounts or to collect business credit card receivables and could decrease our income and profitability. In recent years certain industry groups and consumers have expressed concerns about interchange rates related to Visa^® and MasterCard^® credit and debit transactions and about increases in the interchange rates. In some other countries, regulators have taken actions to challenge or reduce interchange rates and certain other fees banks charge on transactions. While there is no specific imminent regulatory action pending to restrict interchange rates in the United States, interchange rates have also been the topic of increased Congressional and regulatory interest. Also in the United States, several suits have been filed by various merchants alleging that the establishment of interchange rates violates the antitrust laws. Any restriction on or reduction in interchange rates would reduce the amount of interchange paid to us and could have an adverse effect upon our results of operations and financial position.

Federal and state legislatures as well as government regulatory agencies are considering legislative and regulatory initiatives related to enhanced credit scoring disclosure, interchange rates, data security, penalty pricing, minimum monthly payments and other aspects of credit card lending, marketing and

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operations. While many of these initiatives are generally directed at consumer transactions, it is possible that if any were to become effective they could impact small business lending and accordingly, make compliance more difficult and expensive and negatively affect our operating results and the manner in which we conduct our business.

Actions by bank regulatory authorities as well as federal and state legislatures could affect the manner in which we conduct our business and our financial condition. We conduct our business credit card business through Advanta Bank Corp., a Utah chartered industrial bank that is subject to regulatory oversight and examination by both the Federal Deposit Insurance Corporation and the Utah Department of Financial Institutions. We also own Advanta National Bank, a national banking association that is subject to regulatory oversight primarily by the Office of the Comptroller of the Currency. Both banks are subject to provisions of federal law that regulate their activities and require them to operate in a safe and sound manner. The effects of, and changes in, the level of regulatory scrutiny, regulatory requirements and initiatives, including mandatory and possible discretionary actions by federal and state regulators, restrictions and limitations imposed by laws applicable to industrial loan banks and national banks, bank regulatory examinations, audits and possible agreements between the bank and its regulators may affect the operations of the bank and our financial condition. See “Item 1. Business – Government Regulation” in our Annual Report on Form 10-K for further discussion.

We have procedures to comply with applicable local, state and federal laws, rules and regulations and we believe that we comply in all material respects with these requirements. We incur substantial costs and expenses in connection with our compliance programs and efforts. Changes in or the adoption of additional or more restrictive laws, rules and regulations applicable to us could make compliance more difficult and expensive. Failure to comply with applicable statutory and regulatory requirements can lead to, among other remedies, class action lawsuits and administrative enforcement actions.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)	None.
(b)	None.
(c)	The table below provides information with respect to all purchases of equity securities by us during the period from April 1, 2006 through June 30, 2006. All shares reported in the table below are shares of Class B Common Stock.

								(d)Maximum Number (or
						(c)Total Number of		Approximate Dollar
	(a)Total					Shares Purchased		Value of Shares) that
	Number of			(b)Average		as Part of		May Yet Be Purchased
	Shares			Price Paid		Publicly Announced		Under the Plans or
Period	Purchased			per Share		Plans or Programs		Programs
4/1/06 — 4/30/06		0			N/A		0		0
5/1/06 — 5/31/06		1,126,992	(A)	$	38.61		0		0
6/1/06 — 6/30/06		0			N/A		0		0
Total		1,126,992		$	38.61		0		0

(A) In May 2006, Advanta Corp. repurchased 995 thousand shares of Class B Common Stock beneficially owned by its Chairman and Chief Executive Officer for $38.5 million. In May 2006, in connection with the vesting of shares related to the 2005 performance year for Advanta Corp.’s management incentive program, 132

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thousand vested shares with a market value of $5.0 million were withheld from certain employees (including officers) to meet Advanta Corp.’s minimum statutory tax withholding requirements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)	Advanta Corp. held its Annual Meeting of Stockholders on June 14, 2006 (the “Annual Meeting”).
(b)	Not required.
(c)	The following proposals were submitted to a vote of stockholders.
	The election of three directors to hold office until the 2009 Annual Meeting of Stockholders.

NOMINEES	VOTES FOR		VOTES WITHHELD
Olaf Olafsson		7,969,407		555,629
William A. Rosoff		7,884,348		640,688
Michael Stolper		8,258,011		267,025

The proposal to ratify the appointment by the Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2006:

FOR	AGAINST		ABSTAIN		BROKER NON-VOTES
8,306,048		83,750		135,238		0

(d) Not required.

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ITEM 6. EXHIBITS

Exhibits – The following exhibits are being filed with this report on Form 10-Q.

Exhibit
Number	Description of Document
10.1	Stock Repurchase Agreement, entered into as of May 9, 2006, by and among Advanta Corp., Dennis Alter, Dennis J. Alter, Trustee U/I/T dated December 15, 2003 and Dennis J. Alter, Trustee U/I/T dated May 24, 2004 (incorporated by reference to Exhibit 10.2 to Advanta Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006)
10.2	Advanta Management Incentive Program VI adopted April 17, 2006*
10.3	Form of Advanta Corp. Stock Award Grant Document (AMIP VI)*
12	Computation of Ratio of Earnings to Fixed Charges
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Management contract or compensatory plan.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Advanta Corp.
(Registrant)

By	/s/Philip M. Browne
	Senior Vice President and
	Chief Financial Officer
	August 8, 2006
By	/s/David B. Weinstock
	Vice President and
	Chief Accounting Officer
	August 8, 2006

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EXHIBIT INDEX

		Manner of
Exhibit	Description	Filing
10.1	Stock Repurchase Agreement, entered into May 9, 2006, by and among Advanta Corp., Dennis Alter, Dennis J. Alter, Trustee U/I/T dated December 15, 2003 and Dennis J. Alter, Trustee U/I/T dated May 24, 2004	*
10.2	Advanta Management Incentive Program VI adopted April 17, 2006	**
10.3	Form of Advanta Corp. Stock Award Grant Document (AMIP VI)	**
12	Computation of Ratio of Earnings to Fixed Charges	**
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	**
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	**
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	**
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	**

*	Incorporated by reference to Exhibit 10.2 to Advanta Corp.’s Quarterly Report on Form 10-Q for the period ended March 31, 2006.
**	Filed electronically herewith.

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EX-10.2

Exhibit 10.2

ADVANTA MANAGEMENT INCENTIVE PROGRAM VI

     1. Purpose. The Advanta Management Incentive Program VI (“AMIP VI”) is being established by Advanta Corp., a Delaware corporation for the benefit of those of its employees who are designated as eligible to participate in AMIP VI, and for the benefit of those employees of certain Eligible Affiliates (as hereinafter defined) of Advanta Corp. who are designated as eligible to participate in AMIP VI (such employees of Advanta Corp. or of its Eligible Affiliates being referred to herein as “Eligible Employees”). AMIP VI is intended to operate in conjunction with the Advanta Corp. Senior Management Incentive Plan (“SMIP”) or any other bonus program, plan or arrangement to provide Eligible Employees with incentive to devote themselves to the success of Advanta Corp. and its affiliates through compensation arrangements that provide opportunities for Eligible Employees to receive bonus compensation and to acquire, in connection with such bonus compensation, shares of Advanta Corp. Class B Common Stock, par value $0.01 per share (the “Common Stock”). Through this program, those Eligible Employees who elect to participate in AMIP VI (“Participants”) may benefit from the successful performance of Advanta Corp. and its affiliates through the payment of discretionary bonuses, and from increases in the value of the Common Stock on a cumulative basis. The term “Eligible Affiliate” as used herein means any entity other than Advanta Corp. whose employees are eligible to receive grants under Advanta Corp.’s 2000 Omnibus Stock Incentive Plan (the “Omnibus Plan”). The term “Company” as used herein refers collectively to Advanta Corp. and its Eligible Affiliates. Capitalized terms that are not otherwise defined herein shall have the meanings ascribed to them in the Omnibus Plan.

          2. Program to Operate in Conjunction with Omnibus Plan. The grants of Common Stock made under AMIP VI are to be granted under the Omnibus Plan. Any such grants of Common Stock shall be made pursuant to the provisions set forth herein and in any applicable Grant Document. No shares of Common Stock may be granted pursuant to the terms of AMIP VI except to the extent such grant is permissible and within the applicable limitations of the Omnibus Plan.

          3. Annual and Other Bonus Programs.

          (a) Discretionary Bonus Programs. AMIP VI, SMIP and any other bonus program, plan or arrangement that may be established by Advanta Corp. from time to time, are intended to constitute discretionary bonus arrangements for the purpose of motivating individual performance of Eligible Employees. For purposes of AMIP VI, SMIP or any other bonus programs that may be established from time to time, the Company may set a “target” bonus for each Eligible Employee (the “Target Bonus”) for a performance period (which can be the calendar year or such other period that the Committee (as defined herein) deems appropriate, any such period being referred to herein as a “Performance Period”).

          (b) Election to Participate in AMIP VI. Subject to all of the terms and conditions of this AMIP VI and any applicable Grant Document, an Eligible Employee may become a Participant by electing to receive all or a portion of his or her Target Bonus (if any is

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awarded under SMIP or other applicable bonus program designated by the Committee) in shares of Common Stock in lieu of cash.

          (c) Bonus Awards. The Committee shall make all determinations as to whether a Participant should receive all or only a portion (or none) of his or her Target Bonus, and may also determine at its discretion to pay a bonus that is in excess of a Participant’s Target Bonus based on the bonus criteria established by the Committee and any other facts and circumstances the Committee determines to be relevant for these purposes. A Participant may receive from 0% up to a maximum of 200% of his or her Target Bonus based on the Committee’s determination of the extent to which the Company and the Participant have met the performance goals established by the Committee for the applicable Performance Period.

     4. Administration.

          (a) Establishment of Committee to Administer the Program. AMIP VI shall be administered by one or more committees charged with responsibility for the administration of the Omnibus Plan (referred to as the “Committee”). For these purposes, the term “Committee” shall have the same meaning as that term is given in the Omnibus Plan. References herein to the Committee shall be deemed to be references to the Board of Directors in circumstances where the Board of Directors is acting as the Committee, as required by the context.

          (b) Committee Meetings and Actions. The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority of the members of the Committee and acts approved in writing by the unanimous consent of the members of the Committee or by such other means as the Committee determines to be valid shall be valid acts of the Committee. The interpretation and construction by the Committee of any provision of AMIP VI or of any grant awarded in connection with AMIP VI shall be final, binding and conclusive.

          (c) Administrative Procedures and Rules. The Committee shall have the authority to establish any procedures, rules and regulations it deems necessary or appropriate for the administration and interpretation of AMIP VI, which may include rules and procedures to enable the Company to: discharge any obligations it may have with respect to federal, state or local tax withholding; comply with applicable laws, including federal securities laws and the Sarbanes-Oxley Act of 2002; and cause, to the extent possible, any transactions by Participants pursuant to the terms of AMIP VI to be exempt from potential liability under the short-swing profit rules of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), pursuant to Rule 16b-3, or otherwise. The Committee may also delegate its responsibilities with respect to AMIP VI as the Committee determines to be necessary or appropriate, at its discretion.

     5. Eligibility to Participate. Each of the Company’s Section 16 Officers shall be eligible to participate in AMIP VI. In addition, those employees of the Company who are designated as Eligible Employees by a member of the Office of the Chairman shall be eligible to participate in AMIP VI. The Committee may, from time to time establish guidelines to be used

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for purposes of determining which employees should be designated as Eligible Employees for purposes of AMIP VI.

     6. Grants of Restricted Stock Awards.

          (a) Discretionary Grants of Restricted Stock Awards to Participants. Eligible Employees who elect to participate in AMIP VI will receive a grant of nonvested, restricted Shares (a “Restricted Stock Award”). Under the Omnibus Plan, the Committee has the authority to make grants of Restricted Stock to Eligible Employees on such terms and conditions as the Committee, at its discretion, deems appropriate in order to take into account any facts and circumstances that influence the effectiveness of AMIP VI and any other programs or compensation plans or arrangements of the Company, as a means by which the Company may provide appropriate performance incentives for Eligible Employees. Such facts and circumstances shall include, but are not limited to, any facts and circumstances related to levels of compensation and bonuses paid by other similarly situated employers and the needs of the Company to encourage the retention of valued employees and to reward high levels of performance by such employees. Nothing contained in this Section 6(a) shall, however, constitute authorization to grant more Shares under AMIP VI than are authorized in the aggregate for grants under the Omnibus Plan.

          (b) Documents. Restricted Stock Awards shall be granted under the provisions of the Omnibus Plan and shall be evidenced by stock certificates and, if applicable, Grant Documents in such form as the Committee shall approve from time to time. The Committee shall have the right to amend the Grant Documents issued to a Participant from time to time at its discretion; provided, however, that any such amendment shall, to the extent materially adverse to the Participant, be effective only with the Participant’s consent. Notwithstanding the foregoing, the Committee shall have the absolute right to amend any Grant Documents in order to conform the terms thereof to the original intent of the Committee, and to correct any inadvertent operational errors or errors in calculation and documentation that may arise in the implementation of AMIP VI or any grants made hereunder.

     7. Terms and Conditions of Restricted Stock Awards Under AMIP VI. Restricted Stock Awards shall be granted pursuant to the Omnibus Plan and shall be subject to such terms and conditions as are established by the Committee with respect to each such Restricted Stock Award (which may be set out in a Grant Document). Except to the extent the Committee determines to establish other terms and conditions for one or more Restricted Stock Awards, the terms and conditions applicable to each Restricted Stock Award, and the basis on which Restricted Stock Awards are made hereunder, shall be as set forth in this Section 7.

          (a) Elections by Participants. Each Eligible Employee shall be permitted to elect (which election shall be irrevocable) to receive Common Stock pursuant to AMIP VI and to designate a percentage (0%, 25%, 50%, 75% or 100%) of such employee’s Target Bonus for each Performance Period to be received in the form of Common Stock. If an election (other than 0%) is made, the Participant shall be granted a Restricted Stock Award in lieu of all or a portion

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of the Participant’s Target Bonuses potentially payable with respect to the Performance Periods that make up the Election Period. Any election by a Participant under this Section 7(a) shall be made by completing the election form or forms that may be established for this purpose by the Committee and filing such form(s) at the time and in the manner required by the Committee, all as determined by the Committee at its discretion.

               (i) A Participant making an election to receive Common Stock for more than one Performance Period during the Election Period may establish a separate percentage with respect to each Performance Period.

               (ii) Except as otherwise provided herein, for purposes of AMIP VI the “Election Period” means a period of four Performance Periods, consisting of the 2006, 2007, 2008 and 2009 calendar years, with respect to which Restricted Stock Awards may be made as a means of paying all or a portion of the Target Bonuses that may be payable for those Performance Periods.

          (b) Determination of Shares Subject to Restricted Stock Award. In the event a Participant elects a percentage (other than 0%) under Section 7(a), such Participant shall be granted a Restricted Stock Award for a number of Shares that is determined by applying such election percentage to the Target Bonus to which it applies and then dividing that amount by the amount that the Committee determines to be representative of the value of a share of Common Stock at the time such Restricted Stock Award is made (the “Set Aside Price”). For purposes of AMIP VI, the Set Aside Price shall be the closing price of the Common Stock on the date of grant, unless the Committee determines another value to be applicable to any Restricted Stock Award. For purposes of AMIP VI, the closing price of the Common Stock means the last reported trade price, as reported by Nasdaq. This calculation is performed for each Performance Period in the Election Period and then aggregated to determine the Participant’s total Restricted Stock Award. For example,

               (i) Assume that a Participant has a Target Bonus established at the beginning of that Election Period that is 20% of his or her base compensation (which is $90,000) so that the Participant’s Target Bonus is $18,000;

               (ii) Assume further that this Participant has elected 50% as the election percentage with respect to the first two Performance Periods and 75% with respect to the last two Performance Periods; and

               (iii) Assume finally that the Set Aside Price is $30.

Applying the election percentage to each of the Target Bonuses covered by the Election Period, the aggregate amount calculated would be $45,000 (50% of $18,000, or $9,000, for each of the first two Target Bonuses, and 75% of $18,000, or $13,500, for each of the last two Target Bonuses). The Restricted Stock Award to this Participant for the Election Period will be 1,500 Shares ($45,000 divided by $30).

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          (c) Establish Requirements or Limits. The Committee may establish minimum or maximum election percentages for all Participants or any subgroup of Participants for each of the Performance Periods within the Election Period.

          (d) Pro Rata Participation for New Participants During the Election Period. In the event an employee becomes an Eligible Employee for any reason (including promotion or being newly hired) subsequent to the time Restricted Stock Awards are initially made under AMIP VI:

               (i) If the Committee has not prescribed an election percentage for the Eligible Employee, he or she will be permitted to elect (which election shall be irrevocable) to become a Participant by completing the election form or forms that may be established for this purpose by the Committee and filing the form(s) at the time and in the manner required by the Committee, all as determined by the Committee at its discretion.

               (ii) If the Eligible Employee elects to become a Participant under this Section 7(d) by electing to receive more than 0% of his or her Target Bonuses for one or more subsequent Performance Periods in Common Stock, such Participant shall be granted a Restricted Stock Award for a number of Shares that is determined by applying the election percentages to each of the Participant’s applicable Target Bonuses for the remainder of the Election Period (which will, unless otherwise determined by the Committee at its discretion, be a pro-rata portion of a particular Target Bonus if a particular Performance Period is only a portion of the Performance Period that would otherwise apply), and then dividing that amount by the Set Aside Price, as determined in accordance with Section 7(b), at the time such Restricted Stock Award is made. For example, assume a Participant has a Target Bonus that is equal to $40,000 and that this Participant first becomes eligible to participate in AMIP VI at the beginning of 2007 (and can, therefore, only potentially receive Target Bonuses for 2007, 2008 and 2009). Assume further that this Participant has elected 50% as the election percentage for each of the 2007, 2008 and 2009 Performance Periods and that the Set Aside Price is $40. The Restricted Stock Award to this Participant would be for 1,500 Shares (50% of $40,000, or $20,000, for each of the three remaining Performance Periods for a total of $60,000, divided by $40).

          (e) Modification for Increases in Target Bonus Percentage. Except as may otherwise be determined by the Committee, if a Participant has an increase in his or her Target Bonus percentage (whether as a consequence of receiving a promotion or of other action by the Committee), such Participant’s previous election to receive a percentage of the Target Bonuses for the applicable Performance Periods in Common Stock shall be applied to the difference between (x) his or her old Target Bonus and (y) the increased Target Bonus after applying the increased Target Bonus percentage for the remaining portion of any current Performance Period (if the Target Bonus percentage is increased during a Performance Period) and for any subsequent Performance Periods. Except as may otherwise be determined by the Committee, for purposes of this Section 7(e) the number of additional Shares to be granted to the Participant as an additional Restricted Stock Award is to be calculated based on the closing price of the

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Common Stock on the date of the new grant, or as otherwise determined by the Committee under Section 7(b) hereof.

          (f) Committee Adjustments to Restricted Stock Awards. Notwithstanding anything contained herein to the contrary and in addition to any discretionary authority of the Committee under any other provision of AMIP VI, the Omnibus Plan or any applicable Grant Document, the Committee shall have the authority to make adjustments to any of the determinations used in calculating the number of Shares that are subject to Restricted Stock Awards hereunder. The Committee shall have authority to determine the adjustments to be made under this Section 7(f), and any such determination by the Committee shall be final, binding and conclusive.

     8. Vesting.

          (a) Vesting Date — General. Except to the extent alternative vesting provisions are established by the Committee, either by incorporation in the terms of a Grant Document or by other action taken by the Committee, each Restricted Stock Award granted under the Omnibus Plan pursuant to the provisions set forth herein shall become fully vested on the tenth anniversary of the date of grant of such Restricted Stock Award, provided that on such date the Participant is, and has continuously been, during the period from the date of grant until the tenth anniversary thereof, an employee of the Company. Notwithstanding the foregoing, consistent with the terms and conditions of AMIP VI and the Omnibus Plan, the Committee may determine, at its discretion, to accelerate the vesting of all or a portion of the Shares upon the occurrence of certain events or conditions, including without limitation as provided below in Sections 8(b), 8(c), 8(d), 8(e) and 8(f).

          (b) Accelerated Vesting as Payment of Target Bonus. In the event the Committee, in accordance with the provisions of Section 3(c) hereof, determines that a Participant should receive a bonus (either below, at or in excess of the Participant’s Target Bonus), the Committee may provide for accelerated vesting of all or any portion of a Restricted Stock Award in lieu of payment of the applicable portion of the Participant’s Target Bonus that would, but for the arrangements established hereunder, have been paid to a Participant as a cash bonus for the applicable Performance Periods occurring during the Election Period. If the Committee accelerates the vesting of less than all of the Shares related to a Performance Period, the Committee may at any time, at its discretion, accelerate the vesting of the remaining nonvested Shares prior to the date on which they otherwise would vest under Section 8(a) hereof.

               (i) For example, assume a Participant has a Target Bonus that is equal to $36,000 and has elected 50% as the election percentage to determine the portion of his or her Restricted Stock Award for the second of four Performance Periods that make up the Election Period. Assume also that the Set Aside Price was $30. The Restricted Stock Award to this Participant corresponding to the second Performance Period would be 600 Shares (50% of $36,000, or $18,000, divided by $30). Since this portion of the Participant’s Restricted Stock Award represents a conversion of 50% of his $36,000 Target Bonus from a cash benefit to a

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stock benefit, the Committee may determine to vest at the time cash bonus payments are to be distributed with respect to the second Performance Period all or a portion of the 600 Shares. The extent to which those Shares are vested would be determined at the discretion of the Committee which could, for example, vest all 600 Shares if the Committee determines that the Participant is entitled to receive 100% or more of his Target Bonus for that Performance Period, but could, in the alternative, vest only 400 of those Shares if the Committee were to determine that the Participant should be paid only 2/3 of his or her Target Bonus for that Performance Period. In this situation (i.e., where a portion of the Shares granted with respect to a particular Performance Period remain nonvested after the bonuses for that Performance Period are paid), the Committee may, at its discretion, choose to accelerate these otherwise nonvested Shares prior to the date on which they would otherwise become vested (i.e., prior to the tenth anniversary of the date of grant), as provided in Section 8(b) above, including without limitation in connection with the Committee’s determination to pay all or a portion of a later bonus award.

               (ii) Using the example set out above, the benefit of participation in the Common Stock grant aspect of AMIP VI is illustrated if it is assumed that, at the time the Target Bonuses for the second Performance Period are paid, the value of a share of Common Stock has increased to $40 (from the $30 Set Aside Price). If the Participant is determined to have earned 100% of his or her Target Bonus for that Performance Period, the cash bonus would have been a payment of $36,000. If the 600 Shares of Common Stock corresponding to the Participant’s 50% stock election for this Target Bonus are fully vested by the Committee, the Participant’s benefit would consist of a 50% cash payment of $18,000, plus an economic benefit from fully vesting in the 600 Shares that is valued at $24,000 (600 Shares x $40), effectively increasing the Participant’s bonus from $36,000 to $42,000 as a result of the increased value of the Common Stock.

          (c) Requirement of Continued Employment. Except as otherwise provided herein, a Participant generally shall not become vested in and shall forfeit and have no further rights in his or her Restricted Stock Award if, as of the date the bonus for the applicable Performance Period would have become payable, the Participant has ceased to be employed by the Company even if the Participant was employed by the Company through the last day of the Performance Period. Similarly, the Participant generally shall not be entitled to receive the cash portion of his or her bonus (whether under SMIP or any other bonus program), if any, if he or she has ceased to be employed by the Company as of the date the bonus for the applicable Performance Period would have become payable even if the Participant was employed by the Company through the last day of the Performance Period. Notwithstanding the foregoing, the Committee may, at its discretion, after considering any relevant facts and circumstances regarding the Company, the Participant’s performance and anything else deemed relevant by the Committee, accelerate the vesting of all or a portion of the Participant’s Restricted Stock Award with respect to a Participant who has ceased to be employed by the Company.

          (d) Acceleration of Vesting on Retirement. In the event a Participant terminates employment with the Company by reason of his or her retirement, the Committee may, after considering any relevant facts or circumstances regarding the Company, the

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performance of the Participant and anything else deemed relevant by the Committee, accelerate the vesting of a portion of such Participant’s Restricted Stock Award so as to approximate the benefit such Participant would have received had he or she continued to be employed through the end of all or a portion of the Performance Period, then pro-rated for the portion of the Performance Period through the Participant’s termination of employment; provided, however, that the Committee, at its discretion, may, after considering any relevant facts or circumstances regarding the Company, the performance of the Participant and anything else deemed relevant by the Committee, accelerate the vesting of more or less than such pro-rated portion of the Restricted Stock Award. For these purposes, the Committee may determine, at its discretion, whether a Participant’s termination of employment is to be treated as a “retirement” or otherwise.

          (e) Acceleration of Vesting on Death or Disability. In the event a Participant terminates employment with the Company by reason of his or her death or disability, the Committee may accelerate the vesting of a portion of such Participant’s Restricted Stock Award so as to approximate the benefit such Participant would have received had he or she continued to be employed through the end of all or a portion of the Performance Period, then pro-rated for the portion of the Performance Period through the Participant’s termination of employment; provided, however, that the Committee, at its discretion, may, after considering any relevant facts or circumstances regarding the Company, the performance of the Participant and anything else deemed relevant by the Committee, accelerate the vesting of more or less than such pro-rated portion of the Restricted Stock Award. For these purposes, the Committee may determine, at its discretion, whether a Participant’s termination of employment is by reason of his or her disability.

          (f) Occurrence of a Change of Control. If there is a Change of Control (as defined in this Section 8(f)), a Participant’s Restricted Stock Award granted pursuant hereto shall, to the extent not otherwise previously vested, be forfeited, and the Participant shall have no further rights with respect to any such Restricted Stock Award, unless the Committee otherwise determines, at its discretion, to accelerate the vesting of all or a portion of a Participant’s Restricted Stock Award upon the occurrence of, or otherwise in connection with, a Change of Control. For these purposes, the term “Change of Control” shall have the meaning set forth in the Omnibus Plan; provided, however, that, in the event a transaction constitutes a Change of Control for these purposes, the forfeiture of the nonvested portion of a Participant’s Restricted Stock Award or such other action as the Committee determines shall occur by reason of the Change of Control shall only occur as of the date the transaction that constitutes or gives rise to a Change of Control is consummated.

     9. Forfeiture of Shares and Bonuses. All Shares subject to a Participant’s Restricted Stock Award which have not vested shall be forfeited without the receipt of any payment by the Participant upon the last day of the Participant’s employment or service with the Company or upon a Change of Control, except to the extent the Committee otherwise determines to establish a vesting date for all or a portion of the nonvested Shares subject to the Restricted Stock Award, including without limitation as set forth in Section 8 hereof.

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     10. Transfer of Shares. No Shares that are subject to a Restricted Stock Award granted hereunder may be transferred, pledged, or encumbered until such time as such Shares become vested.

     11. Amendment and Termination of AMIP VI. The Committee may amend AMIP VI from time to time in such manner as it deems advisable or appropriate, and may terminate AMIP VI at any time; provided, however, that no amendment to AMIP VI shall, nor shall the termination of AMIP VI, materially adversely affect any previously granted Restricted Stock Award without the consent of the affected Participant except to the extent expressly permitted under Section 6(b) hereof.

     12. No Continued Employment. The grant of a Restricted Stock Award pursuant hereto shall not be construed to imply or to constitute evidence of any agreement, express or implied, on the part of the Company to retain the Participant in the employ or service of the Company, and each Participant shall remain subject to discharge to the same extent as if AMIP VI had not been adopted.

     13. Taxes.

          (a) Withholding of Taxes. Whenever Shares subject to a Restricted Stock Award vest or, if sooner, whenever a Participant must include the Shares in income for federal, state or local income and/or other tax purposes, the Company shall have the right to (a) require the Participant to remit or otherwise make available to the Company an amount sufficient to satisfy all of the Company’s applicable federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such Shares, (b) withhold a portion of any Shares which are deliverable pursuant to AMIP VI or any other bonus program, plan or arrangement that have a then fair market value sufficient to satisfy all of the Company’s applicable federal, state and/or local withholding tax requirements or (c) take whatever action it deems necessary to protect the Company’s interests with respect to its applicable federal, state and/or local withholding tax requirements or obligations. Advanta Corp.’s obligation to make any delivery or transfer of vested Shares shall be conditioned on the Participant’s compliance with all applicable withholding requirements to the Company’s satisfaction. In addition to the foregoing, the Committee may impose such requirements as it deems necessary or appropriate in order to arrange for the Company’s withholding obligations to be handled properly, which may include imposing a forfeiture of all or any portion of a Participant’s Restricted Stock Award and/or any cash bonus payable hereunder or under any other bonus program, plan or arrangement if such Participant does not comply with such requirements or deadlines the Committee may establish from time to time.

          (b) Section 83(b) Elections. In the event any Participant makes an election under Section 83(b) of the Code to take into income the value of a Restricted Stock Award granted hereunder without regard to the existence of a substantial risk of forfeiture with respect to such Restricted Stock Award, but fails to make adequate arrangements for payment of the tax

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withholding liabilities applicable by reason of such election, such Participant’s Restricted Stock Award shall be immediately forfeited in its entirety.

     14. Dividend and Other Rights. Except to the extent otherwise determined by the Committee or as expressly provided herein, each Participant shall be entitled to receive dividends paid, if any, with respect to the Shares that are subject to any Restricted Stock Award granted to such Participant, and shall be entitled to all other rights, if any, of a holder of such Shares until such Shares are forfeited pursuant to the terms of AMIP VI or the applicable Grant Document.

     15. Stock Certificates. The stock certificate(s) evidencing a Restricted Stock Award shall be registered in the name of the Participant to whom such Restricted Stock Award is granted and shall bear a legend referring to the terms, conditions and restrictions applicable to the Shares subject thereto. The Committee may direct Advanta Corp. to either retain physical possession or custody of or place into escrow any such certificate(s) until such time as such Shares are vested.

     16. No Fractional Shares. In the event that any calculation of a number of shares hereunder (including the calculations of the number of Shares to be granted to a Participant or to be vested upon the awarding of a bonus to a Participant) shall result in a number of shares that includes a fractional share, the number of shares shall be rounded down to the nearest whole number of shares.

     17. Special Rules Applicable by reason of Internal Revenue Code Section 409A. AMIP VI is intended to provide bonus compensation and is not intended to provide benefits that are in the nature of nonqualified deferred compensation. AMIP VI is to be interpreted and implemented by the Committee, to the extent possible, so that benefits to Participants are not deemed to be nonqualified deferred compensation for purposes of Section 409A of the Internal Revenue Code (the “Code”) and applicable regulations promulgated thereunder. In general, it is anticipated that benefits payable under AMIP VI will not be considered to be a form of nonqualified deferred compensation by reason of the exemption available for payments that are considered to be only a “short-term” deferral of compensation, as defined in Q&A 4 of IRS Notice 2005-1, and Proposed Treasury Regulation Section 1.409A-1(b)(4), and such other guidance as may be issued by the Treasury Department or the IRS under Code Section 409A in the future. Notwithstanding such anticipated exemption from Code Section 409A, in the event benefits payable under AMIP VI are determined to constitute a form of nonqualified deferred compensation to which Code Section 409A is applicable, the Committee shall take such steps as it deems to be necessary or appropriate in order to provide for payment of benefits under AMIP VI at such time and in such manner as the Committee determines to be compliant with the requirements of Code Section 409A.

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     18. Miscellaneous.

          (a) Governing Law. The provisions of AMIP VI and all questions relating to the validity, interpretation and performance of AMIP VI, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (notwithstanding any conflict-of-law doctrines of any state or other jurisdiction to the contrary).

          (b) Provisions Separable. The provisions of AMIP VI are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

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EX-10.3

Exhibit 10.3

SAMPLE

ADVANTA CORP.
STOCK AWARD GRANT DOCUMENT (AMIP VI)

     This Restricted Stock Award Grant Document (the “Grant Document”) constitutes the Grant Document for the Award granted by Advanta Corp. pursuant to the terms of the Advanta Management Incentive Program VI (“AMIP VI”), a program established under the Advanta Corp. 2000 Omnibus Stock Incentive Plan (the “Plan”), on <<GrantDate>> (the “Date of Grant”) to <<Recipient>> (the “Grantee”), and is subject to all applicable terms and conditions set forth in AMIP VI and subject to the limitations of the Plan.

     1. Definitions. All terms stated with initial capitalization within this Grant Document shall have the meaning set forth in AMIP VI or the Plan unless otherwise defined herein or as may be required by the context. As used herein:

          (a) “Restricted Period” means, with respect to each Share that is subject to this Grant Document, the period beginning on the Date of Grant and ending on the Vesting Date.

          (b) “Restricted Stock” means the <<#>> Shares that have been granted subject to the terms of this Grant Document.

          (c) “Vesting Date” shall mean the date on which a Share ceases to be subject to restrictions.

     2. Restrictions on the Restricted Stock. During the Restricted Period, the Grantee shall not be permitted to sell, transfer, pledge or assign the Restricted Stock except by will or by the laws of descent and distribution. The Company shall, in its discretion, either maintain possession of the certificates respecting the Restricted Stock, place the certificates in the custody of an escrow agent for the duration of the Restricted Period or transfer the certificates to the Grantee; provided, however, that such certificates shall be legended in a manner determined to be appropriate by the Committee that indicates such restrictions as are in effect with respect to the Restricted Stock evidenced by such certificates.

     3. Lapse of Restrictions. Subject to the terms and conditions set forth herein, in AMIP VI and in the Plan, the restrictions set forth in Section 2 with respect to each of the shares of Restricted Stock shall lapse on the applicable Vesting Date.

          (a) General Vesting Date: The applicable Vesting Date for all shares of Restricted Stock shall occur on the 10th anniversary of the Date of Grant; provided, however, that on such date the Grantee is, and has continuously been, during the period commencing on the Date of Grant and ending on the Vesting Date as determined under this subsection 3(a), an employee of the Company.

          (b) Establishment of Accelerated Vesting Date: Notwithstanding the determination of the applicable Vesting Date under subsection 3(a) above, consistent with the terms and conditions of AMIP VI and the Plan, the Committee may determine, at its discretion,

to establish an earlier Vesting Date with respect to all or a portion of the shares of Restricted Stock upon the occurrence of certain events or conditions, including without limitation, the determination by the Committee that the Grantee should receive a bonus either below, at or in excess of the Grantee’s Target Bonus, upon the retirement of the Grantee, upon the disability or death of the Grantee and upon the occurrence of a Change in Control.

     4. Rights of Grantee. During the Restricted Period, the Grantee shall have all of the rights of an owner of Common Stock, including the right to receive dividends. Stock dividends with respect to the Restricted Stock shall be subject to the same restrictions as the Restricted Stock.

     5. Forfeiture of Restricted Shares. All shares of Restricted Stock for which a Vesting Date has not been attained shall be forfeited without the receipt of any payment by the Grantee upon the last day of the Grantee’s employment or service with the Company or upon a Change of Control, except to the extent that the Committee determines to establish a Vesting Date, including, without limitation, as set forth in Section 3 hereof. Shares of Restricted Stock which are forfeited shall be canceled by the Company without any action by the Grantee.

     6. Notices. Any notice to the Company under this Agreement shall be made in care of the Committee to the office of the General Counsel, at the Company’s main office in Spring House, Pennsylvania. All notices under this Agreement shall be deemed to have been given when hand-delivered or mailed, first class postage prepaid, and shall be irrevocable once given.

     7. Securities Laws. The Committee may from time to time impose any conditions on the Restricted Stock as it deems necessary or advisable to ensure compliance with all applicable state and federal securities laws, including the Securities Act of 1933, as amended.

     8. Delivery of Shares. As soon as reasonably practicable following the Vesting Date, the Company shall, without payment from the Grantee (or the person to whom ownership rights may have passed by will or the laws of descent and distribution) for the applicable shares of Restricted Stock as to which a Vesting Date has occurred (the “Vested Shares”), deliver to the Grantee (or such other person) a certificate for the applicable Vested Shares without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, under this Section 8. Prior to delivery of the certificate for the Vested Shares, the Grantee must satisfy all of the Company’s applicable federal, state and/or local withholding tax requirements. The Company may condition delivery of certificates for Vested Shares upon the prior receipt from the Grantee (or such other person) of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. The Grantee authorizes the Company to withhold, in accordance with applicable law, from any compensation payable to him/her any taxes required to be withheld under federal, state or local law in connection with the Award and, at the Company’s discretion, to withhold Vested Shares which are subject to this Grant Document, in satisfaction of the Company’s minimum withholding obligations arising from this Award.

     9. Award Not to Affect Employment. The Award granted hereunder shall not confer upon the Grantee any right to continue in the employment of the Company.

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     10. Amendment to Grant Document. Notwithstanding anything contained herein to the contrary, the Committee shall have the authority to amend or modify the terms and conditions set forth in this Grant Document, if the Committee determines, at its discretion, that any such amendment or modification is appropriate in order to maintain the effectiveness of the Award as a method for providing current performance incentives for the Grantee or to effectuate such other goals or objectives that the Committee determines may appropriately be furthered by any such amendment or modification; provided, however, that the terms of this Grant Document may not be changed in a manner that materially adversely affects the Award without the Grantee’s consent. Notwithstanding the foregoing, the Committee shall have the absolute right to amend this Grant Document in order to conform the terms hereof to the original intent of the Committee, and to correct any inadvertent operational errors or errors in the calculation and documentation that may arise in the implementation of AMIP VI, any grants made thereunder or in any Grant Document.

     11. Miscellaneous.

          (a) The address for the Grantee to which notice, demands and other communications to be given or delivered under or by reason of the provisions hereof shall be the Grantee’s address as reflected in the Company’s personnel records.

          (b) In the event that any calculation of a number of shares shall result in a number that includes a fractional share, the number of shares shall be rounded down to the nearest whole number of shares.

          (c) The validity, performance, construction and effect of this Award shall be governed by the laws of Pennsylvania, without giving effect to principles of conflicts of law.

     IN WITNESS WHEREOF, Advanta Corp. has granted this Award as of the Date of Grant first above written.

Advanta Corp.

By:

Attest:

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EX-12

Exhibit 12

ADVANTA CORP. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Three Months Ended				Six Months Ended
	June 30,				June 30,
($ in thousands)	2006		2005		2006		2005
Income from continuing operations	$	23,040	$	14,382	$	44,950	$	87,052
Income tax expense		14,423		9,195		28,139		21,542
Earnings before income taxes(1)		37,463		23,577		73,089		108,594
Fixed charges:
Interest on debt, deposits and other borrowings		15,189		11,428		28,855		21,724
Interest on subordinated debt payable to preferred securities trust		2,290		2,290		4,579		4,579
One-third of all rentals		457		415		904		801
Total fixed charges		17,936		14,133		34,338		27,104
Earnings before income taxes and fixed charges	$	55,399	$	37,710	$	107,427	$	135,698
Ratio of earnings to fixed charges(2)		3.09x		2.67x		3.13x		5.01x

(1)	Earnings before income taxes in the six months ended June 30, 2005 includes a $67.7 million gain on transfer of consumer credit card business relating to our May 28, 2004 agreement with Bank of America Corp.
(2)	For purposes of computing these ratios, “earnings” represent income before income taxes plus fixed charges. “Fixed charges” consist of interest expense and one-third (the portion deemed representative of the interest factor) of rental expense on operating leases.

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Dennis Alter, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Advanta Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Dennis Alter

Dennis Alter

Chief Executive Officer

August 8, 2006

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EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Philip M. Browne, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Advanta Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Philip M. Browne

Philip M. Browne

Chief Financial Officer

August 8, 2006

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EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report on Form 10-Q of Advanta Corp. (the “Company”) for the quarterly period ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis Alter, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Dennis Alter

Dennis Alter

Chief Executive Officer

August 8, 2006

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report on Form 10-Q of Advanta Corp. (the “Company”) for the quarterly period ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Philip M. Browne, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Philip M. Browne

Philip M. Browne

Chief Financial Officer

August 8, 2006