8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 2, 2007

Advanta Corp.

(Exact name of registrant as specified in its charter)

Delaware	0-14120	23-1462070
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Welsh & McKean Roads, P.O. Box 844, Spring House, Pennsylvania		19477
(Address of principal executive offices)		(Zip Code)

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

     (Former name or former address, if changed since last report.)     

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Amended and Restated Bylaws

Advanta Employees' Severance Pay Plan

Employee Change of Control Severance Plan

Senior Management Change of Control Severance Plan

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendments to Severance and Change of Control Plans

          On April 2, 2007, the Company’s Board of Directors approved amendments to: (1) the Advanta Employees’ Severance Pay Plan (the “Base Severance Plan”); the Advanta Corp. Employee Change of Control Plan (the “Base Change of Control Plan”); and the Advanta Senior Management Change of Control Plan (the “Senior Management Change of Control Plan”).

          The Base Severance Plan was amended to: make changes that are necessary to ensure that the plan and payments under the plan either meet the requirements of or are exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended; conform references to terms, other plans and related documents referred to throughout the plan; and improve the clarity of the plan language, including provisions regarding the discretion of the committee administering the plan and eligibility requirements for employees under the plan.

          The Base Change of Control Plan was amended to: make changes that are necessary to ensure that the plan and payments under the plan either meet the requirements of or are exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended; conform references to terms, other plans and related documents referred to throughout the plan; and improve the clarity of the plan language, including provisions regarding the coordination of payments under multiple plans, programs and agreements and the discretion of the committee administering the plan.

          The Senior Management Change of Control Plan was amended to: make changes that are necessary to ensure that the plan and payments under the plan either meet the requirements of or are exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended; conform references to terms, other plans and related documents referred to throughout the plan; and improve the clarity of the plan language, including provisions regarding the coordination of payments under multiple plans, programs and agreements and criteria for eligibility to participate in the plan. The amendments provide for a level of outplacement benefits and COBRA subsidy for participants that are new benefits which were not included under the prior plan. As amended, the Senior Management Change of Control Plan includes a provision that specifies that Mr. Alter, Chairman of the Board and Chief Executive Officer, and Mr. Rosoff, Vice Chairman and President, will be entitled to receive certain additional payments that are equal to any excise tax payments each of them would be required to make with respect to all excess parachute payments, if any, resulting from a change of control and the taxes charged thereon. The amount of this tax “gross up” payment is structured to be an amount sufficient to reimburse the executive for the amount of the excise taxes on excess parachute payments and to cover the taxes due on such reimbursement. With respect to officers other than Messrs. Alter and Rosoff, the Senior Management Change

of Control Plan provides for reductions to amounts that would otherwise be considered to be “excess parachute payments” so as to reduce such payments to a level that is below the level at which such payments would be treated for federal tax purposes as “excess parachute payments.”

          The actual amounts that would be paid or payable to Messrs. Alter and Rosoff or the other Named Executive Officers of the Company are not determinable at this time because the amounts will vary depending on the facts and circumstance triggering the payments and the level of compensation of the executive officer at that time. The Base Severance Plan, the Base Change of Control Plan and the Senior Management Change of Control Plan, as amended and restated, are attached hereto as Exhibits 10.1, 10.2 and 10.3 respectively. The foregoing descriptions of the plans do not purport to complete and is qualified in its entirety by reference to the full text of the plans.

Executive Compensation Arrangements for Messrs. Alter and Rosoff

          Base Salary and Target Bonus. There have been no material modifications to the base salary and target bonus levels for Messrs. Alter and Rosoff for more than ten years. In light of this, in December 2006, the Company’s Compensation Committee approved the retention of Mercer Human Resource Consulting, Inc. (“Mercer”) as a compensation consultant and advisor to perform a competitive assessment of the compensation for the members of the Office of the Chairman, Messrs. Alter and Rosoff. Mercer analyzed their compensation, including base salary, bonus and pay mix, as compared to several peer groups. The Company’s Compensation Committee and Board of Directors considered Mercer’s assessment and recommendations and, on April 2, 2007, the Compensation Committee recommended and the Board of Directors approved the following changes to compensation for Messrs. Alter and Rosoff.

          With respect to Mr. Alter, the Board of Directors approved: an annual base salary of $1,000,000 and a target bonus percentage of 250% of base salary. With respect to Mr. Rosoff, the Board of Directors approved: an annual base salary of $750,000 and a target bonus percentage of 150% of base salary. For both Messrs. Alter and Rosoff, bonuses up to $446,250 are payable in shares of Class B Common Stock under the Company’s existing AMIP VI restricted stock program and bonuses in excess of that amount will be payable in cash. In addition, the Compensation Committee and the Board of Directors made the target size of future stock option grants to Messrs. Alter and Rosoff 123,000 options to purchase shares of Class B Common Stock. The size of actual future grants of stock options may vary depending on the circumstances.

          Supplemental Executive Insurance Program. In 1993, the Company commenced a split dollar life insurance program for certain executives that was designed to provide participants with paid up life insurance policies that would continue over their lives, including post-retirement. Messrs. Alter and Rosoff participate in the

split dollar life insurance program pursuant to which the Company agreed to make premium payments on life insurance policies purchased for their benefit. The executive officer has the right to designate the beneficiary under the policies. Upon the death of an insured or termination of the policy, the Company is entitled to receive the amount of its cash investment in the policies out of the proceeds of the policy. Presently, there are split dollar life insurance policies in place for Mr. Alter and Mr. Rosoff which are expected to pay death benefits aggregating approximately $65 million and $5 million, respectively. The split dollar life insurance program can no longer be executed as originally intended due to changes in law, including the enactment of the Sarbanes-Oxley Act of 2002 and changes in the tax laws.

          In response to these changes in law, on April 2, 2007 the Compensation Committee recommended and the Board of Directors approved a new arrangement that, when coupled with the existing split dollar life insurance program, is designed to provide Messrs. Alter and Rosoff with the same benefits that were originally intended when the split dollar life insurance program was originally established. In lieu of insurance premium payments that the Company expected to pay under the existing split dollar life insurance program, the Company will provide Messrs. Alter and Rosoff with additional payments to cover their tax costs and unanticipated additional insurance premiums that the executives may need to fund directly in the future. These additional payments to Messrs. Alter and Rosoff will be taxable to the participants and the new arrangement includes a tax gross-up for both participants. The new arrangement is referred to in this Form 8-K as the “supplemental executive insurance program,” and will be treated for tax purposes as a form of nonqualified deferred compensation. In addition to the supplemental executive insurance program, as described above, the Company will purchase an additional life insurance policy for Mr. Alter in order to replace the portion of split dollar benefits that were contemplated under the original split dollar life insurance program that cannot be fully funded due to the changes in law. For both Messrs. Alter and Rosoff, the full rights to the supplemental executive insurance program are scheduled to vest over time and will be fully vested when each participant reaches age 70. Vesting would also accelerate upon a change of control, and in this circumstance, Messrs. Alter and Rosoff would also be entitled to a tax gross up payment in an amount equal to any taxes due as a result of the accelerated vesting and the taxes on such payment.

          The supplemental executive insurance program also includes a provision that would become immediately effective in the event that any changes to Section 409A of the Internal Revenue Code of 1986, as amended, are enacted in the future which would require a reduction in the benefits that are intended to be delivered to Messrs. Alter and Rosoff through the supplemental executive insurance program. As a result, the supplemental executive insurance program includes a provision that would automatically bring it into compliance with any such legislation if it is adopted and, in that case, the Company would make commensurate payments to Messrs. Alter and Rosoff on an after tax basis to provide them with the full economic benefit contemplated by this program before such legislation was enacted.

          The description of the supplemental executive insurance program in this report is a summary only and is qualified in its entirety by reference to the full text of any documents related to the program that are subsequently filed by the Company in accordance with applicable requirements.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

          On April 2, 2007, the Company’s Board of Directors approved the following amendments to the Company’s Bylaws.

• Article V, Section 5-1: to provide that shares can be uncertificated as well as certificated.

• Article V, Section 5-3: to provide that shares, including fractional shares, can be uncertificated as well as certificated.

• Article VII, Section 7-1: to provide that indemnification of the Company’s current and former employees and agents is permissive rather than mandatory and to clarify that a person entitled to indemnification for a portion of expenses, judgments or other amounts but not for the total amount thereof, will be indemnified for such portion.

• Article VII, Section 7-2: to provide that advancement of expenses is mandatory, rather than permissive, for certain current and former directors and officers of the Company.

• Article VII: to add a new Section 7-3 providing that, with certain exceptions, the Company shall not be obligated to indemnify or advance expense to a person with respect to any proceeding initiated or brought voluntarily by such person.

• Article VII: to add a new Section 7-4 requiring persons seeking indemnification or advancement of expenses to submit written requests to the Company.

• Article VII: to add a new Section 7-5 entitling the Company, with certain exceptions, to participate in and assume the defense of any proceeding with respect to which a person seeks indemnification.

• Article VII: to add a new Section 7-6 requiring the written consent of the Company or the indemnitee before the other may settle certain proceedings.

• Article VII, Section 7-7: to eliminate a provision placing on the Company the burden of proving that a person claiming entitlement to

	indemnification or advancement of expenses is not entitled to such indemnification or such advancement of expenses.
•	Article VII: to add a new Section 7-8 entitling the Company to recover advanced expenses if it is ultimately determined by a final judicial decision that the person was not entitled to be indemnified by the Company.
•	Article VII: to add a new Section 7-9 to which language that previously was in Section 7-1 (regarding the duration and non-exclusivity of rights to indemnification and advancement of expenses) has been moved.
•	Article VII: to add a new Section 7-10 to which language that previously was in Section 7-3 (regarding insurance) has been moved.
•	Article VII: to add a new Section 7-11 providing that no repeal or modification of Article VII shall adversely affect the rights of any director, officer, employee or agent of the Company with respect to any occurrence or matter arising prior to any such repeal or modification.

The above described amendments to the Bylaws became effective immediately upon their adoption by the Board of Directors.

          A complete copy of the Company’s Bylaws, as amended and restated, is attached to this report as Exhibit 3.2 and incorporated by reference and the foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the amended and restated Bylaws.

Item 8.01 Other Events

          On April 2, 2007, the Company’s Board of Directors declared a three-for-two stock split in the form of a 50% stock dividend on each of the Company’s outstanding shares of Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, payable in Class A Common Stock and Class B Common Stock, respectively. The record date for determination of the stockholders entitled to the stock dividend will be the close of business on Friday, May 25, 2007 and the stock dividend will be paid after the close of business on Friday, June 15, 2007. In lieu of distributing fractional shares, the Company will pay to any stockholder of record at the close of business on Friday, May 25, 2007 who holds an odd number of shares of Class A Common Stock or Class B Common Stock an amount in cash equal to one-third the amount of the closing price of a share of Class A Common Stock or Class B Common Stock, as the case may be, on Thursday, June 14, 2007, as reported on The NASDAQ Global Select Market. The Company’s employee benefit plans and each outstanding option granted by the Company to acquire shares of Class A Common Stock or Class B Common Stock shall be appropriately adjusted to reflect the stock dividends.

          On April 2, 2007, the Company’s Board of Directors approved a future increase in the quarterly dividend rate payable on the Class A Common Stock from a pre-split rate

of $0.2125 per share to a pre-split rate of $0.2656 per share and a future increase in the quarterly dividend rate payable on the Class B Common Stock from a pre-split rate of $0.2550 per share to a pre-split rate of $0.3188 per share. On a split-adjusted basis, the approved future increases in the quarterly dividend rates will result in quarterly dividend rates of $0.1771 per share of Class A Common Stock and $0.2125 per share of Class B Common Stock. The dividend rate increases are not intended to go into effect, and will not go into effect, until June 15, 2007 (though the record date for determination of the stockholders entitled to such dividend increases is expected to be on or about the close of business May 25, 2007).

          On April 2, 2007, the Company’s Board of Directors also authorized the repurchase by the Company from time to time, in the open market or through privately negotiated transactions, of up to an aggregate of 1.5 million shares of the Company’s Class B Common Stock, par value $0.01 per share, stated on a split-adjusted basis. The Board of Directors has delegated to certain of the Company’s officers the authority to determine the terms of such repurchases, including the quantity, timing and price of such repurchases. The repurchased shares shall resume the status of authorized but not outstanding shares of Class B Common Stock.

          In addition to historical information, this Current Report on Form 8-K contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ from those projected. Risks that may affect the Company’s future performance are detailed in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q.

          This Current Report on Form 8-K contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The most significant among these risks and uncertainties are: (1) the effects of government regulation, including restrictions and limitations imposed by banking laws, regulators and examinations; and (2) effect of legal and regulatory developments. Additional risks that may affect the Company’s future performance are detailed in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

Exhibit No.	Description
3.2	Amended and Restated Bylaws
10.1	Advanta Employees Severance Pay Plan, as amended and restated effective April 2, 2007
10.2	Advanta Corp. Employee Change of Control Severance Plan, as amended and restated effective April 2, 2007
10.3	Advanta Senior Management Change of Control Severance Plan, as amended and restated effective April 2, 2007

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 hereunto duly authorized.

		Advanta Corp.
		(Registrant)
Date: April 4, 2007
	By:	/s/ Elizabeth H. Mai
		Elizabeth H. Mai
		Senior Vice President, Chief
		Administrative Officer,
		Secretary and General Counsel

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
3.2	Amended and Restated Bylaws	Filed herewith
10.1	Advanta Employees Severance Pay Plan, as amended and restated effective April 2, 2007	Filed herewith
10.2	Advanta Corp. Employee Change of Control Severance Plan, as amended and restated effective April 2, 2007	Filed herewith
10.3	Advanta Senior Management Change of Control Severance Plan, as amended and restated effective April 2, 2007	Filed herewith

EX-3.2

Exhibit 3(ii)

AMENDED AND RESTATED BY-LAWS OF
ADVANTA CORP.

ARTICLE I — OFFICES

     Section 1-1. Registered Office and Registered Agent. The Corporation shall maintain a registered office and registered agent within the State of Delaware, which may be changed by the Board of Directors from time to time.

     Section 1-2. Other Offices. The Corporation may also have offices at such other places, within or without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II — STOCKHOLDERS’ MEETINGS

     Section 2-1. Place of Stockholders’ Meetings. Meetings of stockholders may be held at such place, either within or without the State of Delaware, as may be designated by the Board of Directors from time to time. If no such place is designated by the Board of Directors, meetings of the stockholders shall be held at the registered office of the Corporation in the State of Delaware.

     Section 2-2. Annual Meeting. A meeting of the stockholders of the Corporation shall be held in each calendar year on the date specified by resolution of the Board of Directors, such resolution to be within six months after the end of the previous fiscal year of the Company.

     At such annual meeting, there shall be held an election for a Board of Directors to serve for the term provided in the Corporation’s Certificate of Incorporation and until their respective successors are elected and qualified, or until their earlier resignation or removal.

     Unless the Board of Directors shall deem it advisable, financial reports of the Corporation’s business need not be sent to the stockholders and need not be presented at the annual meeting. If any report is deemed advisable by the Board of Directors, such report may contain such information as the Board of Directors shall determine and need not be certified by a Certified Public Accountant unless the Board of Directors shall so direct.

     Section 2-3. Special Meetings. Except as otherwise specifically provided by law, special meetings of the stockholders may be called at any time:

          (a) By a majority of the Board of Directors; or

          (b) By the Chairman of the Board of Directors, or if no person is then serving as Chairman of the Board of Directors, then by the President.

     Upon the written request of any person entitled to call a special meeting, which request shall set forth the purpose for which the meeting is desired, it shall be the duty of the Secretary to give prompt written notice of such meeting to be held at such time as the Secretary may fix, subject to the provisions of Section 2-4 hereof. If the Secretary shall fail to fix such date and give notice within ten (10) days after receipt of such request, the person or persons making such request may do so.

     Section 2-4. Notice of Meetings and Adjourned Meetings. Written notice stating the place, date and hour of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States Mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. Such notice may be given in the name of the Board of Directors, Chairman of the Board of Directors, President, Vice President, Secretary or Assistant Secretary.

     When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than thirty (30) days, of if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     Section 2-5. Quorum. Unless the Certificate of Incorporation provides otherwise, the presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum but in no even shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at a meeting. The stockholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. If a meeting cannot be organized because of the absence of a quorum, those present may, except as otherwise provided by law, adjourn the meeting to such time and place as they may determine. In the case of any meeting for the election of Directors, those stockholders who attend the second of such adjourned meetings, although less than a quorum as fixed in this Section, shall nevertheless constitute a quorum for the purpose of electing Directors.

     Section 2-6. Voting List; Proxies. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares

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registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     Upon the willful neglect or refusal of the Directors to produce such a list at any meeting for the election of Directors, they shall be ineligible to any office at such meeting.

     Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by proxy. All proxies shall be executed in writing and shall be filed with the Secretary of the Corporation not later than the day on which exercised. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

     Except as otherwise specifically provided by law, all matters coming before the meting shall be determined by a vote by shares. All elections of Directors shall be by written ballot unless otherwise provided in the Certificate of Incorporation and Stockholder shall not be entitled to cumulate their vote. Except as otherwise specifically provided by law, all other votes may be taken by voice unless a stockholder demands that it be taken by ballot, in which latter event the vote shall be taken by written ballot.

     Section 2-7. Business at Meetings of Stockholders.

          (a) Except as otherwise provided by law or in these By-Laws, or except as permitted by the presiding officer of the meeting in the exercise of such officer’s sole discretion in any specific instance, the business which shall be voted upon or discussed at any annual or special meeting of the stockholders shall (i) have been specified in the written notice of the meeting (or any supplement thereto) given by the Corporation, (ii) be brought before the meeting at the direction of the Board of Directors, (iii) be brought before the meeting by the presiding officer of the meeting unless a majority of the Directors then in office object to such business being conducted at the meeting, or (iv) in the case of an annual meeting of stockholders have been specified in a written notice given to the Corporation by or on behalf of any stockholder who shall have been a stockholder of record on the record date for such meeting and who shall continue to be entitled to vote thereat (the “Stockholder Notice”), in accordance with all of the requirements set forth below.

          (b) Each Stockholder Notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation addressed to the attention of the President (i) in the case of an annual meeting that is called for a date that is within 30 days before or after the anniversary date of the immediately preceding annual meeting of

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stockholders, not less than 60 days nor more than 90 days prior to such anniversary date, provided, that a proposal submitted by a stockholder for inclusion in the Corporation’s proxy statement for an annual meeting which is appropriate for inclusion therein and otherwise complies with the Securities Exchange Act of 1934 Rule 14a-8 (including timeliness), shall be deemed to have also been submitted timely pursuant to these By-laws, and (ii) in the case of an annual meeting that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting, not later than the close of business on the fifth day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting date (which shall include disclosure of the meeting date given to a national securities exchange or the National Association of Securities Dealers) was made. Each such Stockholder Notice must set forth (A) the name and address of the stockholder who intends to bring the business before the annual meeting (“Proposing Stockholder”); (B) the name and address of the beneficial owner, if different than the Proposing Stockholder, of any of the shares owned of record by the Proposing Stockholder (“Beneficial Owner”); (C) the number of shares of each class and series of shares of the Corporation which are owned of record and beneficially by the Proposing Stockholder and the number which are owned beneficially by any Beneficial Owner; (D) any interest (other than an interest solely as a stockholder) which the Proposing Stockholder or a Beneficial Owner has in the business being proposed by the Proposing Stockholder; (E) a description of all arrangements and understandings between the Proposing Stockholder and any Beneficial Owner and any other person or persons (naming such person or persons) pursuant to which the proposal in the Stockholder Notice is being made; (F) a description of the business which the Proposing Stockholder seeks to bring before the meeting, the reason for doing so and, if a specific action is to be proposed, the text of the resolution or resolutions which the Proposing Stockholder proposes that the Corporation adopt; and (G) a representation that the Proposing Stockholder is at the time of giving the Stockholder Notice, was or will be on the record date for the meeting, and will be on the meeting date a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring the business specified in the Stockholder Notice before the meeting. The presiding officer of the meeting may, in such officer’s sole discretion, refuse to acknowledge any business proposed by a stockholder which the presiding officer determines is not made in compliance with the foregoing procedure.

          (c) Notwithstanding the foregoing, the notice required by Subsection 2-7(b) for any meeting of stockholders in 1997, will be deemed timely if such notice is received by the Corporation within 30 days following the date that notice of this By-Law provision has been reflected in a filing by the Corporation pursuant to the Securities Exchange Act of 1934.

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ARTICLE III — BOARD OF DIRECTORS

     Section 3-1. Number. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than three nor more than fifteen Directors, such Directors to be elected pursuant to the provisions of the Company’s Certificate of Incorporation.

     Section 3-2. Place of Meeting. Meetings of the Board of Directors may be held at such place either within or without the State of Delaware, as a majority of the Directors may from time to time designate or as may be designated in the notice calling the meeting.

     Section 3-3. Regular Meetings. A regular meeting of the Board of Directors shall be held annually, immediately following the annual meeting of stockholders, at the place where such meeting of the stockholders is held or at such other place, date and hour as a majority of the newly elected Directors may designate. At such meeting the Board of Directors shall elect officers of the Corporation. In addition to such regular meeting, the Board of Directors shall have the power to fix, by resolution, the place, date and hour of other regular meetings of the Board.

     Section 3-4. Special Meetings. Special meetings of the Board of Directors shall be held whenever ordered by the Chairman of the Board, by a majority of the members of the executive committee, if any, or by a majority of the Directors in office.

     Section 3-5. Notices of Meetings of Board of Directors.

          (a) Regular Meetings. No notice shall be required to be given of any regular meeting, unless the same be held at other than the time or place for holding such meetings as fixed in accordance with Section 3-3 of these By-Laws, in which even one (1) day’s notice shall be given of the time and place of such meeting.

          (b) Special Meetings. At least one (1) day’s notice shall be given of the time, place and purpose for which any special meeting of the Board of Directors is to be held.

     Section 3-6. Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business, and the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If there is less than a quorum present, a majority of those present may adjourn the meeting from time to time and place to place and shall cause notice of each such adjourned meeting to be given to all absent Directors.

     Section 3-7. Informal Action by the Board of Directors.

Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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     Section 3-8. Powers.

          (a) General Powers. The Board of Directors shall have all powers necessary or appropriate to the management of the business and affairs of the Corporation, and, in addition to the power and authority conferred by these By-Laws, may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute, these By-Laws or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

          Notwithstanding anything in these By-Laws to the contrary, except to the extent prohibited by law, the Board of Directors shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures that from time to time shall govern the Board of Directors and each of its members, including without limitation, the vote required for any action by the Board of Directors, and that from time to time shall affect the Directors’ power to manage the business and affairs of the Company; and no By-Law shall be adopted by stockholders which shall impair or impede the implementation of the foregoing.

          (b) Specific Powers. Without limiting the general powers conferred by the last preceding clause and the powers conferred by the Certificate of Incorporation and By-Laws of the Corporation, it is hereby expressly declared that the Board of Directors shall have the following powers:

               (i) To confer upon any officer or officers of the Corporation the power to choose, remove or suspend assistant officers, agents or servants.

               (ii) To appoint any person, firm or corporation to accept and hold in trust for the Corporation any property belonging to the Corporation or in which it is interested, and to authorize any such person, firm or corporation to execute any documents and perform any duties that may be requisite in relation to any such trust.

               (iii) To appoint a person or persons to vote shares of another corporation held and owned by the Corporation.

               (iv) By resolution adopted by a majority of the full Board of Directors, to designate one (1) or more of its number to constitute an executive committee which, to the extent provided in such resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed.

               (v) By resolution passed by a majority of the whole Board of Directors, to designate one (1) or more additional committees, each to consist of one (1) or more Directors, to have such duties, powers and authority as the Board of Directors shall

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determine. All committees of the Board of Directors, including the executive committee, shall have the authority to adopt their own rules of procedure. Absent the adoption of specific procedures, the procedures applicable to the Board of Directors shall also apply to committees thereof.

               (vi) To fix the place, time and purpose of meetings of stockholders.

               (vii) To purchase or otherwise acquire for the Corporation any property, rights or privileges which the Corporation is authorized to acquire, at such prices, on such terms and conditions and for such consideration as it shall from time to time see fit, and, at its discretion, to pay any property or rights acquired by the Corporation, either wholly or partly in money or in stocks, bonds, debentures or other securities of the Corporation.

               (viii) To create, make and issue mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, secured by mortgage or otherwise, and to do every other act and thing necessary to effectuate the same.

               (ix) To appoint and remove or suspend such subordinate officers, agents or servants, permanently or temporarily, as it may from time to time think fit, and to determine their duties, and fix, and from time to time change, their salaries or emoluments, and to require security in such instances and in such amounts as it thinks fit.

               (x) To determine who shall be authorized on the Corporation’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.

     Section 3-9. Compensation of Directors. Compensation of Directors and reimbursement of their expenses incurred in connection with the business of the Corporation, if any, shall be as determined from time to time by resolution of the Board of Directors.

     Section 3-10. Removal of Directors by Stockholders. The entire Board of Directors or any individual Director may be removed from office for cause by a majority vote of the holders of the outstanding shares entitled to vote.

     Section 3-11. Resignations. Any Director may resign at any time by submitting his written resignation to the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.

     Section 3-12. Participation by Conference Telephone. Directors may participate in regular or special meetings of the Board by telephone or similar communications equipment by means of which all other persons at the meeting can hear each other, and such participation shall constitute presence at the meeting.

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     Section 3-13. Nominations. Notwithstanding the provisions of Section 2-7 of these By-Laws (dealing with business at meetings of stockholders), nominations for the election of Directors may be made by the Board of Directors, by a committee appointed by the Board of Directors with authority to do so or by any stockholder of record entitled to vote in the election of Directors who is a stockholder at the record date of the meeting and also on the date of the meeting at which Directors are to be elected; provided, however, that with respect to a nomination made by a stockholder, such stockholder must provide timely written notice to the President of the Corporation in accordance with the following requirements:

          (a) To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation addressed to the attention of the President (i) in the case of an annual meeting that is called for a date that is within 30 days before or after the anniversary date of the immediately preceding annual meeting of stockholders, not less than 60 days nor more than 90 days prior to such anniversary date, and (ii) in the case of an annual meeting that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting, or in the case of a special meeting of stockholders called for the purpose of electing Directors, not later than the close of business on the fifth day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting date (which shall include disclosure of the meeting date given to a national securities exchange or the National Association of Securities Dealers) was made; and

          (b) Each such written notice must set forth: (i) the name and address of the stockholder who intends to make the nomination (“Nominating Stockholder”); (ii) the name and address of the beneficial owner, if different than the Nominating Stockholder, of any of the shares owned of record by the Nominating Stockholder (“Beneficial Holder”); (iii) the number of shares of each class and series of shares of the Corporation which are owned of record and beneficially by the Nominating Stockholder and the number which are owned beneficially by any Beneficial Holder; (iv) a description of all arrangements and understandings between the Nominating Stockholder and any Beneficial Holder and any other person or persons (naming such person or persons) pursuant to which the nomination is being made; (v) the name and address of the person or persons to be nominated; (vi) a representation that the Nominating Stockholder is at the time of giving of the notice, was or will be on the record date for the meeting, and will be on the meeting date a holder of record of shares of the Corporation entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (vii) such other information regarding each nominee proposed by the Nominating Stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, by the Board of Directors; and (viii) the written consent of each

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nominee to serve as a Director of the Corporation if so elected. The presiding officer of the meeting may, in such officer’s sole discretion, refuse to acknowledge the nomination of any person which the presiding officer determines is not made in compliance with the foregoing procedure.

          (c) Notwithstanding the foregoing, the notice required by Subsection 3-13(b) for any meeting of stockholders in 1997, will be deemed timely if such notice is received by the Corporation within 30 days following the date that notice of this By-Law provision has been reflected in a filing by the Corporation pursuant to the Securities Exchange Act of 1934.

ARTICLE IV — OFFICERS

     Section 4-1. Election and Office. The Corporation shall have a Chairman of the Board, a Chief Executive Officer, a President, a Secretary and a Treasurer who shall be elected by the Board of Directors. The Board of Directors may elect such additional officers as it may deem proper, including one or more Vice Chairmen of the Board of Directors, one or more Vice Presidents, and one or more assistant or honorary officers. Any number of offices may be held by the same person.

     Section 4-2. Term. Each officer elected by the Board of Directors shall hold his or her office at the pleasure of the Board of Directors until a successor to such office is elected and qualified, or until such officer’s earlier resignation or removal by the Board of Directors.

     Section 4-3. Powers and Duties of the Chairman of the Board of Directors. The Chairman of the Board of Directors (also referred to in these By-Laws as the Chairman of the Board) shall preside at all meetings of Directors and shall preside at all meetings of stockholders at which he is present. If the Chairman of the Board is not the Chief Executive Officer, he shall, when appropriate, represent the Board of Directors in the Board’s dealings with the Chief Executive Officer and President, recommend Board committee membership and chairmen, and serve as chairman of the Nominating Committee. He shall have such other powers and perform such further duties as may be assigned to him by the Board of Directors. In the event the Chairman of the Board is not the Chief Executive Officer and if the Chief Executive Officer suffers a physical or mental incapacity which prevents such person from fulfilling his duties, the Chairman of the Board shall serve as an interim Chief Executive Officer until the Board of Directors has determined what actions to take as a result of such incapacity.

     Section 4-4. Powers and Duties of the Chief Executive Officer. The Chief Executive Officer shall perform the usual duties and exercise the general powers of a chief executive officer, except to the extent that the Board of Directors determines otherwise. In the absence of the Chairman of the Board, he shall preside at all meetings of Directors and all meetings of stockholders at which he is present. He shall also do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

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     Section 4-5. Powers and Duties of the President. Unless otherwise determined by the Board of Directors, the President shall have the usual duties of the chief operating officer with general supervision over and direction of the affairs of the Corporation including the power to delegate certain of his responsibilities hereunder. In the exercise of these duties and subject to the limitations of the laws of the State of Delaware, these By-Laws, and the actions of the Board of Directors, he may appoint, suspend and discharge employees and agents. He shall also do and perform such other duties as from time to time may be assigned to him by the Chief Executive Officer or by the Board of Directors. If the President also holds the office of Chief Executive Officer, he may delegate any or all of the duties of chief operating officer to one or more Vice Presidents. The President shall have the authority, at his sole discretion, to appoint and remove assistant officers provided that any such appointment or removal shall be in writing and shall be filed with the minutes of meetings of the Board of Directors.

     Unless otherwise determined by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of the stockholders of any corporation in which the Corporation may hold stock, and, at any such meeting, shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock and which, as the owner thereof, the Corporation might have possessed and exercised.

     Section 4-6. Powers and Duties of the Secretary. Unless otherwise determined by the Board of Directors, the Secretary shall record all proceedings of the meetings of the Corporation, the Board of Directors and all committees, in books to be kept for that purpose, and shall attend to the giving and serving of all notices for the Corporation. He shall have charge of the corporate seal, the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct. He shall perform all other duties ordinarily incident to the office of Secretary and shall have such other powers and perform such other duties as may be assigned to him by the Board of Directors.

     Section 4-7. Powers and Duties of the Treasurer. Unless otherwise determined by the Board of Directors, the Treasurer shall have charge of all the funds and securities of the Corporation which may come into his hands. When necessary or proper, unless otherwise ordered by the Board of Directors, he shall endorse for collection on behalf of the Corporation checks, notes and other obligations, and shall deposit the same to the credit of the Corporation in such banks or depositories as the Board of Directors may designate (or as may be designated pursuant to authority delegated by the Board of Directors) and shall sign all receipts and vouchers for payments made to the Corporation. He shall sign all checks made by the Corporation, except to the extent that the Board of Directors shall authorize other officers of the Corporation to sign such checks. He shall at all reasonable times exhibit

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the books and accounts of the Corporation to any Director of the Corporation, upon application at the office of the Corporation during business hours. He shall have such other powers and shall perform such other duties as may be assigned to him from time to time by the Board of Directors. He shall give such bond, if any, for the faithful performance of his duties as shall be required by the Board of Directors and any such bond shall remain in the custody of the President.

     Section 4-8. Powers and Duties of Vice President and Assistant Officers. Unless otherwise determined by the Board of Directors, each Vice President and each assistant officer shall have the powers and perform the duties of his respective superior officer. Vice Presidents and assistant officers shall have such rank as shall be designated by the Board of Directors and each, in order of rank, shall act for such superior officer in his absence, or upon his disability or when so directed by such superior officer or by the Board of Directors. Vice Presidents may be designated as having responsibility for a specific aspect of the Corporation’s affairs, in which event each such Vice President shall be superior to the other Vice Presidents in relation to matters within his aspect. The President shall be the superior officer of the Vice Presidents. The Treasurer and the Secretary shall be the superior officers of the Assistant Treasurers and Assistant Secretaries, respectively.

     Section 4-9. Delegation of Office. The Board of Directors may delegate the powers or duties of any officer of the Corporation to any other officer or to any Director from time to time.

     Section 4-10. Vacancies. The Board of Directors shall have the power to fill any vacancies in any office occurring from whatever reason.

     Section 4-11. Resignations. Any officer may resign at any time by submitting his written resignation to the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation, unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.

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ARTICLE V — CAPITAL STOCK

     Section 5-1. Stock Certificates. Any of all classes or series of stock of the Corporation may be represented by certificates or may be uncertificated. To the extent required by law, every holder of capital stock of the Corporation represented by certificates, and upon request, every holder of uncertificated shares, shall be entitled to a certificate representing such shares. Certificates representing shares of the Corporation shall be signed by or in the name of the Corporation by (a) the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and (b) the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued, by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

     Section 5-2. Fractional Shares. The Corporation may, but shall not be required to, issue fractions of a share. If it does not issue fractions of a share, it shall (a) arrange for the disposition of fractional interests by those entitled thereto, (b) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (c) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrant shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the Corporation in the event of liquidation.

     Section 5-3. Determination of Stockholders of Record. The Board of Directors may fix, in advance, a record date to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action. Such date shall be not more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

     If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

     If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     Section 5-4. Transfer of Shares. Transfer of shares shall be made on the books of the Corporation only upon surrender of the share certificate, duly endorsed and otherwise in proper form for transfer, which certificate shall be canceled at the time of the transfer. No transfer of shares shall be made on the books of this Corporation if such transfer is in violation of a lawful restriction noted conspicuously on the certificate.

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     Section 5-5. Lost, Stolen or Destroyed Share Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of lost, stolen, or destroyed certificate, or his legal representative to give the Corporation a bond sufficient to indemnify it against claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

ARTICLE VI — NOTICES

     Section 6-1. Contents of Notice. Whenever any notice of a meeting is required to be given pursuant to these By-Laws or the Certificate of Incorporation or otherwise, the notice shall specify the place, day and hour of the meeting and, in the case of a special meeting or where otherwise required by law, the general nature of the business to be transacted at such meeting.

     Section 6-2. Method of Notice. All notices shall be given to each person entitled thereto, either personally or by sending a copy thereof through the mail or by telegraph, charges prepaid, to his address as it appears on the records of the Corporation, or supplied by him to the Corporation for the purpose of notice. If notice is sent by mail or telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States Mail or with the Telegraph office for transmission. If no address for a stockholder appears on the books of the Corporation and such stockholder has not supplied the Corporation with an address for the purpose of notice, notice deposited in the United States Mail addressed to such stockholder care of General Delivery in the city in which the principal office of the Corporation is located shall be sufficient.

     Section 6-3. Waiver of Notice. Whenever notice is required to be given under any provision of law or of the Certificate of Incorporation or By-Laws of the Corporation, a written waiver, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of Directors need be specified in any written waiver of notice unless so required in any written waiver of notice unless so required by the Certificate of Incorporation or applicable law.

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ARTICLE VII — INDEMNIFICATION OF DIRECTORS AND
OFFICERS AND OTHER PERSONS

     Section 7-1. Indemnification. (a) The Corporation shall indemnify, to the fullest extent now or, if greater, hereafter permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding , whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership (general or limited), limited liability company, joint venture, trust, employee benefit plan or other enterprise or entity, against expenses (including attorneys’ fees), judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

          (b) The Board of Directors, by resolution adopted in each specific instance, may similarly indemnify any person who is or was an employee or agent of the Corporation against liabilities incurred by him or her in connection with services rendered by him or her for or at the request of the Corporation, its parent or any of its subsidiaries. Each person entitled to indemnification under Section 7-1(a) or Section 7-1(b) of these Bylaws is referred to herein as an “Indemnitee.”

          (c) If an Indemnitee is entitled to indemnification by the Corporation for some or a portion of expenses (including attorneys’ fees), judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement actually and reasonably incurred by the Indemnitee but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify such Indemnitee for the portion of such expenses, judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

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     Section 7-2. Advances. (a) Expenses, including attorneys’ fees, incurred by (i) any current director of the Corporation or any of its wholly-owned subsidiaries, (ii) any person who is a current director on or after April 2, 2007 who becomes a former director of the Corporation or any of its wholly-owned subsidiaries, (iii) any person who serves or served as the Chief Executive Officer, President, General Counsel, or Chief Financial Officer of the Corporation on or after April 2, 2007, (iv) any other person determined by the Board of Directors to be a current officer of the Corporation as of April 2, 2007 for purposes of Section 16 of the Securities Exchange Act of 1934 (including if such person no longer serves in such position), or (v) any other person whom the Board of Directors in the future determines is an officer of the Corporation for purposes of Section 16 of the Securities Exchange Act of 1934 and who is determined by the Board of Directors to be covered by this Section 7-2 (including if such person no longer serves in such position), in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors; provided that the Corporation shall have received an undertaking, by or on behalf of any such current director or current officer, to repay such amount if it shall ultimately be determined (by final judicial decision from which there is no further right to appeal) that he or she did not meet the applicable standard of conduct set forth in Section 145 of the General Corporation Law of the State of Delaware or is not otherwise entitled to be indemnified by the Corporation.

          (b) Such expenses incurred by former directors, former officers, current and former employees, agents and current officers other than those current officers entitled to mandatory advancement of expenses pursuant to Section 7-2(a) may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate; provided that the Corporation shall have received an undertaking, by or on behalf of any such current officer, to repay such amount if it shall ultimately be determined (by final judicial decision from which there is no further right to appeal) that he or she did not meet the applicable standard of conduct set forth in Section 145 of the General Corporation Law of the State of Delaware or is not otherwise entitled to be indemnified by the Corporation.

     Section 7-3. Exceptions. Any other provision herein to the contrary notwithstanding, the Corporation shall not be obligated pursuant to this Article VII to indemnify or advance expenses to a claimant with respect to any proceeding (or part thereof) initiated or brought voluntarily by the claimant unless such proceeding (or part thereof) is authorized by the Board of Directors in the specific case; provided, however, that the Corporation shall indemnify and advance expenses to such person in connection with compulsory counter-claims, cross-claims, and affirmative defenses and with respect to proceedings brought to establish and enforce a right to indemnification or advancement of expenses under this Article VII where such person is otherwise determined to be entitled to indemnification or advancement of expenses, respectively.

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     Section 7-4. Notice and Request for Indemnification. For the purpose of pursuing rights to indemnification or advancement of expenses under this Article VII, a claimant shall submit to the Corporation a written request for indemnification and/or advancement of expenses, including therewith or therein such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification and/or advancement of expenses. Notwithstanding the foregoing sentence, the failure of any claimant to comply with this Section 7-4 shall not impact such claimant’s entitlement to indemnification or advancement of expenses under this Article VII except to the extent that the Corporation is materially prejudiced by the claimant’s failure to provide any such documentation or information that is reasonably requested by the Corporation.

     Section 7-5. Defense of Claim. (a) With respect to any such proceeding as to which the Indemnitee has notified the Corporation: (i) the Corporation shall be entitled to participate therein at its own expense; and (ii) except as otherwise provided below, to the extent that it may wish, the Corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. The Indemnitee’s consent to such counsel may not be unreasonably withheld.

          (b) After notice from the Corporation to the Indemnitee of its election to assume the defense, which election must be received by the Indemnitee within seven (7) business days from the date the Corporation receives notice of the proceeding from the Indemnitee pursuant to Section 7-4 of this Article VII, the Corporation shall not be liable to the Indemnitee under this Article VII for any legal expenses subsequently incurred by the Indemnitee in connection with such defense. Notwithstanding the foregoing, however, the Indemnitee shall continue to have the right to employ his or her counsel in such proceeding at the Indemnitee’s expense, and the legal expenses incurred by the Indemnitee in connection with such defense shall be paid by the Corporation if (i) the employment of counsel by the Indemnitee has been authorized by the Corporation; (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Indemnitee in the conduct of such defense; (iii) the Corporation shall not in fact have employed counsel to assume the defense of such proceeding; or (iv) the proceeding was brought by or in the right of the Corporation. Notwithstanding any provision in this Section 7-5 to the contrary, the Corporation shall not be entitled to assume the defense of any proceeding brought by or in the right of the Corporation or as to which the Indemnitee shall reasonably have made the conclusion that a conflict of interest may exist between the Corporation and the Indemnitee in the conduct of the defense.

     Section 7-6. Settlement. The Corporation shall not be liable to indemnify an Indemnitee for any amounts paid in settlement of any proceeding without the Corporation’s written consent. The Corporation shall not settle any proceeding in any manner that would impose any penalty or limitation upon the Indemnitee without the Indemnitee’s written consent. Neither the Corporation nor the Indemnitee may unreasonably withhold its consent to a proposed settlement.

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     Section 7-7. Right of Indemnitee to Bring Suit for Payment. If a claim under Section 7-1 or Section 7-2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses, the Indemnitee shall be entitled, solely to the extent of such success, to be paid also the expense of prosecuting or defending such suit. It shall be a defense of the Corporation to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct that makes it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

     Section 7-8. Right of Corporation to Recover Advanced Expenses. In any suit by the Corporation to recover an advancement of expenses, the Corporation shall be entitled to recover such expenses if it shall ultimately be determined (by final judicial decision from which there is no further right to appeal) that the claimant did not meet the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware or is not otherwise entitled to be indemnified by the Corporation.

     Section 7-9. Duration; No Exclusivity. The provisions of this Article VII shall be applicable to all actions, suits or proceedings commenced after its adoption, whether such arise out of acts or omissions which occurred prior to or subsequent to such adoption, and shall continue as to a person who has ceased to be a director, officer, employee or agent or to render services for or at the request of the Corporation or, as the case may be, its parent or subsidiaries, and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw,

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agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

     Section 7-10. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership (general or limited), limited liability company, joint venture, trust, employee benefit plan or other enterprise or entity against any liability (including ERISA excise taxes or penalties) asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under law.

     Section 7-11. Amendment of Article VII. No repeal or modification of this Article VII shall in any way diminish or adversely affect the rights of any director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

ARTICLE VIII — SEAL

     The form of the seal of the Corporation, called the corporate seal of the Corporation, shall be as impressed adjacent hereto.

ARTICLE IX — FISCAL YEAR

     The Board of Directors shall have the power by resolution to fix the fiscal year of the Corporation. If the Board of Directors shall fail to do so, the President shall fix the fiscal year.

ARTICLE X — AMENDMENTS

     The original or other By-Laws may be adopted, amended or repealed by the stockholders entitled to vote thereon at any regular or special meeting or, if the Certificate of Incorporation so provides, by the Board of Directors. The fact that such power has been so conferred upon the Board of Directors shall not divest the stockholders of the power nor limit their power to adopt, amend or repeal By-Laws.

ARTICLE XI — INTERPRETATION OF BY-LAWS

     All words, terms and provisions of these By-Laws shall be interpreted and defined by and in accordance with the General Corporation Law of the State of Delaware, as amended, and as amended from time to time hereafter.

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EX-10.1

Exhibit 10.1

ADVANTA EMPLOYEES’ SEVERANCE PAY PLAN
Amended and Restated, Effective as of April 2, 2007

     The Company has adopted this amendment and restatement of the Plan in order to provide guidelines pursuant to which the Company, in its sole discretion, may make severance payments to employees who meet the eligibility requirements described below when they are permanently terminated without cause from their active employment with the Company. The Plan, as herein amended and restated, is applicable to terminations of employment occurring on and after the Effective Date. The Plan, as previously in effect, governs terminations of employment that occurred prior to the Effective Date.

SECTION 1. DEFINITIONS

     As used herein:

     1.1 “Benefits Committee” means a committee composed of the Company’s General Counsel and the Company’s Vice President of Human Resources, or such other person or persons as may be designated by the Board of Directors to serve as the Benefits Committee from time to time.

     1.2 “Board of Directors” means the Board of Directors of the Company.

     1.3 “Code” means Internal Revenue Code of 1986, as amended.

     1.4 “Company” means Advanta Corp. and, where appropriate in the context, Advanta Corp. and its Subsidiaries.

     1.5 “Effective Date” means the effective date of this restatement of the Plan, as set forth above.

     1.6 “Employee” means a person who, on or after the Effective Date, is employed by the Company or a Subsidiary on a full time or part time basis at a stated rate of compensation, expressed in terms of weekly, monthly or annual salary or hourly pay, on a regular and continuing basis, specifically excluding all of the following: (a) any individual who was hired for a specific limited period of time or on a sporadic or intermittent basis for periods of varying duration; (b) any individual treated for federal income or wage tax purposes as an independent contractor or consultant; and (c) any other individual who is a leased employee or is otherwise not treated for tax or other purposes as an employee of the Company or a Subsidiary, notwithstanding that such individual may subsequently be re-classified by a court, government agency, tribunal or arbitrator as a common law employee of the Company.

     1.7 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     1.8 “Full Years of Service” of an Employee means the Employee’s full years of employment with the Company or a Subsidiary up to and including the Employee’s Termination Date; except that incomplete years of service will be rounded up if the anniversary of the Employee’s date of hire will occur within thirty (30) calendar days after the Employee’s Termination Date.

     1.9 “Pay” means the base salary or wage of an eligible Employee at his or her stated hourly, weekly, monthly or annual rate as of the Employee’s Termination Date. “Pay” does not include overtime pay, shift differentials, bonuses of any kind, incentive pay or any other remuneration. A “Week of Pay” shall be calculated in accordance with the Company’s or Subsidiary’s regular payroll practices and procedures and, in the case of hourly employees, shall be based upon the Employee’s Scheduled Hours as reflected in the Company’s or Subsidiary’s then current payroll system during the last regular pay period preceding the Termination Date.

     1.10 “Plan” means the Advanta Employees’ Severance Pay Plan as set forth herein, as amended from time to time.

     1.11 “Plan Year” means calendar year.

     1.12 “Scheduled Hours” means the number of hours designated as such in the Company’s then current payroll system.

     1.13 “Service” of an Employee means the period of service from such Employee’s most recent date of hire through the date of such Employee’s Termination Date; provided, however, that prior Service that would otherwise be disregarded, may, at the discretion of the Benefits Committee, be included as additional Service.

     1.14 “Severance Pay” means a payment made to an eligible Employee pursuant to the Plan.

     1.15 “Subsidiary” means any entity other than the Company that is treated under Code Section 414(b) or (c) as a single employer along with the Company; provided, however, that any such entity shall not be considered to be a Subsidiary if the Board of Directors or the Benefits Committee provides that such entity shall be excluded from participation in the Plan. Notwithstanding the foregoing, any other entity that does not otherwise qualify as a Subsidiary may be designated as a Subsidiary for purposes of the Plan by the Board of Directors or the Benefits Committee.

     1.16 “Termination Date” means the date upon which the Employee’s employment with the Company or a Subsidiary ceases.

SECTION 2. ELIGIBILITY

     2.1 An Employee shall be eligible to receive Severance Pay under the Plan if and only if all of the following conditions are met (and the Employee is not disqualified from eligibility pursuant to Section 2.2), as determined in the sole discretion of the Benefits Committee:

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          (a) The Employee is an Employee of the Company or a Subsidiary on or after the Effective Date of the Plan;

          (b) The employment of the Employee is involuntarily and permanently terminated by the Company or Subsidiary by which he or she is employed without cause while the Plan remains in effect under circumstances that the Benefits Committee determines to be a permanent layoff, reduction-in-force, facility closing, reorganization or consolidation, other similar business decision or because of a mutual agreement between the Employee and the Company or Subsidiary, approved in writing by the Vice President of Human Resources or the designee of the Vice President of Human Resources;

          (c) The Employee has returned all Company or Subsidiary property, submitted all travel, expense and other such reports, and has paid to the Company or Subsidiary any amounts that are due; and

          (d) The Employee duly executes and provides to the Company, within the time period specified by the Company, a general release in such form as may be established for this purpose from time to time at the Company’s discretion, and which the Employee does not revoke thereafter.

     2.2 Except to the extent required by applicable law, an Employee shall be ineligible to receive Severance Pay under the Plan if any of the following disqualifying events are determined to have occurred, which determination shall be made in the sole discretion of the Benefits Committee:

          (a) The Company or Subsidiary is sold or the portion of the Company’s or Subsidiary’s operations at which the Employee works is sold or otherwise transferred to an entity (the “New Owner”) other than the Company or Subsidiary, and the Employee is offered employment by or transferred to the New Owner, regardless of the terms and conditions of employment offered by the New Owner;

          (b) The Employee is terminated for cause, as determined in the sole discretion of the Company or Subsidiary, including but not limited to termination for failure to satisfactorily perform assigned duties, absenteeism or tardiness, insubordination, dishonesty, theft, willful misconduct, fraud, harassment, any unethical, inappropriate or illegal behavior or activity; or any failure to comply with the Company’s or Subsidiary’s rules, policies or procedures, which currently exist or are hereafter adopted;

          (c) The Company or Subsidiary determines that the Employee, either prior or subsequent to the Employee’s Termination Date, has (i) misappropriated or improperly used or disclosed any confidential or proprietary information of the Company or a Subsidiary; (ii) failed to comply with any contractual obligations to the Company or any Subsidiary, including, the Company’s Business Ethics Agreement (if applicable); or (iii) violated the Company’s Code of Ethics, the Advanta Employee Guide or any other Company policy;

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          (d) The Employee’s employment with the Company or a Subsidiary terminates by reason of the Employee’s death, retirement or resignation;

          (e) As of the date the Employee’s position as an employee of the Company or a Subsidiary is eliminated by reason of a permanent layoff, reduction-in-force, facility closing, reorganization or consolidation other similar business decision as determined by the Benefits Committee, the Employee shall have been absent from the performance of his or her duties with the Company for more than six (6) consecutive months as a result of a leave of absence for any reason;

          (f) The Employee is offered (but refuses to take) another position as an employee of the Company or any Subsidiary, at a level of base salary that is at least equal to 80% of such Employee’s prior base salary, and which does not require such Employee to commute to a new principal work site that is more than 50 miles farther from such Employee’s residence than such Employee’s prior work site; or

          (g) The Company or Subsidiary determines in its sole discretion that either under the facts and circumstances relating to the Employee’s cessation of employment, or more generally, it would be inappropriate to pay severance benefits.

          (h) Notwithstanding any prior determination regarding eligibility for benefits hereunder, in the event the Company or any Subsidiary determines at any time that any Employee is not eligible for Severance Pay by reason of any failure to qualify for such Severance Pay under Section 2.1 above, or by reason of any disqualification from eligibility for such Severance Pay under Section 2.2 above, no Severance Pay shall be provided to such Employee, and, if any Severance Pay shall have already been paid to such Employee, such Employee shall be required to repay to the Company any amounts previously provided to such Employee hereunder. This Section 2.3 shall apply to any event, action or conduct of the Employee whether or not such event, action or conduct occurred prior to or after such Employee’s Termination Date.

SECTION 3. SEVERANCE PAY AMOUNT

     3.1 Except as otherwise provided in this Section 3, the Severance Pay to be provided to an eligible Employee shall be the number of Weeks of Pay based upon his or her years of service, grade, and salary (for Employees Grade 20 and above) stated in the schedule below:

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	And Grade is:
						Grade 20 and above, and salary
							$75,000 to
If Full Years of	Less than					Less than	less than	$100,000
Service are:	Grade 10	Grade 10-13	Grade 14-15	Grade 16-17	Grade 18-19	$75,000	$100,000	and above
Less than 1	2	3	4	6	6	8	10	12
1 to less than 2	3	4	5	7	7.5	10	12	15
2 to less than 3	4	5	6	8	9	12	14	18
3 to less than 4	5	6	7	9	10.5	14	16	21
4 to less than 5	6	7	8	10	12	16	18	24
5 to less than 6	7	8	9	11	13.5	18	20	27
6 to less than 7	8	9	10	12	15	20	22	30
7 to less than 8	8	10	11	13	16	20	24	32
8 to less than 9	8	11	12	14	16	20	24	32
9 to less than 10	8	12	13	15	16	20	24	32
10 or More	8	12	14	16	16	20	24	32

     3.2 If an eligible Employee applies for and receives unemployment compensation payments for any period of time during or for which Severance Pay is being paid, any Severance Pay remaining to be paid shall not be reduced by the amount of any such unemployment compensation payments.

     3.3 If an Employee due to sickness or injury receives worker’s compensation or long term disability payments after the Employee’s Termination Date, the Employee shall not receive any Severance Pay until the cessation of such other payments. Once such payments cease, the number of weeks of Severance Pay to which the Employee is entitled shall be reduced by the number of weeks that the Employee received such other payments.

     3.4 To the extent that an Employee receives any payment in connection with the cessation of his or her employment other than pursuant to the Plan (whether pursuant to a contract or other severance plan or policy), the Severance Pay payable under the Plan shall be correspondingly reduced on a dollar for dollar basis. Similarly, to the extent that a federal, state or local law requires the Company or Subsidiary to make a payment to an eligible Employee because of that Employee’s involuntary termination, the Severance Pay payable under the Plan shall be correspondingly reduced. Any overpayments made under the Plan shall be promptly repaid by the Employee upon written request. The reduction of the Severance Pay payable under the Plan shall not, however, be applicable by reason of receipt by the Employee of payments under the Employee Savings Plan, the Employee Stock Ownership Plan, the Executive Deferral Plan or any other benefit plan sponsored by the Company or any Subsidiary which is not in the nature of a severance plan or is otherwise determined by the Benefits Committee not to reduce the benefits payable hereunder.

     The intent of this Section 3.4 is to coordinate the Severance Pay provided to an Employee hereunder with any severance benefits that may be provided to such Employee under any other

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plan or arrangement, and to ensure that such Employee is able to receive, in the aggregate, severance benefits equal to the benefit that is provided under whichever of such plans or arrangements is the greatest benefit to the Employee, but to avoid an Employee being able to receive in the aggregate, severance benefits in excess of the benefits that would be provided to such Employee under any one severance plan or arrangement.

     3.5 The Company or Subsidiary shall have the right to take such action as it deems necessary or appropriate to satisfy any requirements under federal, state or local laws to withhold or to make deductions from any benefits payable under the Plan.

     3.6 Notwithstanding anything to the contrary herein, in the event a terminated Employee who is receiving Severance Pay pursuant to the terms of the Plan is rehired by the Company or any Subsidiary, the Company shall have no obligation to pay any further Severance Pay for any period following such Employee’s date of rehire.

     3.7 The Company, in its sole discretion, may increase the Severance Pay to an amount in excess of that otherwise specified herein, subject to the limitations of Section 8. Any increase in Severance Pay must be expressly authorized in writing by the Benefits Committee.

     3.8 If Code Section 280G is applicable to any benefits or payments made to the Employee, then, if the aggregate present value of the “parachute payments” to the Employee, determined under Code Section 280G(b) without regard to this Section 3.8 is at least three times the “base amount” (as that term is used for purposes of Code Section 280G), then the compensation otherwise payable under the Plan (and any other amount payable hereunder or any other severance plan, program, policy or obligation of the Company, Subsidiary or any other affiliate thereof) shall be reduced so that the aggregate present value of the parachute payments to the Employee determined under Code Section 280G, does not exceed 2.99 times the base amount.

SECTION 4. DISTRIBUTION OF BENEFITS

     4.1 The Company or Subsidiary will pay Severance Pay to each eligible Employee directly out of the general assets of the Company or Subsidiary. The Company or Subsidiary, in its sole discretion, shall pay any Severance Pay either in installments in accordance with the Company’s or Subsidiary’s normal payroll practices or in a lump sum payment. Such payments shall commence as soon as practicable following the Employee’s Termination Date once all conditions for eligibility are met and continue until the Severance Pay due is paid, or until the Employee ceases to be eligible by reason of any failure to qualify for or by reason of any disqualification from eligibility for Severance Pay pursuant to Section 2 hereof.

     4.2 Severance Pay shall continue to be paid to the estate of any eligible Employee who dies before the entire amount due hereunder is paid.

SECTION 5. PLAN ADMINISTRATION

     5.1 The Plan shall be administered by the Benefits Committee, which shall have complete authority to prescribe, amend and rescind rules and regulations relating to the Plan.

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The Benefits Committee may allocate and assign any of its responsibilities and duties for the operation and administration of the Plan to such other persons as it determines appropriate.

     5.2 The determinations by the Benefits Committee on the matters referred to the Benefits Committee shall be conclusive. The Benefits Committee shall have full discretionary authority, up to the maximum discretion allowed by law, to administer, interpret and apply the terms of the Plan, and determine any and all questions or disputes hereunder, including but not limited to eligibility for benefits and the amount of benefits due.

     5.3 In the event of a claim by any person including but not limited to any Employee, or such person’s authorized representative (the “Claimant”) as to whether he or she is entitled to any Severance Pay or other benefit under the Plan, the amount of any distribution or its method of payment, such Claimant shall present the reason for his or her claim in writing to the Benefits Committee. The claim must be filed within forty-five (45) days following the date upon which the Claimant first learns of his or her claim. All claims shall be in writing, signed and dated and shall briefly explain the basis for the claim. The claim shall be mailed to the Benefits Committee by certified mail at the following address: Advanta Corp., Welsh and McKean Roads, Spring House, PA 19477, or such other address as may be established from time to time by the Benefits Committee. The Benefits Committee shall, within a reasonable period of time but not later than ninety (90) days after receipt of such written claim, decide the claim and send written notification to the Claimant as to its disposition; provided that the Benefits Committee may elect to extend said period for an additional ninety (90) days if special circumstances so warrant and the Claimant is so notified in writing prior to the expiration of the original ninety (90) day period. Such notice shall indicate the special circumstances requiring the extension of time and the dates by which the Benefits Committee expects to render the final decision. In no event shall a decision regarding a claim for Severance Pay or other benefits be rendered later than 180 days after the Benefits Committee receives the written claim. The Benefits Committee shall make all claim determinations in accordance with the Plan and, where appropriate, shall apply Plan provisions consistently with respect to similarly situated Claimants. In the event the claim is wholly or partially denied, such written notification shall (a) state the specific reason or reasons for the denial; (b) make specific reference to pertinent Plan provisions on which the denial is based; (c) provide a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; (d) set forth the procedure by which the Claimant may appeal the denial of his or her claim; and (e) include a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a whole or partial denial on appeal.

     In the event that a claim is wholly or partially denied, the Claimant may request a review of such denial by making application in writing to the Benefits Committee within sixty (60) days after receipt of such denial. Said application must be by certified mail. Upon written request to the Benefits Committee, the Claimant shall be provided, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits. The Claimant shall also have an opportunity to submit to the Benefits Committee, in writing, any comments, documents, records, and other information relating to the claim for benefits. The Benefits Committee shall take into account all comments, documents, records, and other

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information relating to the claim submitted by the Claimant, without regard to whether such information was submitted or considered in the initial claim determination.

     Within a reasonable period of time, but not later than sixty (60) days after receipt of a written appeal, the Benefits Committee shall decide the appeal and notify the Claimant of the final decision; provided that the Benefits Committee may elect to extend said sixty (60) day period to up to one hundred twenty (120) days after receipt of the written appeal, if special circumstances so warrant and the Claimant is so notified in writing prior to the expiration of the original sixty (60) day period. Such notice shall indicate the special circumstances requiring the extension of time and the date by which the Benefits Committee expects to render the final decision.

     If the appeal is denied, the Claimant shall receive written notice of the denial, written in a manner reasonably calculated to be understood by the Claimant, which (a) states the specific reason or reasons for the denial; (b) makes specific reference to pertinent Plan provisions on which the denial is based; (c) informs the Claimant of his or her right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits; and (d) includes a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA.

SECTION 6. PLAN MODIFICATION OR TERMINATION

     6.1 The Plan may be modified, amended or terminated at any time by the Board of Directors, the Compensation Committee of the Board of Directors, or by the designee of either, with or without notice. Any such modification, amendment or termination shall be effective on such date as the Board of Directors, the Compensation Committee of the Board of Directors, or the designee of either may determine.

     6.2 All claims for benefits hereunder, even if raised after termination of the Plan, shall be determined pursuant to Section 5.3, and when acting pursuant thereto, the Benefits Committee shall retain the authority provided in Section 5. Notwithstanding a termination of the Plan, each Employee who has, prior to the termination of the Plan, been involuntarily terminated from employment by the Company or the Subsidiary for which such Employee works and become eligible to receive Severance Pay pursuant to the Plan, shall remain entitled to receive said Severance Pay under the terms and conditions of the Plan without regard to the subsequent termination of the Plan.

SECTION 7. GENERAL PROVISIONS

     7.1 Nothing herein contained shall be deemed to give any Employee the right to be retained in the employ of the Company and/or any Subsidiary or to interfere with the right of the Company and/or any Subsidiary to discharge him or her at any time, with or without cause.

     7.2 Except as otherwise provided by law, no right or interest of any Employee under the Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment,

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pledge or in any other manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Employee under the Plan shall be liable for, or subject to, any obligation or liability of such Employee, except to the extent specifically provided for herein. Notwithstanding the foregoing, in the event an Employee who has been involuntarily terminated from employment and become eligible to receive Severance Pay pursuant to the Plan subsequently dies, the benefit that would otherwise have been payable to such deceased Employee shall be paid to the Employee’s estate at the same time and in the same manner as such Severance Pay would have been paid to the Employee had he or she survived.

     7.3 The Plan is unfunded.

     7.4 The Plan shall be governed by and construed in accordance with ERISA, and to the extent not preempted, the laws of the Commonwealth of Pennsylvania.

     7.5 The Plan is intended to constitute a “welfare plan” under ERISA, and any ambiguities in the Plan shall be construed to effect that intent.

SECTION 8. SPECIAL PROVISIONS RELATED TO CODE SECTION 409A

     8.1 The Plan is intended to provide benefits that will be characterized as separation pay benefits that do not constitute a deferral of compensation or a deferred compensation plan for purposes of Code Section 409A. For these purposes, references to Code Section 409A are deemed to be references to such section of the Code, and any regulations (including proposed regulations) or other guidance that may be issued by the IRS and/or the Treasury Department from time to time interpreting applicable provisions of Code Section 409A.

     8.2 In connection with the above stated intent to provide separation pay benefits that are not treated as deferred compensation, Severance Pay payable hereunder shall be limited as follows:

          (a) The Severance Pay payable to any one Employee hereunder shall not be in excess of two times the lesser of:

               (i) The sum of the Employee’s annual compensation (as defined in Treasury Regulation Section 1.415-1(d)(2)) for services provided to the Company or Subsidiary as an Employee for the calendar year immediately preceding the calendar year in which the Employee’s employment terminates; or

               (ii) The maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for such year; and

          (b) The benefits, if any, payable to any Employee hereunder must be paid no later than December 31 of the second calendar year following the calendar year in which the Employee’s termination of employment occurs.

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EX-10.2

EXHIBIT 10.2

ADVANTA CORP.
EMPLOYEE CHANGE OF CONTROL SEVERANCE PLAN

AMENDED AND RESTATED AS OF APRIL 2, 2007

SECTION 1. PURPOSE

     The Company has adopted this amendment and restatement of the Plan in order to provide severance benefits, to employees whose employment is terminated as a result of a Change of Control or a Subsidiary Change of Control. The Plan, as herein amended and restated, is applicable to terminations of employment in connection with a Change of Control occurring on and after the Restatement Effective Date. The Plan, as previously in effect, governs terminations of employment that occurred prior to the Effective Date.

SECTION 2. DEFINITIONS

     As hereinafter used:

     2.1 The “Benefits Committee” means a committee composed of the Company’s General Counsel and the Company’s Vice President of Human Resources, or such other person or persons as may be designated by the Board of Directors to serve as the Benefits Committee from time to time. Notwithstanding the foregoing, on and after the Closing Date with respect to a Change of Control, for a period of twelve months following such Closing Date, no change to the membership of the Benefits Committee shall be made except upon the resignation of a member of the Benefits Committee, in which event the remaining member(s) of the Benefits Committee shall appoint a new member who must have been an employee of the Company or a Subsidiary prior to the time a Change of Control occurs.

     2.2 The “Board of Directors” is the Board of Directors of the Company.

     2.3 A “Change of Control” shall be deemed to have occurred upon the earliest to occur of the following events: (i) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a plan or other arrangement pursuant to which the Company will be dissolved or liquidated, or (ii) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Company, or (iii) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) and the stockholders of the other constituent corporation (or its board of directors if stockholder action is not required) have approved a definitive agreement to merge or consolidate the Company with or into such other corporation, other than, in either case, a merger or consolidation of the Company in which holders of shares of the Company’s Class A Common Stock immediately prior to the merger or consolidation will have at least a majority of the voting power of the surviving corporation’s voting securities immediately after the merger or consolidation, which voting securities are to be held in the same proportion as such holders’ ownership of Class A Common Stock of the Company immediately before the merger or consolidation, or (iv) the date any entity, person or group, within the meaning of Section 13(d)(3)

or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (other than (a) the Company or any of its subsidiaries or any employee benefit plan [or related trust] sponsored or maintained by the Company or any of its subsidiaries or (b) any person who, on the date the Plan is effective, shall have been the beneficial owner of or have voting control over shares of Common Stock of the Company possessing more than twenty-five percent (25%) of the aggregate voting power of the Company’s Common Stock) shall have become the beneficial owner of, or shall have obtained voting control over, more than twenty-five percent (25%) of the outstanding shares of the Company’s Class A Common Stock, or (c) the first day after the date this Plan is effective when directors are elected such that a majority of the Board of Directors shall have been members of the Board of Directors for less than two (2) years, unless the nomination for election of each new director who was not a director at the beginning of such two (2) year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period.

     2.4 “Closing Date” means the date on which a transaction that is treated as a Change of Control or a Subsidiary Change of Control is consummated.

     2.5 “Code” means the Internal Revenue Code of 1986, as amended.

     2.6 “Company” means Advanta Corp., and any successor to its business and/or assets which assumes and agrees or is otherwise obligated to provide benefits under the Plan by operation of law, or otherwise. Notwithstanding the foregoing, for purposes of Section 2.3 (“Change of Control”) or Section 2.16 (“Subsidiary Change of Control”), the term “Company” shall only refer to “Advanta Corp.”

     2.7 An “Employee” means a person who, after the Restatement Effective Date, is employed by the Company or a Subsidiary both at the time of a Change of Control and as of the Closing Date or by a specific Subsidiary both at the time it undergoes a Subsidiary Change of Control and as of the applicable Closing Date, on a full or part-time basis at a stated rate of compensation expressed in terms of weekly, monthly or annual salary or hourly pay, on a regular and continuing basis.

     The term “Employee” specifically excludes any person (a) who is receiving severance pay under this or any other severance plan of the Company, (b) who was hired for a specific limited period of time or on a sporadic or intermittent basis for periods of varying duration or (c) who signed an agreement pursuant to which his or her employment will terminate in the future on a date certain. In addition, the term Employee shall not include any other individual who is a leased employee or is otherwise not treated for tax or other purposes as an employee of the Company or a Subsidiary, notwithstanding that such individual may be subsequently be re-classified by a court, government agency, tribunal or arbitrator as a common law employee of the Company.

     2.8 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

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     2.9 “Full Years of Service” of an Employee for purposes of determining Severance Pay pursuant to Section 4.1(a) means the Employee’s full years of continuous employment up to and including the Employee’s Termination Date.

     2.10 “Pay” means the base salary or wage of an eligible Employee at his or her stated hourly, weekly, monthly or annual rate as of the Employee’s Termination Date. “Pay” does not include overtime pay, bonuses of any kind, shift differentials, incentive pay or any other remuneration. A “Week of Pay” shall be calculated in accordance with the Company’s regular payroll practices and procedures applicable immediately preceding the applicable Closing Date and, in the case of hourly employees, shall be based upon the Employee’s “Scheduled Hours” as reflected in the Company’s Human Resources information system on the day preceding the Termination Date.

     2.11 “Plan” means the Advanta Corp. Employee Change of Control Severance Plan as set forth herein, as amended from time to time.

     2.12 The “Restatement Effective Date” of the Plan is April 2, 2007.

     2.13 “Service” of an Employee for purposes of determining Severance Pay pursuant to Section 4.1(a) means Full Years of Service, plus additional periods of employment taken into account for purposes of these calculations. These calculations are made taking into account service performed from such Employee’s most recent date of hire through the date of such Employee’s Termination Date; provided, however, that prior periods of service that would otherwise be disregarded, may, at the discretion of the Benefits Committee, be included as additional Service.

     2.14 “Severance Pay” is a payment made to an eligible Employee pursuant to Section 4.1 hereof. All Severance Pay due to an eligible Employee must be paid to the eligible Employee within two (2) years of the date that the first Severance Pay is paid to that Employee and shall not exceed two (2) years of Pay.

     2.15 “Subsidiary” means any entity other than the Company that is treated under Code Section 414(b) or (c) as a single employer along with the Company; provided, however, that any such entity shall not be considered to be a Subsidiary if the Board of Directors or the Benefits Committee provides that such entity shall be excluded from participation in the Plan. Notwithstanding the foregoing, any other entity that does not otherwise qualify as a Subsidiary may be designated as a Subsidiary for purposes of the Plan by the Board of Directors or the Benefits Committee.

     2.16 A “Subsidiary Change of Control” with respect to a Subsidiary shall be deemed to have occurred if the Company or one of its wholly-owned or majority-owned subsidiaries no longer holds any shares of such Subsidiary, or if all or substantially all of the assets of a such Subsidiary are sold to an entity that is not owned or controlled, in whole or in part, by the Company or one of its wholly-owned or majority-owned subsidiaries.

     2.17 “Termination Date” means the date upon which the Employee’s employment with the Company or Subsidiary ceases.

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SECTION 3. ELIGIBILITY

     3.1 An Employee shall be eligible to receive Severance Pay if and only if all of the following conditions are met (and the Employee is not disqualified from eligibility pursuant to Section 3.2):

          (a) The Employee is an Employee of the Company or a Subsidiary after the Restatement Effective Date of the Plan; and

          (b) The Employee is employed by:

               (i) Advanta Corp. at the time the Closing Date occurs;

               (ii) A Subsidiary at the time the Closing Date occurs; provided that Advanta Corp. continues to hold at such time (directly or indirectly) more than fifty percent (50%) of the outstanding capital stock of the applicable entity; or

               (iii) A Subsidiary at the time it undergoes a Subsidiary Change of Control and the time the applicable Closing Date occurs; and

          (c) The Employee is terminated from employment within twelve (12) months after the applicable Closing Date; unless such termination is: (1) because of the Employee’s death or Extended Leave of Absence (as defined below), (2) because of the Employee’s Willful Misconduct (as defined below), or (3) by the Employee other than for Good Reason (as defined below). In the event a person’s employment is terminated for any reason prior to the occurrence of a Closing Date (either with respect to a Change of Control or to a Subsidiary Change of Control, as may be applicable) he or she shall not be entitled to any benefits under the Plan by virtue of said Change of Control or Subsidiary Change of Control.

               (i) Extended Leave of Absence. Except as otherwise required by law, if an Employee shall have been absent from the full-time performance of his or her duties by reason of such Employee’s leave of absence for any reason for six (6) consecutive months or more, the Employee may be terminated and shall not be entitled to any benefits under the Plan.

               (ii) Willful Misconduct. Termination of the Employee’s employment for Willful Misconduct shall mean termination:

                    (a) Upon the willful and continued failure by the Employee to substantially perform his or her duties which the Employee fails to cure (other than any such failure resulting from incapacity due to physical or mental illness or an Extended Leave of Absence or the Employee’s termination of his or her employment for Good Reason (as defined in Subsection 3.1(c)(iii))), after ten (10) days from a written demand for substantial performance is delivered to the Employee by the Company or Subsidiary by which he or she is employed, which demand specifically identifies the manner in which the Company or Subsidiary believes that the Employee has not substantially performed his or her duties; or

                    (b) The willful engaging by the Employee in conduct which is clearly and materially injurious to the Company and/or Subsidiary, monetarily or otherwise. For

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purposes of this subsection, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that his or her action or omission was in or not opposed to the best interest of the Company and/or Subsidiary.

                    (c) Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Willful Misconduct unless and until there shall have been delivered to the Employee a copy of a written determination of the Benefits Committee issued pursuant to a meeting of the Benefits Committee (after reasonable notice to the Employee and an opportunity for the Employee, together with his or her counsel, to be heard before the Benefits Committee) finding that in the good faith opinion of the Benefits Committee the Employee was guilty of conduct set forth above in this Subsection 3.1(c)(ii) and specifying the particulars thereof in detail.

          (iii) Good Reason. The Employee shall be entitled to terminate his or her employment for Good Reason and receive Severance Pay, if the Employee terminates his or her employment within twelve (12) months after the applicable Closing Date and provides written notice to the Benefits Committee no later than two weeks after the Employee’s Termination Date of the Employee’s election to resign and the circumstances constituting the Good Reason to terminate his or her employment. The Employee’s right to terminate his or her own employment pursuant to this Subsection shall not be affected by his or her incapacity due to physical or mental illness. The Employee’s continued employment for any period of time following any applicable Closing Date shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason. “Good Reason” shall mean, without the Employee’s express written consent, the occurrence after the Closing Date applicable to a Change of Control of the Company or to a Subsidiary Change of Control with respect to the Subsidiary by which he or she was employed, of any of the following circumstances:

                    (a) The Employee is demoted to a lower position;

                    (b) The Employee is assigned any duties inconsistent with the status of the position that the Employee held immediately prior to the applicable Closing Date or an adverse alteration in the nature or status of the Employee’s responsibilities or authority or in the quality or amount of office accommodations or assistance provided to the Employee, from those in effect immediately prior to such applicable Closing Date, which, taken in the aggregate, shall constitute a constructive demotion;

                    (c) A reduction in the Employee’s annual base salary as in effect on the date immediately prior to the applicable Closing Date, or as the same may be increased from time to time thereafter;

                    (d) The Company’s or Subsidiary’s requirement that the Employee’s site of principal employment be more than 50 miles from the offices at which the Employee was principally employed immediately prior to the date of the applicable Closing Date, except for required travel on the Company’s or Subsidiary’s business to an extent substantially consistent with the Employee’s business travel obligations immediately prior to such Closing Date;

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                    (e) The failure by the Company or Subsidiary to pay to the Employee any portion of his or her compensation or compensation under any deferred compensation program of the Company or Subsidiary within fifteen (15) days of the date such compensation is due;

                    (f) The failure by the Company or Subsidiary to continue in effect any compensation or benefit plan or perquisites in which the Employee participates immediately prior to the applicable Closing Date, which is material to his or her total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company or Subsidiary which experienced the Change of Control to continue the Employee’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Employee’s participation relative to other participants, than existed at the time of the applicable Closing Date;

                    (g) The failure by the Company or Subsidiary to continue to provide the Employee with benefits substantially similar to those enjoyed by him or her under any of the Company’s or Subsidiary’s life insurance, medical, dental, accident or disability plans in which the Employee was participating at the time of the applicable Closing Date, the taking of any action by the Company or Subsidiary which would directly or indirectly materially reduce any of such benefits, or the failure by the Company or Subsidiary to provide the Employee with the number of paid vacation days or Paid Time Off days to which the Employee is entitled in accordance with the vacation or Paid Time Off policy applicable and in effect at the time of the applicable Closing Date;

                    (h) The failure of the Company or Subsidiary to obtain the unqualified agreement from any successor to assume or adopt this Plan; or

                    (i) Any termination of the Employee’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection 3.1(c)(iv) hereof (and, if applicable, the requirements of Subsection 3.1(c)(ii) hereof);

          (iv) Any purported termination of Employee’s employment by the Company or the Subsidiary or by the Employee shall be communicated by written Notice of Termination to the other party. “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in the Plan relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated. The Notice to the Company or the Subsidiary (if only the Subsidiary has experienced a Change of Control) shall be to the Benefits Committee. All such notices shall be sent (i) by certified or registered mail and shall be deemed received three (3) business days after the date of mailing; (ii) by Federal Express or similar overnight courier and shall be deemed received one (1) business day after delivery to Federal Express or similar overnight courier; or (iii) by personal service and shall be deemed received on the same day as service.

     3.2 An Employee may not receive Severance Pay if any of the following disqualifying events occur:

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          (a) The Employee is receiving Severance Pay at the time the applicable Closing Date occurs;

          (b) The Employee has signed an agreement pursuant to which his or her employment will terminate in the future on a date certain;

          (c) The Employee is not employed by the Company or by the specific Subsidiary at the time of the Closing Date with respect to a Change of Control or a Subsidiary Change of Control, as the case may be, or if no Closing Date occurs with respect to either a Change of Control or a Subsidiary Change of Control with respect to the specific Subsidiary by which he or she is employed prior to the termination of his or her employment; or

          (d) The Employee is party to an agreement that expressly provides that such Employee is not entitled to severance or is not entitled to benefits under this Plan.

SECTION 4. SEVERANCE BENEFIT AMOUNT

     4.1 Except as otherwise provided in this Section 4, Severance Pay to be provided to an eligible Employee shall be the greater of:

          (a) Four (4) Weeks of Pay for each Full Year of Service and one-twelfth (1/12) of four (4) Weeks of Pay for each full month of Service completed in an incomplete Year of Service, with a minimum of four (4) Weeks of Pay and a maximum of sixty (60) Weeks of Pay; or

          (b) The number of Weeks of Pay based upon his or her years of Service, grade, and salary (for Employees above Grade 19) stated in the schedule below:

	And Grade is:
						Above Grade 19 and salary
							$75,000 to
If Full Years of	Less than					Less than	less than	$100,000
Service are:	Grade 10	Grade 10-13	Grade 14-15	Grade 16-17	Grade 18-19	$75,000	$100,000	and above
Less than 1	2	3	4	6	6	8	10	12
1 to less than 2	3	4	5	7	7.5	10	12	15
2 to less than 3	4	5	6	8	9	12	14	18
3 to less than 4	5	6	7	9	10.5	14	16	21
4 to less than 5	6	7	8	10	12	16	18	24
5 to less than 6	7	8	9	11	13.5	18	20	27
6 to less than 7	8	9	10	12	15	20	22	30
7 to less than 8	8	10	11	13	16	20	24	32
8 to less than 9	8	11	12	14	16	20	24	32
9 to less than 10	8	12	13	15	16	20	24	32
10 or More	8	12	14	16	16	20	24	32

     4.2 For purposes of calculating the number of Weeks of Pay owed under Section 4.1(b) only, an incomplete year of Service will be rounded up to a Full Year of Service if the Employee’s service anniversary date will occur within thirty (30) calendar days of the Employee’s Termination Date.

     4.3 The Company, in its sole discretion, may increase the Severance Pay to an amount in excess of that specified in Section 4.1, subject to the limitations of Sections 2.14, 4.9 and Section 9. Any increase in Severance Pay must be expressly authorized in writing by the Office of the Chair.

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     4.4 If an Employee applies for and receives unemployment compensation payments for any period of time during or for which Severance Pay is being paid, any Severance Pay remaining to be paid shall not be reduced by the amount of any such unemployment compensation payments.

     4.5 If an Employee due to sickness or injury receives worker’s compensation or long-term disability payments after the Employee’s Termination Date, the Employee shall not receive any Severance Pay until the cessation of said payments. Once said payments cease, the number of weeks of Severance Pay to which the Employee is entitled shall be reduced to reflect the number of weeks of any such worker’s compensation or long-term disability payments.

     4.6 Except as provided below with respect to participants in the Office of the Chairman Supplemental Compensation Program, the Severance Benefit provided for in the Plan is the maximum benefit that the Company or Subsidiary will pay for severance. To the extent that a federal, state or local law might require the Company or Subsidiary to make a payment to an Employee because of that Employee’s involuntary termination, the Severance Pay payable under the Plan shall be correspondingly reduced. To the extent that an Employee receives severance pay in connection with the cessation of his or her employment other than pursuant to this Plan (whether pursuant to a contract or other severance plan or policy), the Severance Pay payable under this Plan shall be correspondingly reduced. Any overpayments made under the Plan shall be promptly repaid after written request. Severance Pay hereunder shall not be offset by reason of payments received by an Employee due to his or her participation in the Employee Savings Plan, Executive Deferral Plan, any retention arrangement, bonus plan, or other plan, arrangement or agreement which is not a severance plan or which, by its terms, pays a benefit without regard to whether the Employee has terminated employment. The intent of this Section 4.6 is to coordinate the Severance Pay provided to an Employee hereunder with any severance benefits that may be provided to such Employee under any other plan or arrangement, and to ensure that such Employee is able to receive, in the aggregate, severance benefits equal to the benefit that is provided under whichever of such plans or arrangements is the most generous, but to avoid an Employee being able to receive in the aggregate, severance benefits in excess of the benefits that would be provided to such Employee under any one severance plan or arrangement.

     4.7 Employees who are receiving severance benefits under the Advanta Employees’ Severance Pay Plan are not eligible for benefits under the Plan. Employees who are eligible for benefits under both the Advanta Employee’s Severance Pay Plan and the Plan shall receive Severance Pay under the Plan. Employees who are eligible for benefits under both the Plan and under the Advanta Senior Management Change of Control Severance Plan shall receive benefits under the Advanta Senior Management Change of Control Severance Plan and not under the Plan.

     4.8 Employees who have entered into a separate agreement with the Company pursuant to which, by the terms of the agreement, the Employee receives a benefit in lieu of a benefit under the Plan are not eligible to receive a benefit under the Plan.

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     4.9 Excess Parachute Payments — Code Section 280G. If, at the time the Change of Control or Subsidiary Change of Control occurs, Section 280G(b) of the Code is applicable to the Employee, notwithstanding any other provision of this Plan, if the aggregate present value of the “parachute payments” to the Employee, determined under Section 280G(b) is at least three times the “base amount” determined under such Section 280G, then the compensation otherwise payable under this Plan (and any other amount payable hereunder or any other severance plan, program, policy or obligation of the Company, Subsidiary or any other affiliate thereof) shall be reduced so that the aggregate present value of the parachute payments to the Employee determined under Section 280G, does not exceed 2.99 times the base amount. The assumptions to be used in arriving at the determination of such reductions shall be made by the Company’s Tax Counsel (as hereinafter defined) in accordance with the principles of Section 280G of the Code. For these purposes, the term “Tax Counsel” means tax counsel designated as such for purposes of the Plan prior to the date on which the relevant change in “the ownership or effective control” of the Company or in “the ownership of a substantial portion of the assets” of the Company (as these terms are used for purposes of Code Section 280G). If no tax counsel has been expressly designated as Tax Counsel for purposes of the Plan, then Tax Counsel shall be the law firm which was principally responsible for providing tax advice to the Company immediately prior to the date on which occurred the relevant change in “the ownership or effective control” of the Company or in “the ownership of a substantial portion of the assets” of the Company. All fees and expense of the Tax Counsel will be borne by the Company.

     4.10 The Company and each Subsidiary shall have the right to take such action as it deems necessary or appropriate to satisfy any requirements under federal, state or other laws to withhold or to make deductions from any benefits payable under the Plan. Provided, however, that this Section 4.9 shall not authorize the Company to reduce any benefit beyond what was calculated by Tax Counsel.

SECTION 5. DISTRIBUTION OF BENEFITS

     5.1 The Company and each Subsidiary will pay Severance Pay to each eligible Employee it employed directly out of the general assets of the Company or Subsidiary. Payments will be made in a single lump sum payment or in installments in accordance with normal payroll practices, as elected by the Employee. Such payments shall commence as soon as practicable following the Employee’s Termination Date and continue until the benefit due is paid.

     5.2 Severance Pay shall be paid to the estate of any eligible Employee who dies before the entire amount due hereunder is paid.

SECTION 6. PLAN ADMINISTRATION

     6.1 The Plan shall be administered by the Benefits Committee, which shall have complete authority to prescribe, amend and rescind rules and regulations relating to the Plan, consistent with the express provisions of the Plan.

     6.2 The determinations by the Benefits Committee on the matters referred to such Committee shall be conclusive. The Benefits Committee shall have full discretionary authority,

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the maximum discretion allowed by law, to administer, interpret and apply the terms of this Plan, and determine any and all questions or disputes hereunder, including but not limited to eligibility for benefits and the amount of benefits due. Subsequent to the Closing Date with respect to a Change of Control, but not with respect to a Subsidiary Change of Control, the Benefits Committee shall not have full discretionary authority; its determinations shall be made strictly in accordance with the terms of the Plan and shall be subject to de novo review by a court of competent jurisdiction.

     6.3 In the event of a claim by any person including but not limited to any Employee, or such person’s authorized representative (the “Claimant”) as to whether he is entitled to any benefit under the Plan, the amount of any distribution or its method of payment, such Claimant shall present the reason for his or her claim in writing to the Benefits Committee. The claim must be filed within forty-five (45) days following the date upon which the Claimant first learns of his claim. All claims shall be in writing, signed and dated and shall briefly explain the basis for the claim. The claim shall be mailed to the Benefits Committee by certified mail at the following address: Advanta Corp., Welsh and McKean Roads, Spring House, PA 19477 or such other address as the Benefits Committee may designate from time to time. The Benefits Committee shall, within a reasonable period of time but not later than ninety (90) days after receipt of such written claim, decide the claim and send written notification to the Claimant as to its disposition; provided that the Benefits Committee may elect to extend said period for an additional ninety (90) days if special circumstances so warrant and the Claimant is so notified in writing prior to the expiration of the original ninety (90) day period. Such notice shall indicate the special circumstances requiring the extension of time and the dates by which the Plan expects to render the final decision. In no event shall a decision regarding a claim for benefits be rendered later than 180 days after the Plan receives the written claim. The Benefits Committee shall ensure that claim determinations are made in accordance with this Plan document and, where appropriate, that Plan provisions are applied consistently with respect to similarly situated Claimants. In the event the claim is wholly or partially denied, such written notification shall (a) state the specific reason or reasons for the denial; (b) make specific reference to pertinent Plan provisions on which the denial is based; (c) provide a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; (d) set forth the procedure by which the Claimant may appeal the denial of his or her claim; and (e) include a statement of the individual’s right to bring a civil action under Section 502(a) of ERISA following a whole or partial denial on appeal.

     In the event that a claim is wholly or partially denied, the Claimant may request a review of such denial by making application in writing to the Benefits Committee within sixty (60) days after receipt of such denial. Said application must be via certified mail. Upon written request to the Benefits Committee, the Claimant shall be provided, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits. The Claimant shall also have an opportunity to submit to the Benefits Committee, in writing, any comments, documents, records, and other information relating to the claim for benefits. The Benefits Committee shall take into account all comments, documents, records, and other information relating to the claim submitted by the Claimant, without regard to whether such information was submitted or considered in the initial claim determination.

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     Within a reasonable period of time, but not later than sixty (60) days after receipt of a written appeal, the Benefits Committee shall decide the appeal and notify the Claimant of the final decision; provided that the Benefits Committee may elect to extend said sixty (60) day period to up to one hundred twenty (120) days after receipt of the written appeal, if special circumstances so warrant and the Claimant is so notified in writing prior to the expiration of the original sixty (60) day period. Such notice shall indicate the special circumstances requiring the extension of time and the date by which the Plan expects to render the final decision.

     If the appeal is denied, the Claimant shall receive written notice of the denial, written in a manner reasonably calculated to be understood by the Claimant, which (a) states the specific reason or reasons for the denial; (b) makes specific reference to pertinent Plan provisions on which the denial is based; (c) informs the individual of his or her right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits; and (d) includes a statement of the individual’s right to bring a civil action under Section 502(a) of ERISA.

SECTION 7. PLAN MODIFICATION OR TERMINATION

     7.1 The Plan may be modified, amended or terminated at any time by the Compensation Committee of the Board of Directors, the Board of Directors, or the designee of either, with or without notice. Any such modification, amendment or termination shall be effective at such date as the Compensation Committee, the Board of Directors or the designee of either may determine. If a Closing Date with respect to a Change of Control occurs, the Plan may not be modified, amended or terminated until twelve (12) months after the Closing Date of the Change of Control.

     7.2 All claims for benefits hereunder, even if raised after amendment, modification or termination of the Plan, shall be determined pursuant to Section 6.3, and when acting pursuant thereto, the Benefits Committee shall retain the authority provided in Section 6. Notwithstanding any amendment, modification or termination of the Plan, all Employees who are eligible before the date of amendment, modification or termination to receive Severance Pay pursuant to this Plan shall remain entitled to receive said benefit under the terms and conditions of this Plan without regard to amendment, modification or termination.

SECTION 8. GENERAL PROVISIONS

     8.1 Nothing herein contained shall be deemed to give any Employee the right to be retained in the employ of the Company and/or any Subsidiary or to interfere with the right of the Company and/or Subsidiary to discharge him or her at any time, with or without cause.

     8.2 Except as otherwise provided by law, or under the terms of the Plan, no right or interest of any Employee under the Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any other manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Employee under the Plan shall be liable for, or subject to, any obligation or liability of such Employee, except to the extent specifically provided for herein.

     8.3 The Plan is unfunded.

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     8.4 The Plan shall be governed by and construed in accordance with ERISA, and to the extent not preempted, the laws of the Commonwealth of Pennsylvania.

     8.5 The Plan is intended to constitute a “welfare plan” under ERISA, and any ambiguities in the Plan shall be construed to effect that intent.

SECTION 9. SPECIAL PROVISIONS RELATED TO CODE SECTION 409A

     9.1 With respect to each Employee whose Severance Pay hereunder does not exceed two times the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the calendar year preceding the year in which such Employee’s employment terminates, the Plan is intended to provide benefits that will be characterized as separation pay benefits that do not constitute a deferral of compensation or a deferred compensation plan for purposes of Code Section 409A. For these purpose, references to Code Section 409A are deemed to be references to such section of the Code, and any regulations (including proposed regulations) or other guidance that may be issued by the IRS and/or the Treasury Department from time to time interpreting applicable provisions of Code Section 409A. Benefits for any such Employee are, therefore, payable hereunder, either by reason of an actual involuntary termination of an Employee, or by reason of an Employee’s having Good Reason to terminate his employment and receive benefits hereunder. An Employee’s entitlement to voluntarily terminate his or her employment for Good Reason and receive benefits hereunder is intended to constitute a “window program” as that term is used for purposes of Code Section 409A.

     9.2 To the extent the benefits payable hereunder cannot be paid in a manner that would cause such benefits to be exempt being treated as nonqualified deferred compensation for purposes of Code Section 409A, the Plan is intended to provided for nonqualified deferred compensation that will be payable in a manner and at a time that complies in all respects with the distribution requirements of Code Section 409A, so that no such Employee shall be taxable except on actual receipt of benefits hereunder, and no amount shall be included in such Employee’s income by reason of the application of Code Section 409A(a) (Severance Pay hereunder, therefore, being includible in the Employee’s income pursuant to provisions of the Code other than Code Section 409A). As a consequence, the following rules shall be generally applicable to the extent and in the manner determined by Tax Counsel in order that Severance Pay benefits payable to Employees subject to this Section 9.2 not be treated as violating the applicable rules of Code Section 409A:

          (a) Each such Employee shall be eligible to elect to receive his or her Severance Pay hereunder either as a lump sum, or as a series of payments in accordance with the Company’s normal payroll practice over the period of time corresponding to the number of Weeks of Pay that comprise such Employee’s Severance Pay; provided, however, that any such election must be made on or before December 31, 2007, consistent with the provisions of applicable transitional guidance published by the IRS or Treasury, or by such later date as may be permitted under such guidance or as provided in applicable proposed, temporary or final Treasury Regulations related to Code Section 409A. In the event an Employee does not make any such election as to payment within the permitted time period for such elections to be made

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without causing a violation of Code Section 409A, such Employee shall be deemed to have elected to receive his or her Severance Pay hereunder in the form of a lump sum payment.

          (b) To the extent that the payment of Severance Pay to any Employee subject to this Section 9.3 would be paid, or would commence to be paid, at a time that would violate the prohibition, set forth in Code Section 409A(a)(2)(B)(i), on payments of deferred compensation upon a termination of employment of a “key employee” of a publicly traded company within six months following such employee’s termination of employment, such payment or the commencement of such payments shall be delayed until the earliest date payment of deferred compensation may be paid to such an Employee without violating Code Section 409A(a)(2)(B)(i), and shall then be paid with interest (calculated at the Prime Rate as published in the Wall Street Journal for such period of delay) from the date such payment would have been made had this Section 9.3 not been contained in the Plan, through the date of actual payment.

          (c) In anticipation of a Change of Control, the Company may transfer to a Rabbi Trust (as hereinafter defined) funds that the Company determines to be sufficient to pay the amounts that are to be paid to the Employee’s whose benefits are subject to this Section 9.3 plus any fees that are anticipated as required to be paid in connection with the establishment and continuation of the Trust (including, for example, trustee’s fees). Any such Rabbi Trust shall be revocable; provided, however, that upon the consummation of a transaction that constitutes a Change of Control for purposes of the Plan, such Rabbi Trust shall become irrevocable. For these purposes, the term “Rabbi Trust” shall mean a grantor trust established to hold funds intended to be available to pay benefits to be provided to Employees subject to this Section 9.3; provided, however, that such trust shall be established and maintained in a manner that is consistent with the treatment of its assets as assets of the Company for federal income tax purposes, which asset shall be subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. The Rabbi Trust established hereunder shall be in a form that is substantially consistent with the form of trust set forth in Revenue Procedure 92-64 (or any successor to such Revenue Procedure) as a model grantor trust for use with plans providing for nonqualified deferred compensation. The trustee of the Rabbi Trust shall be bank or an affiliate of a bank, or such other entity that is in the business of acting as a trustee for such trusts.

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EX-10.3

EXHIBIT 10.3

ADVANTA
SENIOR MANAGEMENT CHANGE OF CONTROL SEVERANCE PLAN

AMENDED AND RESTATED AS OF APRIL 2, 2007

SECTION 1. PURPOSE

     The Company has adopted this amendment and restatement of the Plan in order to provide severance benefits, including medical cost subsidies and outplacement assistance, to certain senior management employees whose employment is terminated as a result of a Change of Control or a Subsidiary Change of Control. The Plan, as herein amended and restated, is applicable to terminations of employment in connection with a Change of Control occurring on and after the Restatement Effective Date. The Plan, as previously in effect, governs terminations of employment that occurred prior to the Restatement Effective Date.

SECTION 2. DEFINITIONS

     As hereinafter used:

     2.1 The “Benefits Committee” means a committee composed of the Company’s General Counsel and the Company’s Vice President of Human Resources, or such other person or persons as may be designated by the Board of Directors to serve as the Benefits Committee from time to time. Notwithstanding the foregoing, on and after the Closing Date with respect to a Change of Control, for a period of twelve months following such Closing Date, no change to the membership of the Benefits Committee shall be made except upon the resignation of a member of the Benefits Committee, in which event the remaining member(s) of the Benefits Committee shall appoint a new member who must have been an employee of the Company or a Subsidiary prior to the time a Change of Control occurs.

     2.2 The “Board of Directors” is the Board of Directors of the Company.

     2.3 A “Change of Control” shall be deemed to have occurred upon the earliest to occur of the following events: (i) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a plan or other arrangement pursuant to which the Company will be dissolved or liquidated, or (ii) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a definitive agreement to sell or otherwise dispose of all or substantially all of the assets of the Company, or (iii) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) and the stockholders of the other constituent corporation (or its board of directors if stockholder action is not required) have approved a definitive agreement to merge or consolidate the Company with or into such other corporation, other than, in either case, a merger or consolidation of the Company in which holders of shares of the Company’s Class A

Common Stock immediately prior to the merger or consolidation will have at least a majority of the voting power of the surviving corporation’s voting securities immediately after the merger or consolidation, which voting securities are to be held in the same proportion as such holders’ ownership of Class A Common Stock of the Company immediately before the merger or consolidation, or (iv) the date any entity, person or group, within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (other than (a) the Company or any of its subsidiaries or any employee benefit plan [or related trust] sponsored or maintained by the Company or any of its subsidiaries or (b) any person who, on the date the Plan is effective, shall have been the beneficial owner of or have voting control over shares of Common Stock of the Company possessing more than twenty-five percent (25%) of the aggregate voting power of the Company’s Common Stock) shall have become the beneficial owner of, or shall have obtained voting control over, more than twenty-five percent (25%) of the outstanding shares of the Company’s Class A Common Stock, or (c) the first day after the date this Plan is effective when directors are elected such that a majority of the Board of Directors shall have been members of the Board of Directors for less than two (2) years, unless the nomination for election of each new director who was not a director at the beginning of such two (2) year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period.

     2.4 “Closing Date” means the date on which a transaction that is treated as a Change of Control or a Subsidiary Change of Control is consummated.

     2.5 “Code” means the Internal Revenue Code of 1986, as amended.

     2.6 “Company” means Advanta Corp., and any successor to its business and/or assets which assumes and agrees or is otherwise obligated to provide benefits under the Plan by operation of law, or otherwise. Notwithstanding the foregoing, for purposes of Section 2.3 (“Change of Control”) or Section 2.14 (“Subsidiary Change of Control”), the term “Company” shall only refer to “Advanta Corp.”

     2.7 An “Employee” means a person

          (a) who has been selected by the Company’s Compensation Committee to participate in or is shown on the Company’s books and records as participating in the Company’s annual bonus program generally known as “AMIP” or who is notified in writing that the Office of the Chair has selected him or her to participate in this Plan; and

          (b) who is employed by the Company or a Subsidiary at the time of a Change of Control and as of the Closing Date or by a specific Subsidiary at the time it undergoes a Subsidiary Change of Control and as of the applicable Closing Date.

     The term “Employee” specifically excludes any person (a) who is receiving severance pay or (b) who signed an agreement pursuant to which his or her employment will terminate in the future on a date certain. In addition, the term Employee shall not

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include any other individual who is a leased employee or is otherwise not treated for tax or other purposes as an employee of the Company or a Subsidiary, notwithstanding that such individual may be subsequently be re-classified by a court, government agency, tribunal or arbitrator as a common law employee of the Company.

     2.8 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     2.9 “Full Years of Service” of an Employee for purposes of determining Severance Pay pursuant to Section 4.1(a) means the Employee’s full years of continuous employment up to and including the Employee’s Termination Date.

     2.10 “Pay” means the base salary of an eligible Employee at his or her stated weekly, monthly or annual rate as of the Employee’s Termination Date. “Pay” does not include overtime pay, bonuses of any kind, incentive pay or any other remuneration. A “Week of Pay” shall be calculated in accordance with the Company’s regular payroll practices and procedures applicable immediately preceding the applicable Closing Date.

     2.11 “Plan” means the Advanta Senior Management Change of Control Severance Plan, as set forth herein, as amended from time to time.

     2.12 The “Restatement Effective Date” of the Plan is April 2, 2007.

     2.13 “Service” of an Employee, to the extent taken into account for purposes of determining Severance Pay pursuant to Section 4.1(a), means Full Years of Service, plus additional periods of employment taken into account for purposes of these calculations. These calculations are made taking into account service performed from such Employee’s most recent date of hire through the date of such Employee’s Termination Date; provided, however, that prior periods of Service that would otherwise be disregarded, may, at the discretion of the Benefits Committee, be included as additional Service.

     2.14 “Severance Pay” is a payment made to an eligible Employee pursuant to Section 4.1 hereof. All Severance Pay due to an eligible Employee must be paid to the eligible Employee within two (2) years of the date that the first Severance Pay is paid to that Employee and shall not exceed two (2) years of Pay.

     2.15 “Subsidiary” means any entity other than the Company that is treated under Code Section 414(b) or (c) as a single employer along with the Company; provided, however, that any such entity shall not be considered to be a Subsidiary if the Board of Directors or the Benefits Committee provides that such entity shall be excluded from participation in the Plan. Notwithstanding the foregoing, any other entity that does not otherwise qualify as a Subsidiary may be designated as a Subsidiary for purposes of the Plan by the Board of Directors or the Benefits Committee.

     2.16 A “Subsidiary Change of Control” with respect to a Subsidiary shall be deemed to have occurred if the Company or one of its wholly-owned or majority-owned

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subsidiaries no longer holds any shares of such Subsidiary, or if all or substantially all of the assets of a such Subsidiary are sold to an entity that is not owned or controlled, in whole or in part, by the Company or one of its wholly-owned or majority-owned subsidiaries.

     2.17 “Termination Date” means the date upon which the Employee’s employment with the Company or Subsidiary ceases.

SECTION 3. ELIGIBILITY

     3.1 An Employee shall be eligible to receive Severance Pay if and only if all of the following conditions are met (and the Employee is not disqualified from eligibility pursuant to Section 3.2):

          (a) The Employee is an Employee of the Company or a Subsidiary after the Restatement Effective Date of the Plan; and

          (b) The Employee is employed by:

                         (i) Advanta Corp. at the time the Closing Date occurs;

                         (ii) A Subsidiary at the time the Closing Date occurs; provided that Advanta Corp. continues to hold at such time (directly or indirectly) more than fifty percent (50%) of the outstanding capital stock of the applicable entity; or

                         (iii) A Subsidiary at the time it undergoes a Subsidiary Change of Control and the time the applicable Closing Date occurs; and

          (c) The Employee is terminated from employment within twelve (12) months after the applicable Closing Date; unless such termination is: (1) because of the Employee’s death or Extended Leave of Absence (as defined below), (2) because of the Employee’s Willful Misconduct (as defined below), or (3) by the Employee other than for Good Reason (as defined below). In the event a person’s employment is terminated for any reason prior to the occurrence of a Closing Date (either with respect to a Change of Control or to a Subsidiary Change of Control, as may be applicable) he or she shall not be entitled to any benefits under the Plan by virtue of said Change of Control or Subsidiary Change of Control.

                         (i) Extended Leave of Absence. Except as otherwise required by law, if an Employee shall have been absent from the full-time performance of his or her duties by reason of such Employee’s leave of absence for any reason for six (6) consecutive months or more, the Employee may be terminated and shall not be entitled to any benefits under the Plan.

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                         (ii) Willful Misconduct. Termination of the Employee’s employment for Willful Misconduct shall mean termination:

               (a) Upon the willful and continued failure by the Employee to substantially perform his or her duties which the Employee fails to cure (other than any such failure resulting from incapacity due to physical or mental illness or an Extended Leave of Absence or the Employee’s termination of his or her employment for Good Reason (as defined in Subsection 3.1(c)(iii))), after ten (10) days from a written demand for substantial performance is delivered to the Employee by the Company or Subsidiary by which he or she is employed, which demand specifically identifies the manner in which the Company or Subsidiary believes that the Employee has not substantially performed his or her duties; or

               (b) The willful engaging by the Employee in conduct which is clearly and materially injurious to the Company and/or Subsidiary, monetarily or otherwise. For purposes of this subsection, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that his or her action or omission was in or not opposed to the best interest of the Company and/or Subsidiary.

               (c) Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Willful Misconduct unless and until there shall have been delivered to the Employee a copy of a written determination of the Benefits Committee issued pursuant to a meeting of the Benefits Committee (after reasonable notice to the Employee and an opportunity for the Employee, together with his or her counsel, to be heard before the Benefits Committee) finding that in the good faith opinion of the Benefits Committee the Employee was guilty of conduct set forth above in this Subsection 3.1(c)(ii) and specifying the particulars thereof in detail.

                         (iii) Good Reason. The Employee shall be entitled to terminate his or her employment for Good Reason and receive Severance Pay, if the Employee terminates his or her employment within twelve (12) months after the applicable Closing Date and provides written notice to the Benefits Committee no later than two weeks after the Employee’s Termination Date of the Employee’s election to resign and the circumstances constituting the Good Reason to terminate his or her employment. The Employee’s right to terminate his or her own employment pursuant to this Subsection shall not be affected by his or her incapacity due to physical or mental illness. The Employee’s continued employment for any period of time following any applicable Closing Date shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason. “Good Reason” shall mean, without the Employee’s express written consent, the occurrence after the Closing Date applicable to a Change of Control of the Company or to a Subsidiary Change of Control with respect to the Subsidiary by which he or she was employed, of any of the following circumstances:

               (a) The Employee is demoted to a lower position;

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               (b) The Employee is assigned any duties inconsistent with the status of the position that the Employee held immediately prior to the applicable Closing Date or an adverse alteration in the nature or status of the Employee’s responsibilities or authority or in the quality or amount of office accommodations or assistance provided to the Employee, from those in effect immediately prior to such applicable Closing Date, which, taken in the aggregate, shall constitute a constructive demotion;

               (c) A reduction in the Employee’s annual base salary as in effect on the date immediately prior to the applicable Closing Date, or as the same may be increased from time to time thereafter;

               (d) The Company’s or Subsidiary’s requirement that the Employee’s site of principal employment be more than 50 miles from the offices at which the Employee was principally employed immediately prior to the date of the applicable Closing Date, except for required travel on the Company’s or Subsidiary’s business to an extent substantially consistent with the Employee’s business travel obligations immediately prior to such Closing Date;

               (e) The failure by the Company or Subsidiary to pay to the Employee any portion of his or her compensation or compensation under any deferred compensation program of the Company or Subsidiary within fifteen (15) days of the date such compensation is due;

               (f) The failure by the Company or Subsidiary to continue in effect any compensation or benefit plan or perquisites in which the Employee participates immediately prior to the applicable Closing Date, which is material to his or her total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company or Subsidiary which experienced the Change of Control to continue the Employee’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Employee’s participation relative to other participants, than existed at the time of the applicable Closing Date;

               (g) The failure by the Company or Subsidiary to continue to provide the Employee with benefits substantially similar to those enjoyed by him or her under any of the Company’s or Subsidiary’s life insurance, medical, dental, accident or disability plans in which the Employee was participating at the time of the applicable Closing Date, the taking of any action by the Company or Subsidiary which would directly or indirectly materially reduce any of such benefits, or the failure by the Company or Subsidiary to provide the Employee with the number of paid vacation days or Paid Time Off days to which the Employee is entitled in accordance with the vacation or Paid Time Off policy applicable and in effect at the time of the applicable Closing Date;

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               (h) The failure of the Company or Subsidiary to obtain the unqualified agreement from any successor to assume or adopt this Plan; or

               (i) Any termination of the Employee’s employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection 3.1(c)(iv) hereof (and, if applicable, the requirements of Subsection 3.1(c)(ii) hereof);

                         (iv) Any purported termination of Employee’s employment by the Company or the Subsidiary or by the Employee shall be communicated by written Notice of Termination to the other party. “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in the Plan relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated. The Notice to the Company or the Subsidiary (if only the Subsidiary has experienced a Change of Control) shall be to the Benefits Committee. All such notices shall be sent (i) by certified or registered mail and shall be deemed received three (3) business days after the date of mailing; (ii) by Federal Express or similar overnight courier and shall be deemed received one (1) business day after delivery to Federal Express or similar overnight courier; or (iii) by personal service and shall be deemed received on the same day as service.

     3.2 An Employee may not receive Severance Pay if any of the following disqualifying events occur:

          (a) The Employee is receiving Severance Pay at the time the applicable Closing Date occurs;

          (b) The Employee has signed an agreement pursuant to which his or her employment will terminate in the future on a date certain;

          (c) The Employee is not employed by the Company or by the specific Subsidiary at the time of the Closing Date with respect to a Change of Control or a Subsidiary Change of Control, as the case may be, or if no Closing Date occurs with respect to either a Change of Control or a Subsidiary Change of Control with respect to the specific Subsidiary by which he or she is employed prior to the termination of his or her employment; or

          (d) The Employee is party to an agreement that expressly provides that such Employee is not entitled to severance or is not entitled to benefits under this Plan.

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SECTION 4. SEVERANCE BENEFIT AMOUNT

     4.1 Except as otherwise provided in this Section 4, Severance Pay to be provided to an eligible Employee shall be as follows:

          (a) Severance Pay based upon the Employee’s AMIP Level as reflected on the Company’s books and records as of the date there is a Change of Control or Subsidiary Change of Control shall be the greater of: (A) (i) Employees who are AMIP Level A will receive one hundred and four (104) Weeks of Pay; (ii) Employees who are AMIP Level B shall receive one hundred and four (104) Weeks of Pay; (iii) Employees who are AMIP Level C shall receive fifty-two (52) Weeks of Pay; (iv) Employees who are AMIP Level D shall receive thirty-nine (39) Weeks of Pay; and (v) Employees who do not participate in AMIP but who participate in the Plan by virtue of the having been designated as participating in the Plan and who have been notified in writing that the Office of the Chair has selected them to participate in the Plan, shall receive the amount designated by the Office of the Chair; or (B) (i) Four (4) Weeks of Pay multiplied by the Employee’s each Full Years of Service and one-twelfth (1/12) of four (4) Weeks of Pay for each full month of Service completed in an incomplete Year of Service, with a minimum of four (4) Weeks of Pay and a maximum of sixty (60) Weeks of Pay;

          (b) Outplacement assistance benefits determined according to Schedule “A”, attached hereto; and

          (c) Participation in the arrangement for COBRA Coverage (as described in Section 8.6, below).

     4.2 The Company, in its sole discretion, may increase the Severance Pay to an amount in excess of that specified in Section 4.1, subject to the limitations of Sections 2.14, 4.8 and Section 9. Any increase in Severance Pay must be expressly authorized in writing by the Office of the Chair.

     4.3 If an Employee applies for and receives unemployment compensation payments for any period of time during or for which Severance Pay is being paid, any Severance Pay remaining to be paid shall not be reduced by the amount of any such unemployment compensation payments.

     4.4 If an Employee due to sickness or injury receives worker’s compensation or long-term disability payments after the Employee’s Termination Date, the Employee shall not receive any Severance Pay until the cessation of said payments. Once said payments cease, the number of weeks of Severance Pay to which the Employee is entitled shall be reduced to reflect the number of weeks of any such worker’s compensation or long-term disability payments.

     4.5 Except as provided below with respect to participants in the Advanta Corp. Office of the Chairman Supplemental Compensation Program, the Severance Benefit provided for in the Plan is the maximum benefit that the Company or Subsidiary

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will pay for severance. To the extent that a federal, state or local law might require the Company or Subsidiary to make a payment to an Employee because of that Employee’s involuntary termination, the Severance Pay payable under the Plan shall be correspondingly reduced. To the extent that an Employee receives severance pay in connection with the cessation of his or her employment other than pursuant to this Plan (whether pursuant to a contract or other severance plan or policy), the Severance Pay payable under this Plan shall be correspondingly reduced. Any overpayments made under the Plan shall be promptly repaid after written request. Severance Pay hereunder shall not be offset by reason of payments received by an Employee due to his or her participation in the Employee Savings Plan, Executive Deferral Plan, Office of the Chairman Supplemental Compensation Program, any retention arrangement, bonus plan, or other plan, arrangement or agreement which is not a severance plan or which, by its terms, pays a benefit without regard to whether the Employee has terminated employment. The intent of this Section 4.5 is to coordinate the Severance Pay provided to an Employee hereunder with any severance benefits that may be provided to such Employee under any other plan or arrangement, and to ensure that such Employee is able to receive, in the aggregate, severance benefits equal to the benefit that is provided under whichever of such plans or arrangements is the most generous, but to avoid an Employee being able to receive in the aggregate, severance benefits in excess of the benefits that would be provided to such Employee under any one severance plan or arrangement. Notwithstanding the foregoing, however, the Severance Pay payable hereunder shall be in addition to those benefits payable to participants in the Advanta Corp. Office of the Chairman Supplemental Compensation Program.

     4.6 Employees who are receiving severance benefits under the Advanta Employees’ Severance Pay Plan are not eligible for benefits under the Plan. Employees who are eligible for benefits under both the Advanta Employee’s Severance Pay Plan and the Plan shall receive Severance Pay under the Plan. Employees who are eligible for benefits under both the Plan and under the Advanta Corp. Change of Control Severance Plan shall receive benefits under the Plan, and not under the Advanta Corp. Change of Control Severance Plan.

     4.7 Employees who have entered into a separate agreement with the Company pursuant to which, by the terms of the agreement, the Employee receives a benefit in lieu of a benefit under the Plan are not eligible to receive a benefit under the Plan.

     4.8 Excess Parachute Payments — Code Section 280G.

          (a) If, at the time the Change of Control or Subsidiary Change of Control occurs, Section 280G(b) of the Code is applicable to the Employee, notwithstanding any other provision of this Plan, if the aggregate present value of the “parachute payments” to the Employee, determined under Section 280G(b) is at least three times the “base amount” determined under such Section 280G, then the compensation otherwise payable under this Plan (and any other amount payable hereunder or any other severance plan, program, policy or obligation of the Company, Subsidiary or any other affiliate thereof) shall be reduced so that the aggregate present

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value of the parachute payments to the Employee determined under Section 280G, does not exceed 2.99 times the base amount. In no event, however, shall any benefit provided hereunder or pursuant to any another plan, program, policy or other obligation of the Company be reduced to the extent such benefit is not treated under Section 280G(b) of the Code as a “parachute payment” or as an “excess parachute payment.” The assumptions to be used in arriving at the determination of such reductions shall be made by the Company’s Tax Counsel (as hereinafter defined) in accordance with the principles of Section 280G of the Code. For these purposes, the term “Tax Counsel” means tax counsel designated as such for purposes of the Plan prior to the date on which the relevant change in “the ownership or effective control” of the Company or in “the ownership of a substantial portion of the assets” of the Company (as these terms are used for purposes of Code Section 280G) (and referred to in this Section 4.8 as a “280G Change of Control”). If no tax counsel has been expressly designated as Tax Counsel for purposes of the Plan, then Tax Counsel shall be the law firm which was principally responsible for providing tax advice to the Company immediately prior to the date on which occurred the relevant change in “the ownership or effective control” of the Company or in “the ownership of a substantial portion of the assets” of the Company. All fees and expense of the Tax Counsel will be borne by the Company.

          (b) Additional Payments for Certain Participants. The purpose of this Section 4.8(b) is to provide additional payments to either or both of Dennis Alter and William A. Rosoff (the “AMIP Level A Executives”) to make the AMIP Level A Executives whole after payment of any excise taxes due with respect to “excess parachute payments” following the occurrence of a 280G Change of Control. As a consequence, this Section 4.8(b) shall be applicable to the AMIP Level A Executives, and, notwithstanding anything to the contrary herein, Section 4.8(a) shall not be applicable to the AMIP Level A Executives. To the extent a similar gross up or make whole payment is provided to any AMIP Level A Executive under any other plan, arrangement or agreement, then the additional payments to be made under this Section 4.8(b) shall be reduced so that the effect of this Section 4.8(b) along with any other such plan, arrangement or agreement, is that the AMIP Level A Executive will be made whole with respect to the excise taxes payable with respect to “excess parachute payments” made under this or any other plan, arrangement or agreement.

               (i) If, at the time there is a 280G Change of Control, Section 280G(b) of the Code is applicable to payments made or benefits provided to an AMIP Level A Executive, and if such payments and/or benefits will be subject to the tax imposed by Code Section 4999 (the “Excise Tax”), the Company shall pay to or on behalf of such AMIP Level A Executive at the time specified in subsection (iii) below an additional amount (the “Gross Up Payment”) such that the net amount retained by the AMIP Level A Executive, after deduction for any Excise Tax on the payments and/or benefits and any federal, state, local income or payroll tax upon the Excise Tax Gross Up Payment, but before deduction for any federal, state and local income or payroll tax on the payments and/or benefits, shall be equal to the total payments and/or benefits the AMIP Level A Executive would have received prior to any Excise Tax.

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               (ii) Subject to any determinations made by the Internal Revenue Service (the “IRS”) all determinations as to whether an Excise Tax Gross Up Payment is required, the amount of Excise Tax Gross Up Payment and the assumptions to be used in arriving at the determination shall be made by the Company’s tax counsel, appointed prior to the occurrence of a 280G Change of Control (the “Tax Counsel”). All fees and expenses of the Tax Counsel will be borne by the Company. Subject to any determinations made by the IRS, the determination of the Tax Counsel with respect to the Excise Tax Gross Up Payment shall be binding on the Company and the AMIP Level A Executive.

               (iii) The Excise Tax Gross Up Payment shall be paid no later than the thirtieth (30th) day following an event occurring which subjects the AMIP Level A Executive to the Excise Tax; provided, however, that if the amount of the Excise Tax Gross Up Payment or portion thereof cannot be reasonable determined by Tax Counsel on or before such day, the Company shall pay to the AMIP Level A Executive the amount of the Excise Tax Gross Up Payment no later than ten (10) days following the determination of the Excise Tax Gross Up Payment by the Tax Counsel. Notwithstanding the foregoing, the Excise Tax Gross Up Payment shall be paid to or for the benefit of the AMIP Level A Executive no later than fifteen (15) business days prior to the date by which the AMIP Level A Executive is required to pay the Excise Tax or any portion of the Excise Tax Gross Up Payment to any federal, state or local taxing authority, without regard to extensions.

               (iv) In the event that the Excise Tax is subsequently determined by the Tax Counsel to be less than the amount taken into account hereunder at the time the Excise Tax Gross Up Payment is made, the AMIP Level A Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the prior Excise Tax Gross Up Payment attributable to such reduction (plus the portion of the Excise Tax Gross Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the portion of the Excise Tax Gross Up Payment being repaid by the AMIP Level A Executive if such repayment results in a reduction in Excise Tax or a federal, state and local income tax deduction), plus interest on the amount of such repayment at the rate provided in Code Section 1274(b)(2)(B). Notwithstanding the foregoing, in the event any portion of the Excise Tax Gross Up Payment to be refunded to the Company has been paid to any federal, state and local tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion has been made to the AMIP Level A Executive, and interest payable to the Company shall not exceed the interest received or credited to the AMIP Level A Executive by such tax authority for the period it held such portion. The AMIP Level A Executive and the Company shall cooperate in good faith in determining the course of action to be pursued (and the method of allocating the expense thereof) if the AMIP Level A Executive’s claim for refund or credit is denied.

               (v) In the event that the Excise Tax is later determined by the Tax Counsel or the IRS to exceed the amount taken into account hereunder at the time the Excise Tax Gross Up Payment is made (including by reason of any payment the

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existence or amount of which cannot be determined at the time of the Excise Tax Gross Up Payment), the Company shall make an additional Excise Tax Gross Up Payment to or for the benefit of the AMIP Level A Executive in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.

               (vi) In the event of any controversy with the IRS (or other taxing authority) with regard to the Excise Tax, the AMIP Level A Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the AMIP Level A Executive. In the event issues are interrelated, the AMIP Level A Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the AMIP Level A Executive shall permit the representative of the Company to accompany the AMIP Level A Executive, and the AMIP Level A Executive’s representative shall cooperate with the Company and its representative.

               (vii) The Company shall be responsible for all charges of the Tax Counsel.

               (viii) The Company and the AMIP Level A Executive shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax.

     4.9 The Company and each Subsidiary shall have the right to take such action as it deems necessary or appropriate to satisfy any requirements under federal, state or other laws to withhold or to make deductions from any benefits payable under the Plan. Provided, however, that this Section 4.9 shall not authorize the Company to reduce any benefit beyond what was calculated by Tax Counsel.

SECTION 5. DISTRIBUTION OF BENEFITS

     5.1 The Company and each Subsidiary will pay Severance Pay to each eligible Employee it employed directly out of the general assets of the Company or Subsidiary. Payments will be made in a single lump sum payment or in installments in accordance with normal payroll practices, as elected by the Employee. Such payments shall commence as soon as practicable following the Employee’s Termination Date and continue until the benefit due is paid.

     5.2 Severance Pay shall be paid to the estate of any eligible Employee who dies before the entire amount due hereunder is paid.

SECTION 6. PLAN ADMINISTRATION

     6.1 The Plan shall be administered by the Benefits Committee, which shall have complete authority to prescribe, amend and rescind rules and regulations relating to the Plan, consistent with the express provisions of the Plan.

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     6.2 The determinations by the Benefits Committee on the matters referred to such Committee shall be conclusive. The Benefits Committee shall have full discretionary authority, the maximum discretion allowed by law, to administer, interpret and apply the terms of this Plan, and determine any and all questions or disputes hereunder, including but not limited to eligibility for benefits and the amount of benefits due. Subsequent to the Closing Date with respect to a Change of Control, but not with respect to a Subsidiary Change of Control, the Benefits Committee shall not have full discretionary authority; its determinations shall be made strictly in accordance with the terms of the Plan and shall be subject to de novo review by a court of competent jurisdiction.

     6.3 In the event of a claim by any person including but not limited to any Employee, or such person’s authorized representative (the “Claimant”) as to whether he is entitled to any benefit under the Plan, the amount of any distribution or its method of payment, such Claimant shall present the reason for his or her claim in writing to the Benefits Committee. The claim must be filed within forty-five (45) days following the date upon which the Claimant first learns of his claim. All claims shall be in writing, signed and dated and shall briefly explain the basis for the claim. The claim shall be mailed to the Benefits Committee by certified mail at the following address: Advanta Corp., Welsh and McKean Roads, Spring House, PA 19477 or such other address as the Benefits Committee may designate from time to time. The Benefits Committee shall, within a reasonable period of time but not later than ninety (90) days after receipt of such written claim, decide the claim and send written notification to the Claimant as to its disposition; provided that the Benefits Committee may elect to extend said period for an additional ninety (90) days if special circumstances so warrant and the Claimant is so notified in writing prior to the expiration of the original ninety (90) day period. Such notice shall indicate the special circumstances requiring the extension of time and the dates by which the Plan expects to render the final decision. In no event shall a decision regarding a claim for benefits be rendered later than 180 days after the Plan receives the written claim. The Benefits Committee shall ensure that claim determinations are made in accordance with this Plan document and, where appropriate, that Plan provisions are applied consistently with respect to similarly situated Claimants. In the event the claim is wholly or partially denied, such written notification shall (a) state the specific reason or reasons for the denial; (b) make specific reference to pertinent Plan provisions on which the denial is based; (c) provide a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; (d) set forth the procedure by which the Claimant may appeal the denial of his or her claim; and (e) include a statement of the individual’s right to bring a civil action under Section 502(a) of ERISA following a whole or partial denial on appeal.

     In the event that a claim is wholly or partially denied, the Claimant may request a review of such denial by making application in writing to the Benefits Committee within sixty (60) days after receipt of such denial. Said application must be via certified mail. Upon written request to the Benefits Committee, the Claimant shall be provided, free of charge, reasonable access to, and copies of, all documents, records, and other information

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relevant to the claim for benefits. The Claimant shall also have an opportunity to submit to the Benefits Committee, in writing, any comments, documents, records, and other information relating to the claim for benefits. The Benefits Committee shall take into account all comments, documents, records, and other information relating to the claim submitted by the Claimant, without regard to whether such information was submitted or considered in the initial claim determination.

     Within a reasonable period of time, but not later than sixty (60) days after receipt of a written appeal, the Benefits Committee shall decide the appeal and notify the Claimant of the final decision; provided that the Benefits Committee may elect to extend said sixty (60) day period to up to one hundred twenty (120) days after receipt of the written appeal, if special circumstances so warrant and the Claimant is so notified in writing prior to the expiration of the original sixty (60) day period. Such notice shall indicate the special circumstances requiring the extension of time and the date by which the Plan expects to render the final decision.

     If the appeal is denied, the Claimant shall receive written notice of the denial, written in a manner reasonably calculated to be understood by the Claimant, which (a) states the specific reason or reasons for the denial; (b) makes specific reference to pertinent Plan provisions on which the denial is based; (c) informs the individual of his or her right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits; and (d) includes a statement of the individual’s right to bring a civil action under Section 502(a) of ERISA.

SECTION 7. PLAN MODIFICATION OR TERMINATION

     7.1 The Plan may be modified, amended or terminated at any time by the Compensation Committee of the Board of Directors, the Board of Directors, or the designee of either, with or without notice. Any such modification, amendment or termination shall be effective at such date as the Compensation Committee, the Board of Directors or the designee of either may determine. If a Closing Date with respect to a Change of Control occurs, the Plan may not be modified, amended or terminated until twelve (12) months after the Closing Date of the Change of Control.

     7.2 All claims for benefits hereunder, even if raised after amendment, modification or termination of the Plan, shall be determined pursuant to Section 6.3, and when acting pursuant thereto, the Benefits Committee shall retain the authority provided in Section 6. Notwithstanding any amendment, modification or termination of the Plan, all Employees who are eligible before the date of amendment, modification or termination to receive Severance Pay pursuant to this Plan shall remain entitled to receive said benefit under the terms and conditions of this Plan without regard to amendment, modification or termination.

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SECTION 8. GENERAL PROVISIONS

     8.1 Nothing herein contained shall be deemed to give any Employee the right to be retained in the employ of the Company and/or any Subsidiary or to interfere with the right of the Company and/or Subsidiary to discharge him or her at any time, with or without cause.

     8.2 Except as otherwise provided by law, or under the terms of the Plan, no right or interest of any Employee under the Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any other manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Employee under the Plan shall be liable for, or subject to, any obligation or liability of such Employee, except to the extent specifically provided for herein.

     8.3 The Plan is unfunded.

     8.4 The Plan shall be governed by and construed in accordance with ERISA, and to the extent not preempted, the laws of the Commonwealth of Pennsylvania.

     8.5 The Plan is intended to constitute a “welfare plan” under ERISA, and any ambiguities in the Plan shall be construed to effect that intent.

     8.6 COBRA Premiums. Each Employee benefiting under the Plan shall be charged a premium for his or her continuation of health care coverage, if elected, pursuant to Code Section 4980B (“COBRA Coverage”) that does not exceed the amount that was contributed by such Employee for his or her health care coverage immediately prior to his or her Termination Date, or immediately prior to the Closing Date, whichever is less. The balance of the cost of such health care coverage shall be paid by the Company or Subsidiary by which the Employee was employed (the “COBRA Subsidy”). The COBRA Subsidy shall continue for the entire period for which the Employee is entitled to receive Severance Pay hereunder, but not beyond the period such COBRA coverage stays in effect. The COBRA Subsidy’s duration is as follows: (i) Employees who are AMIP Level A will receive a COBRA Subsidy for eighteen (18) months; (ii) Employees who are AMIP Level B shall receive a COBRA Subsidy for eighteen (18) months; (iii) Employees who are AMIP Level C shall receive a COBRA Subsidy for fifty-two (52) weeks; (iv) Employees who are AMIP Level D shall receive a COBRA Subsidy for thirty-nine (39) weeks; and (v) Employees who do not participate in AMIP shall receive a COBRA Subsidy for such period of time designated by the Office of the Chair as the time period with respect to which such Employees’ Severance Pay is determined.

SECTION 9. SPECIAL PROVISIONS RELATED TO CODE SECTION 409A

     9.1 With respect to each Employee whose Severance Pay hereunder does not exceed two times the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the calendar year preceding the year in which such Employee’s employment terminates, the Plan is intended to provide benefits

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that will be characterized as separation pay benefits that do not constitute a deferral of compensation or a deferred compensation plan for purposes of Code Section 409A. For these purpose, references to Code Section 409A are deemed to be references to such section of the Code, and any regulations (including proposed regulations) or other guidance that may be issued by the IRS and/or the Treasury Department from time to time interpreting applicable provisions of Code Section 409A. Benefits for any such Employee are, therefore, payable hereunder, either by reason of an actual involuntary termination of an Employee, or by reason of an Employee’s having Good Reason to terminate his employment and receive benefits hereunder. An Employee’s entitlement to voluntarily terminate his or her employment for Good Reason and receive benefits hereunder is intended to constitute a “window program” as that term is used for purposes of Code Section 409A.

     9.2 To the extent the benefits payable hereunder cannot be paid in a manner that would cause such benefits to be exempt being treated as nonqualified deferred compensation for purposes of Code Section 409A, the Plan is intended to provided for nonqualified deferred compensation that will be payable in a manner and at a time that complies in all respects with the distribution requirements of Code Section 409A, so that no such Employee shall be taxable except on actual receipt of benefits hereunder, and no amount shall be included in such Employee’s income by reason of the application of Code Section 409A(a) (Severance Pay hereunder, therefore, being includible in the Employee’s income pursuant to provisions of the Code other than Code Section 409A). As a consequence, the following rules shall be generally applicable to the extent and in the manner determined by Tax Counsel in order that Severance Pay benefits payable to Employees subject to this Section 9.2 not be treated as violating the applicable rules of Code Section 409A:

          (a) Each such Employee shall be eligible to elect to receive his or her Severance Pay hereunder either as a lump sum, or as a series of payments in accordance with the Company’s normal payroll practice over the period of time corresponding to the number of Weeks of Pay that comprise such Employee’s Severance Pay; provided, however, that any such election must be made on or before December 31, 2007, consistent with the provisions of applicable transitional guidance published by the IRS or Treasury, or by such later date as may be permitted under such guidance or as provided in applicable proposed, temporary or final Treasury Regulations related to Code Section 409A. In the event an Employee does not make any such election as to payment within the permitted time period for such elections to be made without causing a violation of Code Section 409A, such Employee shall be deemed to have elected to receive his or her Severance Pay hereunder in the form of a lump sum payment.

          (b) To the extent that the payment of Severance Pay to any Employee subject to this Section 9.3 would be paid, or would commence to be paid, at a time that would violate the prohibition, set forth in Code Section 409A(a)(2)(B)(i), on payments of deferred compensation upon a termination of employment of a “key employee” of a publicly traded company within six months following such employee’s termination of employment, such payment or the commencement of such payments shall be delayed

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until the earliest date payment of deferred compensation may be paid to such an Employee without violating Code Section 409A(a)(2)(B)(i), and shall then be paid with interest (calculated at the Prime Rate as published in the Wall Street Journal for such period of delay) from the date such payment would have been made had this Section 9.3 not been contained in the Plan, through the date of actual payment.

          (c) In anticipation of a Change of Control, the Company may transfer to a Rabbi Trust (as hereinafter defined) funds that the Company determines to be sufficient to pay the amounts that are to be paid to the Employee’s whose benefits are subject to this Section 9.3 plus any fees that are anticipated as required to be paid in connection with the establishment and continuation of the Trust (including, for example, trustee’s fees). Any such Rabbi Trust shall be revocable; provided, however, that upon the consummation of a transaction that constitutes a Change of Control for purposes of the Plan, such Rabbi Trust shall become irrevocable. For these purposes, the term “Rabbi Trust” shall mean a grantor trust established to hold funds intended to be available to pay benefits to be provided to Employees subject to this Section 9.3; provided, however, that such trust shall be established and maintained in a manner that is consistent with the treatment of its assets as assets of the Company for federal income tax purposes, which asset shall be subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. The Rabbi Trust established hereunder shall be in a form that is substantially consistent with the form of trust set forth in Revenue Procedure 92-64 (or any successor to such Revenue Procedure) as a model grantor trust for use with plans providing for nonqualified deferred compensation. The trustee of the Rabbi Trust shall be bank or an affiliate of a bank, or such other entity that is in the business of acting as a trustee for such trusts.

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