**Exhibit 10.2****ADVANTA MANAGEMENT INCENTIVE PROGRAM VI**     1. Purpose. The Advanta Management Incentive Program VI (“AMIP VI”) is beingestablished by Advanta Corp., a Delaware corporation for the benefit of those of its employees whoare designated as eligible to participate in AMIP VI, and for the benefit of those employees ofcertain Eligible Affiliates (as hereinafter defined) of Advanta Corp. who are designated aseligible to participate in AMIP VI (such employees of Advanta Corp. or of its Eligible Affiliatesbeing referred to herein as “Eligible Employees”). AMIP VI is intended to operate in conjunctionwith the Advanta Corp. Senior Management Incentive Plan (“SMIP”) or any other bonus program, planor arrangement to provide Eligible Employees with incentive to devote themselves to the success ofAdvanta Corp. and its affiliates through compensation arrangements that provide opportunities forEligible Employees to receive bonus compensation and to acquire, in connection with such bonuscompensation, shares of Advanta Corp. Class B Common Stock, par value $0.01 per share (the “CommonStock”). Through this program, those Eligible Employees who elect to participate in AMIP VI(“Participants”) may benefit from the successful performance of Advanta Corp. and its affiliatesthrough the payment of discretionary bonuses, and from increases in the value of the Common Stockon a cumulative basis. The term “Eligible Affiliate” as used herein means any entity other thanAdvanta Corp. whose employees are eligible to receive grants under Advanta Corp.’s 2000 OmnibusStock Incentive Plan (the “Omnibus Plan”). The term “Company” as used herein refers collectivelyto Advanta Corp. and its Eligible Affiliates. Capitalized terms that are not otherwise definedherein shall have the meanings ascribed to them in the Omnibus Plan.          2. Program to Operate in Conjunction with Omnibus Plan. The grants of Common Stockmade under AMIP VI are to be granted under the Omnibus Plan. Any such grants of Common Stock shallbe made pursuant to the provisions set forth herein and in any applicable Grant Document. Noshares of Common Stock may be granted pursuant to the terms of AMIP VI except to the extent suchgrant is permissible and within the applicable limitations of the Omnibus Plan.          3. Annual and Other Bonus Programs.          (a) Discretionary Bonus Programs. AMIP VI, SMIP and any other bonus program,plan or arrangement that may be established by Advanta Corp. from time to time, are intended toconstitute discretionary bonus arrangements for the purpose of motivating individual performance ofEligible Employees. For purposes of AMIP VI, SMIP or any other bonus programs that may beestablished from time to time, the Company may set a “target” bonus for each Eligible Employee (the“Target Bonus”) for a performance period (which can be the calendar year or such other period thatthe Committee (as defined herein) deems appropriate, any such period being referred to herein as a“Performance Period”).          (b) Election to Participate in AMIP VI. Subject to all of the terms and conditions ofthis AMIP VI and any applicable Grant Document, an Eligible Employee may become a Participant byelecting to receive all or a portion of his or her Target Bonus (if any is
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awarded under SMIP or other applicable bonus program designated by the Committee) in shares ofCommon Stock in lieu of cash.          (c) Bonus Awards. The Committee shall make all determinations as to whether aParticipant should receive all or only a portion (or none) of his or her Target Bonus, and may alsodetermine at its discretion to pay a bonus that is in excess of a Participant’s Target Bonus basedon the bonus criteria established by the Committee and any other facts and circumstances theCommittee determines to be relevant for these purposes. A Participant may receive from 0% up to amaximum of 200% of his or her Target Bonus based on the Committee’s determination of the extent towhich the Company and the Participant have met the performance goals established by the Committeefor the applicable Performance Period.     4. Administration.          (a) Establishment of Committee to Administer the Program. AMIP VI shall beadministered by one or more committees charged with responsibility for the administration of theOmnibus Plan (referred to as the “Committee”). For these purposes, the term “Committee” shall havethe same meaning as that term is given in the Omnibus Plan. References herein to the Committeeshall be deemed to be references to the Board of Directors in circumstances where the Board ofDirectors is acting as the Committee, as required by the context.          (b) Committee Meetings and Actions. The Committee shall hold meetings at such timesand places as it may determine. Acts approved at a meeting by a majority of the members of theCommittee and acts approved in writing by the unanimous consent of the members of the Committee orby such other means as the Committee determines to be valid shall be valid acts of the Committee.The interpretation and construction by the Committee of any provision of AMIP VI or of any grantawarded in connection with AMIP VI shall be final, binding and conclusive.          (c) Administrative Procedures and Rules. The Committee shall have the authority toestablish any procedures, rules and regulations it deems necessary or appropriate for theadministration and interpretation of AMIP VI, which may include rules and procedures to enable theCompany to: discharge any obligations it may have with respect to federal, state or local taxwithholding; comply with applicable laws, including federal securities laws and the Sarbanes-OxleyAct of 2002; and cause, to the extent possible, any transactions by Participants pursuant to theterms of AMIP VI to be exempt from potential liability under the short-swing profit rules ofSection 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), pursuant to Rule 16b-3, orotherwise. The Committee may also delegate its responsibilities with respect to AMIP VI as theCommittee determines to be necessary or appropriate, at its discretion.     5. Eligibility to Participate. Each of the Company’s Section 16 Officers shall beeligible to participate in AMIP VI. In addition, those employees of the Company who are designatedas Eligible Employees by a member of the Office of the Chairman shall be eligible to participate inAMIP VI. The Committee may, from time to time establish guidelines to be used
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for purposes of determining which employees should be designated as Eligible Employees forpurposes of AMIP VI.     6. Grants of Restricted Stock Awards.          (a) Discretionary Grants of Restricted Stock Awards to Participants. EligibleEmployees who elect to participate in AMIP VI will receive a grant of nonvested, restricted Shares(a “Restricted Stock Award”). Under the Omnibus Plan, the Committee has the authority to makegrants of Restricted Stock to Eligible Employees on such terms and conditions as the Committee, atits discretion, deems appropriate in order to take into account any facts and circumstances thatinfluence the effectiveness of AMIP VI and any other programs or compensation plans or arrangementsof the Company, as a means by which the Company may provide appropriate performance incentives forEligible Employees. Such facts and circumstances shall include, but are not limited to, any factsand circumstances related to levels of compensation and bonuses paid by other similarly situatedemployers and the needs of the Company to encourage the retention of valued employees and to rewardhigh levels of performance by such employees. Nothing contained in this Section 6(a) shall,however, constitute authorization to grant more Shares under AMIP VI than are authorized in theaggregate for grants under the Omnibus Plan.          (b) Documents. Restricted Stock Awards shall be granted under the provisions of theOmnibus Plan and shall be evidenced by stock certificates and, if applicable, Grant Documents insuch form as the Committee shall approve from time to time. The Committee shall have the right toamend the Grant Documents issued to a Participant from time to time at its discretion; provided,however, that any such amendment shall, to the extent materially adverse to the Participant, beeffective only with the Participant’s consent. Notwithstanding the foregoing, the Committee shallhave the absolute right to amend any Grant Documents in order to conform the terms thereof to theoriginal intent of the Committee, and to correct any inadvertent operational errors or errors incalculation and documentation that may arise in the implementation of AMIP VI or any grants madehereunder.     7. Terms and Conditions of Restricted Stock Awards Under AMIP VI. Restricted StockAwards shall be granted pursuant to the Omnibus Plan and shall be subject to such terms andconditions as are established by the Committee with respect to each such Restricted Stock Award(which may be set out in a Grant Document). Except to the extent the Committee determines toestablish other terms and conditions for one or more Restricted Stock Awards, the terms andconditions applicable to each Restricted Stock Award, and the basis on which Restricted StockAwards are made hereunder, shall be as set forth in this Section 7.          (a) Elections by Participants. Each Eligible Employee shall be permitted to elect(which election shall be irrevocable) to receive Common Stock pursuant to AMIP VI and to designatea percentage (0%, 25%, 50%, 75% or 100%) of such employee’s Target Bonus for each PerformancePeriod to be received in the form of Common Stock. If an election (other than 0%) is made, theParticipant shall be granted a Restricted Stock Award in lieu of all or a portion
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of the Participant’s Target Bonuses potentially payable with respect to the PerformancePeriods that make up the Election Period. Any election by a Participant under this Section 7(a)shall be made by completing the election form or forms that may be established for this purpose bythe Committee and filing such form(s) at the time and in the manner required by the Committee, allas determined by the Committee at its discretion.               (i) A Participant making an election to receive Common Stock for more than one PerformancePeriod during the Election Period may establish a separate percentage with respect to eachPerformance Period.               (ii) Except as otherwise provided herein, for purposes of AMIP VI the “Election Period” meansa period of four Performance Periods, consisting of the 2006, 2007, 2008 and 2009 calendar years,with respect to which Restricted Stock Awards may be made as a means of paying all or a portion ofthe Target Bonuses that may be payable for those Performance Periods.          (b) Determination of Shares Subject to Restricted Stock Award. In the event aParticipant elects a percentage (other than 0%) under Section 7(a), such Participant shall begranted a Restricted Stock Award for a number of Shares that is determined by applying suchelection percentage to the Target Bonus to which it applies and then dividing that amount by theamount that the Committee determines to be representative of the value of a share of Common Stockat the time such Restricted Stock Award is made (the “Set Aside Price”). For purposes of AMIP VI,the Set Aside Price shall be the closing price of the Common Stock on the date of grant, unless theCommittee determines another value to be applicable to any Restricted Stock Award. For purposes ofAMIP VI, the closing price of the Common Stock means the last reported trade price, as reported byNasdaq. This calculation is performed for each Performance Period in the Election Period and thenaggregated to determine the Participant’s total Restricted Stock Award. For example,               (i) Assume that a Participant has a Target Bonus established at the beginning of that ElectionPeriod that is 20% of his or her base compensation (which is $90,000) so that the Participant’sTarget Bonus is $18,000;               (ii) Assume further that this Participant has elected 50% as the election percentage withrespect to the first two Performance Periods and 75% with respect to the last two PerformancePeriods; and               (iii) Assume finally that the Set Aside Price is $30.Applying the election percentage to each of the Target Bonuses covered by the Election Period, theaggregate amount calculated would be $45,000 (50% of $18,000, or $9,000, for each of the first twoTarget Bonuses, and 75% of $18,000, or $13,500, for each of the last two Target Bonuses). TheRestricted Stock Award to this Participant for the Election Period will be 1,500 Shares ($45,000divided by $30).
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          (c) Establish Requirements or Limits. The Committee may establish minimum or maximumelection percentages for all Participants or any subgroup of Participants for each of thePerformance Periods within the Election Period.          (d) Pro Rata Participation for New Participants During the Election Period. In theevent an employee becomes an Eligible Employee for any reason (including promotion or being newlyhired) subsequent to the time Restricted Stock Awards are initially made under AMIP VI:               (i) If the Committee has not prescribed an election percentage for the Eligible Employee, heor she will be permitted to elect (which election shall be irrevocable) to become a Participant bycompleting the election form or forms that may be established for this purpose by the Committee andfiling the form(s) at the time and in the manner required by the Committee, all as determined bythe Committee at its discretion.               (ii) If the Eligible Employee elects to become a Participant under this Section 7(d) byelecting to receive more than 0% of his or her Target Bonuses for one or more subsequentPerformance Periods in Common Stock, such Participant shall be granted a Restricted Stock Award fora number of Shares that is determined by applying the election percentages to each of theParticipant’s applicable Target Bonuses for the remainder of the Election Period (which will,unless otherwise determined by the Committee at its discretion, be a pro-rata portion of aparticular Target Bonus if a particular Performance Period is only a portion of the PerformancePeriod that would otherwise apply), and then dividing that amount by the Set Aside Price, asdetermined in accordance with Section 7(b), at the time such Restricted Stock Award is made. Forexample, assume a Participant has a Target Bonus that is equal to $40,000 and that this Participantfirst becomes eligible to participate in AMIP VI at the beginning of 2007 (and can, therefore, onlypotentially receive Target Bonuses for 2007, 2008 and 2009). Assume further that this Participanthas elected 50% as the election percentage for each of the 2007, 2008 and 2009 Performance Periodsand that the Set Aside Price is $40. The Restricted Stock Award to this Participant would be for1,500 Shares (50% of $40,000, or $20,000, for each of the three remaining Performance Periods for atotal of $60,000, divided by $40).          (e) Modification for Increases in Target Bonus Percentage. Except as may otherwise bedetermined by the Committee, if a Participant has an increase in his or her Target Bonus percentage(whether as a consequence of receiving a promotion or of other action by the Committee), suchParticipant’s previous election to receive a percentage of the Target Bonuses for the applicablePerformance Periods in Common Stock shall be applied to the difference between (x) his or her oldTarget Bonus and (y) the increased Target Bonus after applying the increased Target Bonuspercentage for the remaining portion of any current Performance Period (if the Target Bonuspercentage is increased during a Performance Period) and for any subsequent Performance Periods.Except as may otherwise be determined by the Committee, for purposes of this Section 7(e) thenumber of additional Shares to be granted to the Participant as an additional Restricted StockAward is to be calculated based on the closing price of the
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Common Stock on the date of the new grant, or as otherwise determined by the Committee underSection 7(b) hereof.          (f) Committee Adjustments to Restricted Stock Awards. Notwithstanding anythingcontained herein to the contrary and in addition to any discretionary authority of the Committeeunder any other provision of AMIP VI, the Omnibus Plan or any applicable Grant Document, theCommittee shall have the authority to make adjustments to any of the determinations used incalculating the number of Shares that are subject to Restricted Stock Awards hereunder. TheCommittee shall have authority to determine the adjustments to be made under this Section 7(f), andany such determination by the Committee shall be final, binding and conclusive.     8. Vesting**.**          (a) Vesting Date — General. Except to the extent alternative vesting provisions areestablished by the Committee, either by incorporation in the terms of a Grant Document or by otheraction taken by the Committee, each Restricted Stock Award granted under the Omnibus Plan pursuantto the provisions set forth herein shall become fully vested on the tenth anniversary of the dateof grant of such Restricted Stock Award, provided that on such date the Participant is, and hascontinuously been, during the period from the date of grant until the tenth anniversary thereof, anemployee of the Company. Notwithstanding the foregoing, consistent with the terms and conditionsof AMIP VI and the Omnibus Plan, the Committee may determine, at its discretion, to accelerate thevesting of all or a portion of the Shares upon the occurrence of certain events or conditions,including without limitation as provided below in Sections 8(b), 8(c), 8(d), 8(e) and 8(f).          (b) Accelerated Vesting as Payment of Target Bonus. In the event the Committee, inaccordance with the provisions of Section 3(c) hereof, determines that a Participant should receivea bonus (either below, at or in excess of the Participant’s Target Bonus), the Committee mayprovide for accelerated vesting of all or any portion of a Restricted Stock Award in lieu ofpayment of the applicable portion of the Participant’s Target Bonus that would, but for thearrangements established hereunder, have been paid to a Participant as a cash bonus for theapplicable Performance Periods occurring during the Election Period. If the Committee acceleratesthe vesting of less than all of the Shares related to a Performance Period, the Committee may atany time, at its discretion, accelerate the vesting of the remaining nonvested Shares prior to thedate on which they otherwise would vest under Section 8(a) hereof.               (i) For example, assume a Participant has a Target Bonus that is equal to $36,000 and haselected 50% as the election percentage to determine the portion of his or her Restricted StockAward for the second of four Performance Periods that make up the Election Period. Assume alsothat the Set Aside Price was $30. The Restricted Stock Award to this Participant corresponding tothe second Performance Period would be 600 Shares (50% of $36,000, or $18,000, divided by $30).Since this portion of the Participant’s Restricted Stock Award represents a conversion of 50% ofhis $36,000 Target Bonus from a cash benefit to a
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stock benefit, the Committee may determine to vest at the time cash bonus payments are to bedistributed with respect to the second Performance Period all or a portion of the 600 Shares. Theextent to which those Shares are vested would be determined at the discretion of the Committeewhich could, for example, vest all 600 Shares if the Committee determines that the Participant isentitled to receive 100% or more of his Target Bonus for that Performance Period, but could, in thealternative, vest only 400 of those Shares if the Committee were to determine that the Participantshould be paid only 2/3 of his or her Target Bonus for that Performance Period. In this situation(i.e., where a portion of the Shares granted with respect to a particular Performance Period remainnonvested after the bonuses for that Performance Period are paid), the Committee may, at itsdiscretion, choose to accelerate these otherwise nonvested Shares prior to the date on which theywould otherwise become vested (i.e., prior to the tenth anniversary of the date of grant), asprovided in Section 8(b) above, including without limitation in connection with the Committee’sdetermination to pay all or a portion of a later bonus award.               (ii) Using the example set out above, the benefit of participation in the Common Stock grantaspect of AMIP VI is illustrated if it is assumed that, at the time the Target Bonuses for thesecond Performance Period are paid, the value of a share of Common Stock has increased to $40 (fromthe $30 Set Aside Price). If the Participant is determined to have earned 100% of his or herTarget Bonus for that Performance Period, the cash bonus would have been a payment of $36,000. Ifthe 600 Shares of Common Stock corresponding to the Participant’s 50% stock election for thisTarget Bonus are fully vested by the Committee, the Participant’s benefit would consist of a 50%cash payment of $18,000, plus an economic benefit from fully vesting in the 600 Shares that isvalued at $24,000 (600 Shares x $40), effectively increasing the Participant’s bonus from $36,000to $42,000 as a result of the increased value of the Common Stock.          (c) Requirement of Continued Employment. Except as otherwise provided herein, aParticipant generally shall not become vested in and shall forfeit and have no further rights inhis or her Restricted Stock Award if, as of the date the bonus for the applicable PerformancePeriod would have become payable, the Participant has ceased to be employed by the Company even ifthe Participant was employed by the Company through the last day of the Performance Period.Similarly, the Participant generally shall not be entitled to receive the cash portion of his orher bonus (whether under SMIP or any other bonus program), if any, if he or she has ceased to beemployed by the Company as of the date the bonus for the applicable Performance Period would havebecome payable even if the Participant was employed by the Company through the last day of thePerformance Period. Notwithstanding the foregoing, the Committee may, at its discretion, afterconsidering any relevant facts and circumstances regarding the Company, the Participant’sperformance and anything else deemed relevant by the Committee, accelerate the vesting of all or aportion of the Participant’s Restricted Stock Award with respect to a Participant who has ceased tobe employed by the Company.          (d) Acceleration of Vesting on Retirement. In the event a Participant terminatesemployment with the Company by reason of his or her retirement, the Committee may, afterconsidering any relevant facts or circumstances regarding the Company, the
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performance of the Participant and anything else deemed relevant by the Committee, acceleratethe vesting of a portion of such Participant’s Restricted Stock Award so as to approximate thebenefit such Participant would have received had he or she continued to be employed through the endof all or a portion of the Performance Period, then pro-rated for the portion of the PerformancePeriod through the Participant’s termination of employment; provided, however, that the Committee,at its discretion, may, after considering any relevant facts or circumstances regarding theCompany, the performance of the Participant and anything else deemed relevant by the Committee,accelerate the vesting of more or less than such pro-rated portion of the Restricted Stock Award.For these purposes, the Committee may determine, at its discretion, whether a Participant’stermination of employment is to be treated as a “retirement” or otherwise.          (e) Acceleration of Vesting on Death or Disability. In the event a Participantterminates employment with the Company by reason of his or her death or disability, the Committeemay accelerate the vesting of a portion of such Participant’s Restricted Stock Award so as toapproximate the benefit such Participant would have received had he or she continued to be employedthrough the end of all or a portion of the Performance Period, then pro-rated for the portion ofthe Performance Period through the Participant’s termination of employment; provided, however, thatthe Committee, at its discretion, may, after considering any relevant facts or circumstancesregarding the Company, the performance of the Participant and anything else deemed relevant by theCommittee, accelerate the vesting of more or less than such pro-rated portion of the RestrictedStock Award. For these purposes, the Committee may determine, at its discretion, whether aParticipant’s termination of employment is by reason of his or her disability.          (f) Occurrence of a Change of Control. If there is a Change of Control (as defined inthis Section 8(f)), a Participant’s Restricted Stock Award granted pursuant hereto shall, to theextent not otherwise previously vested, be forfeited, and the Participant shall have no furtherrights with respect to any such Restricted Stock Award, unless the Committee otherwise determines,at its discretion, to accelerate the vesting of all or a portion of a Participant’s RestrictedStock Award upon the occurrence of, or otherwise in connection with, a Change of Control. Forthese purposes, the term “Change of Control” shall have the meaning set forth in the Omnibus Plan;provided, however, that, in the event a transaction constitutes a Change of Control for thesepurposes, the forfeiture of the nonvested portion of a Participant’s Restricted Stock Award or suchother action as the Committee determines shall occur by reason of the Change of Control shall onlyoccur as of the date the transaction that constitutes or gives rise to a Change of Control isconsummated.     9. Forfeiture of Shares and Bonuses. All Shares subject to a Participant’s RestrictedStock Award which have not vested shall be forfeited without the receipt of any payment by theParticipant upon the last day of the Participant’s employment or service with the Company or upon aChange of Control, except to the extent the Committee otherwise determines to establish a vestingdate for all or a portion of the nonvested Shares subject to the Restricted Stock Award, includingwithout limitation as set forth in Section 8 hereof.
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     10. Transfer of Shares. No Shares that are subject to a Restricted Stock Awardgranted hereunder may be transferred, pledged, or encumbered until such time as such Shares becomevested.     11. Amendment and Termination of AMIP VI. The Committee may amend AMIP VI from timeto time in such manner as it deems advisable or appropriate, and may terminate AMIP VI at any time;provided, however, that no amendment to AMIP VI shall, nor shall the termination of AMIP VI,materially adversely affect any previously granted Restricted Stock Award without the consent ofthe affected Participant except to the extent expressly permitted under Section 6(b) hereof.     12. No Continued Employment. The grant of a Restricted Stock Award pursuant heretoshall not be construed to imply or to constitute evidence of any agreement, express or implied, onthe part of the Company to retain the Participant in the employ or service of the Company, and eachParticipant shall remain subject to discharge to the same extent as if AMIP VI had not beenadopted.     13. Taxes.          (a) Withholding of Taxes. Whenever Shares subject to a Restricted Stock Award vestor, if sooner, whenever a Participant must include the Shares in income for federal, state or localincome and/or other tax purposes, the Company shall have the right to (a) require the Participantto remit or otherwise make available to the Company an amount sufficient to satisfy all of theCompany’s applicable federal, state and/or local withholding tax requirements prior to the deliveryor transfer of any certificate or certificates for such Shares, (b) withhold a portion of anyShares which are deliverable pursuant to AMIP VI or any other bonus program, plan or arrangementthat have a then fair market value sufficient to satisfy all of the Company’s applicable federal,state and/or local withholding tax requirements or (c) take whatever action it deems necessary toprotect the Company’s interests with respect to its applicable federal, state and/or localwithholding tax requirements or obligations. Advanta Corp.’s obligation to make any delivery ortransfer of vested Shares shall be conditioned on the Participant’s compliance with all applicablewithholding requirements to the Company’s satisfaction. In addition to the foregoing, theCommittee may impose such requirements as it deems necessary or appropriate in order to arrange forthe Company’s withholding obligations to be handled properly, which may include imposing aforfeiture of all or any portion of a Participant’s Restricted Stock Award and/or any cash bonuspayable hereunder or under any other bonus program, plan or arrangement if such Participant doesnot comply with such requirements or deadlines the Committee may establish from time to time.          (b) Section 83(b) Elections. In the event any Participant makes an election underSection 83(b) of the Code to take into income the value of a Restricted Stock Award grantedhereunder without regard to the existence of a substantial risk of forfeiture with respect to suchRestricted Stock Award, but fails to make adequate arrangements for payment of the tax
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withholding liabilities applicable by reason of such election, such Participant’s RestrictedStock Award shall be immediately forfeited in its entirety.     14. Dividend and Other Rights. Except to the extent otherwise determined by theCommittee or as expressly provided herein, each Participant shall be entitled to receive dividendspaid, if any, with respect to the Shares that are subject to any Restricted Stock Award granted tosuch Participant, and shall be entitled to all other rights, if any, of a holder of such Sharesuntil such Shares are forfeited pursuant to the terms of AMIP VI or the applicable Grant Document.     15. Stock Certificates. The stock certificate(s) evidencing a Restricted Stock Awardshall be registered in the name of the Participant to whom such Restricted Stock Award is grantedand shall bear a legend referring to the terms, conditions and restrictions applicable to theShares subject thereto. The Committee may direct Advanta Corp. to either retain physicalpossession or custody of or place into escrow any such certificate(s) until such time as suchShares are vested.     16. No Fractional Shares. In the event that any calculation of a number of shareshereunder (including the calculations of the number of Shares to be granted to a Participant or tobe vested upon the awarding of a bonus to a Participant) shall result in a number of shares thatincludes a fractional share, the number of shares shall be rounded down to the nearest whole numberof shares.     17. Special Rules Applicable by reason of Internal Revenue Code Section 409A. AMIP VIis intended to provide bonus compensation and is not intended to provide benefits that are in thenature of nonqualified deferred compensation. AMIP VI is to be interpreted and implemented by theCommittee, to the extent possible, so that benefits to Participants are not deemed to benonqualified deferred compensation for purposes of Section 409A of the Internal Revenue Code (the“Code”) and applicable regulations promulgated thereunder. In general, it is anticipated thatbenefits payable under AMIP VI will not be considered to be a form of nonqualified deferredcompensation by reason of the exemption available for payments that are considered to be only a“short-term” deferral of compensation, as defined in Q&A 4 of IRS Notice 2005-1, and ProposedTreasury Regulation Section 1.409A-1(b)(4), and such other guidance as may be issued by theTreasury Department or the IRS under Code Section 409A in the future. Notwithstanding suchanticipated exemption from Code Section 409A, in the event benefits payable under AMIP VI aredetermined to constitute a form of nonqualified deferred compensation to which Code Section 409A isapplicable, the Committee shall take such steps as it deems to be necessary or appropriate in orderto provide for payment of benefits under AMIP VI at such time and in such manner as the Committeedetermines to be compliant with the requirements of Code Section 409A.
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     18. Miscellaneous.          (a) Governing Law. The provisions of AMIP VI and all questions relating to thevalidity, interpretation and performance of AMIP VI, shall be governed by and construed inaccordance with the laws of the Commonwealth of Pennsylvania (notwithstanding any conflict-of-lawdoctrines of any state or other jurisdiction to the contrary).          (b) Provisions Separable. The provisions of AMIP VI are independent of and separablefrom each other, and no provision shall be affected or rendered invalid or unenforceable by virtueof the fact that for any reason any other or others of them may be invalid or unenforceable inwhole or in part.
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