**Exhibit 10.2****STOCK REPURCHASE AGREEMENT**          THIS STOCK REPURCHASE AGREEMENT (“Agreement”) is made and entered into as of May 9, 2006 (the“Effective Date”), by and among Advanta Corp., a Delaware corporation (the “Company”), Dennis Alter(“Alter”), Dennis J. Alter, Trustee U/I/T dated December 15, 2003 (the “2003 GRAT”) and the DennisJ. Alter, Trustee U/I/T dated May 24, 2004 (the “2004 GRAT”, and collectively with Alter and the2003 GRAT, the “Sellers”).          WHEREAS, each Seller owns the number of shares of Class B Common Stock of the Company setforth next to such Seller’s name on Exhibit A hereto (the “Shares”).; and          WHEREAS, the Company desires to repurchase from each Seller the Seller’s Shares and eachSeller desires to sell, assign and transfer to the Company each of the Seller’s Shares, upon theterms and subject to the conditions set forth in this Agreement.          NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants containedherein, the parties hereto, intending to be legally bound, agree as follows:          1. Purchase of the Shares, Purchase Price. Subject to the terms and conditionscontained in this Agreement, each of the Sellers hereby sells, assigns and transfers the Shares setforth next to such Seller’s name on Exhibit A hereto to the Company for a purchase price of $38.67per Share, payable by wire transfer of immediately available funds.          2. Delivery of Stock Powers. Contemporaneously with the execution of this Agreement,each of the Sellers is delivering to the Company one or more irrevocable stock powers relating toall of the Shares being sold by such Seller hereunder, in the form attached hereto as Exhibit B.          3. Representations, Warranties and Covenants of Sellers.          a. Each Seller hereby represents, warrants and covenants:          i. such Seller is the lawful owner, both beneficially and of record, of theShares set forth next to such Seller’s name on Exhibit A hereto. Such Seller ownssuch Shares free and clear of all liens, encumbrances, restrictions and claims ofevery kind;          ii. such Seller has the legal right, power and authority toenter into this Agreement and to consummate thetransactions contemplated herein;          iii. such Seller hereby transfers to the Company good andvaluable title to each of the Shares set forth next toSeller’s name on Exhibit A hereto, free and clear ofall liens, encumbrances, and claims of every kind. Assoon as reasonably practicable after the EffectiveDate, such Seller shall deliver such Shares set forthnext to such Seller’s name on Exhibit A hereto to the
 

 
          Company;          iv. such Seller is not subject to or a party to any lien,agreement, contract, law, regulation, order, judgmentor decree, or any other restriction of any kind orcharacter, that would prevent consummation of thetransactions contemplated by this Agreement or thatwould otherwise restrict such Seller’s ability totransfer marketable title to the Shares set forth nextto Seller’s name on Exhibit A hereto in accordance withthe terms hereof; and          v. this Agreement is binding upon such Seller and enforceable in accordancewith its terms.     b. The 2003 GRAT represents and warrants that it is duly established andvalidly existing under the laws of the Commonwealth of Pennsylvania.     c. The 2004 GRAT represents and warrants that it is duly established andvalidly existing under the laws of the Commonwealth of Pennsylvania.          4. Representations and Warranties of the Company. The Company represents,warrants and covenants, as of the Effective Date:     a. This Agreement is binding upon the Company and enforceable in accordancewith its terms;     b. The execution and delivery of this Agreement, and the purchase of the Sharesfrom Seller pursuant to this Agreement, do not violate any court order or decree orany rule or regulation of any government agency to which the Company may be subject;and     c. The Company has the legal right, power and authority to execute and deliverthis Agreement and to consummate the transactions contemplated herein.          5. Further Actions. In connection with the transactions contemplated hereunder and asa further consideration, each of the parties to this Agreement agrees that after the Closing itwill, from time to time, as requested by any other party, furnish such further instruments anddocuments as may be necessary or proper to perfect or further evidence the sale, assignment andtransfer by Sellers to the Company of the Shares sold pursuant to this Agreement.          6. Indemnification. Each party shall indemnify, defend and hold harmless the otherparties from and against any claim, loss or expense (including attorneys’ fees) arising out of (a)any breach by such party of any representation or warranty contained in this Agreement; or (b) anydefault by such party in the performance of any of the covenants and agreements contained in thisAgreement. These rights of indemnification shall survive the Closing.
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          7. Entire Agreement. This Agreement constitutes the entire agreement andunderstanding between the parties with respect to the subject matter contained herein, and shallsupersede and cancel all other agreements and understandings, written or oral, related to thesubject matter herein. No amendment or modification of this Agreement shall be valid unless madein writing and signed by all of the parties hereto.          8. Interpretation and Governing Law. The section headings contained in this Agreementare inserted solely for convenience and shall have no effect on the interpretation of thisAgreement. This Agreement shall be construed and enforced in accordance with the laws of the Stateof Delaware.          9. Assignment. This Agreement shall be binding upon and inure to the benefit of theparties hereto and their respective heirs, successors and assigns, and shall not be assignable byany party without the prior written consent of each of the other parties hereto.          10. Counterparts. This Agreement may be executed in multiple counterparts, each ofwhich shall be deemed an original, and all of which shall constitute one and the same document.[SIGNATURE PAGE FOLLOWS]
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day andyear first written above.          **THE COMPANY**       Advanta Corp.       By: /s/ Elizabeth H. Mai       Name: Elizabeth H. Mai  Title: Senior Vice President, Chief Administration Officer, General Counsel and Secretary       **SELLERS       /s/ Dennis Alter     Dennis Alter       Dennis J. Alter, Trustee U/I/T dated December 15, 2003       By: /s/ Dennis Alter       Name: Dennis Alter  Title: Trustee       Dennis J. Alter, Trustee U/I/T dated May 24, 2004       By: /s/ Dennis Alter       Name: Dennis Alter  Title: Trustee  
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**EXHIBIT A**     Seller Number of Shares Dennis Alter  874,587 2003 GRAT  66,756 2004 GRAT  53,657 
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**EXHIBIT B****IRREVOCABLE STOCK OR BOND POWER****