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                                                                   EXHIBIT 10-aa

                                  ADVANTA CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

1.    Purpose.

      The purpose of this Plan is to encourage eligible Employees and Directors
      to acquire an ownership interest in ADVANTA Corp. or to increase such
      ownership interest by providing a convenient and economical means of
      purchasing Common Stock.

2.    Definitions.

      (a)   "Administrator" shall mean the entity with which the Company
            contracts to handle the account maintenance, recordkeeping and stock
            purchasing obligations pursuant to this Plan.

      (b)   "Board of Directors" shall mean the Board of Directors of the
            Company.

      (c)   "Commencement Date" shall mean December 15, 1989.

      (d)   "Committee" shall mean the individual or group of individuals
            designated pursuant to Section 3 of the Plan to control and manage
            the operation and administration of the Plan to the extent set forth
            therein.

      (e)   "Common Stock" shall mean ADVANTA Corp. common stock, $.01 par value
            per share.

      (f)   "Company" shall mean ADVANTA Corp., a Delaware Corporation.

      (g)   "Compensation" shall mean the cash remuneration, excluding overtime,
            bonuses and expense reimbursements of any kind, payable to an
            Employee, or the fees payable to a Director for all services
            performed in such capacity, as the case may be.

      (h)   "Determination Date" shall mean the first business day following the
            second payday of each month.

      (i)   "Director" shall mean a non-employee member of the Board of
            Directors of the Company.

      (j)   "Employee" shall mean each and every person employed as a permanent
            full-time or permanent part-time employee of the Company or a
            subsidiary thereof.


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      (k)   "Enrollment Date" shall mean, with respect to any calendar quarter,
            the tenth day of the month preceding the beginning of such calendar
            quarter.

      (l)   "Market Price" shall mean either

            (i)   On any Determination Date on which Common Stock is purchased
                  by the Administrator from the Company, then with respect to
                  such Common Stock, the average of the high and low prices paid
                  for Common Stock in the market on such Determination Date, as
                  reported on the national Association of Securities Dealers'
                  Automated Quotation (NASDAQ) National Market System; or

            (ii)  On any Determination Date on which Common Stock is purchased
                  by the Administrator on the open market, then with respect to
                  such Common Stock, the weighted average price paid for all
                  shares so purchased on such Determination Date.

      (m)   "Participant" shall mean each and every Employee or Director who
            satisfies the requirements for participation under Section 5 hereof
            and who elects to have amounts withheld from his Compensation
            pursuant to Section 8 hereof.

      (n)   "Plan" shall mean the ADVANTA Corp. Employee Stock Purchase Plan as
            set forth herein effective December 15, 1989, and the same as may be
            amended from time to time.

3.    Administration.

      This Plan shall be administered by the Committee appointed by the Board of
      Directors. Each member of the Committee must be either a director, officer
      or employee of the Company or a subsidiary thereof, and each is appointed
      for an indeterminate term and may be removed at the discretion of the
      Board of Directors.

      The Committee may (i) delegate all or a portion of the responsibilities of
      controlling and managing the operation and administration of this Plan to
      one or more persons, and (ii) appoint agents, administrators, counsel or
      other representatives to render advice with regard to any of its
      responsibilities under this Plan. The Board of Directors may remove, with
      or without cause, the Committee or any Committee member. The Committee may
      remove, with or without cause, any delegate or advisor designated by it.

      The Committee shall make such rules and regulations as it deems desirable
      or necessary for the administration of this Plan. Subject to the express
      provisions of this Plan, the Committee shall have full authority to
      interpret this Plan and any


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      such interpretation shall be conclusive and binding on the Company and all
      Participants.

4.    Stock.

      In the event of any reorganization, recapitalization, stock split, reverse
      stock split, stock dividend, combination of shares, merger, consolidation,
      offering of rights or any other similar change in the capital structure of
      the Company, the Board of Directors may make such adjustment, if any, as
      it deems appropriate in the kind and purchase price of the shares
      available for purchase under this Plan and in the maximum number of shares
      that a Participant is entitled to purchase under this Plan.

5.    Eligibility to Participate in this Plan.

      (a)   Any individual who is an Employee or Director as of November
            24,1989, is eligible to participate as of the Plan Commencement
            Date; and

      (b)   Any Employee or director who does not join this Plan as of the Plan
            Commencement Date and any Employee hired or Director elected after
            November 24, 1989 shall be eligible to participate in this Plan as
            of the beginning of the first calendar quarter (i.e., January 1,
            April 1, July 1 or December 1) following the completion of six
            months of service.

6.    Enrollment.

      Any individual described in Subsection 5(a) may enroll in this Plan as of
      the Plan Commencement Date by filing the appropriate forms by November 24,
      1989. Any eligible Employee or Director may enroll or re-enroll in this
      Plan as of the beginning of any calendar quarter by filing the appropriate
      forms on or before the related Enrollment Date, except that any former
      Participant who has withdrawn from this Plan will not be eligible to
      re-enroll until the beginning of the first calendar quarter occurring at
      least three months after the date of withdrawal from this Plan.

7.    Annual Limitation on Purchases.

      During any calendar year, no Participant may purchase shares of Common
      Stock under this Plan and any other employee stock purchase plans of the
      Company and its subsidiaries with an aggregate fair market value,
      determined as of the dates of purchase of such Common Stock, in excess of
      $25,000.


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8.    Contributions.

      (a)   Employee. Each Employee eligible to participate pursuant to Section
            5 may voluntarily designate an amount to be contributed to this Plan
            of 1% to 10%, in whole 1% increments, of his Compensation for each
            payroll period.

      (b)   Director. Each Director eligible to participate pursuant to Section
            5 may voluntarily designate an amount to be contributed to this Plan
            of 10% to 100%, in whole increments of 10%, of his Compensation.

      (c)   Payroll Deduction. Each Participant shall authorize payroll
            deduction (or in the case of Directors, deduction from the payment
            of Directors' fees) as the method by which contributions to this
            Plan are to be made. In the event that a Participant for any reasons
            shall cease to receive a paycheck which is subject to payroll
            deduction, such Participant shall be prohibited from continued
            participation in this Plan until such time as his receipt of such
            paychecks has resumed. The Company shall hold all amounts withheld,
            without interest, for application as provided in this Plan.

      (d)   Enrollment Forms. Each Participant in order to initiate, change or
            cease contributions to this Plan shall execute such forms as shall
            be designated by the Committee and shall file the forms as directed
            by the Company's Human Resources Department.

      (e)   Changes to Participant Contributions.

            (i)   A Participant may reduce or cease contributions as of the
                  beginning of any calendar month by filing the appropriate form
                  by the tenth day of the preceding month.

            (ii)  A Participant may increase his contribution rate as of the
                  beginning of any calendar quarter, by filing the appropriate
                  form on or before the related Enrollment Date.

            (iii) Such changes in contribution rates shall be consistent with
                  the percentage amounts stated in Subsections 8(a) and 8(b)
                  hereof.

      (f)   Company Contributions. On or immediately prior to each Determination
            Date, the Company will make a contribution for the account of each
            Participant, in an amount (equal to approximately 17.64% of each
            Participant's contributions) such that the Company's contributions
            will constitute 15% of the total of Participant and Company
            contributions to be invested on such Determination Date.


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9.    Purchase of Shares.

      (a)   On the business day immediately preceding each Determination Date,
            the Company shall deliver to the Administrator all Participant
            contributions made under the Plan since the preceding Determination
            Date, together with the related Company contributions to be invested
            in Common Stock on such Determination Date.

      (b)   On the Determination Date, the Administrator shall purchase as many
            shares of the Common Stock as can be purchased with the funds
            delivered by the Company pursuant to Subsection 9(a). Such purchases
            shall be made by the Administrator on the open market, unless the
            Company directs the Administrator to make some or all of such
            purchases from the Company.

      (c)   The number of whole and fractional shared purchased for (and to be
            allocated to) each Participant's account as of each Determination
            Date shall be determined by the ratio of each Participant's
            contributions to the total of all Participants' contributions used
            to purchase shares on that Determination Date.

      (d)   All brokerage fees on purchases of Common Stock and administration
            costs for this Plan will be paid for by the Company.

      (e)   On June 1, 1990, the Company shall contribute 10 shares of common
            Stock to the account of any individual who became a Participant on
            the Plan Commencement Date, provided that such individual is still
            an Employee or a Director on June 1, 1990.

      (f)   Stock dividends and/or stock splits with respect to shares held in a
            Participant's account will be credited to such account without
            charge. Cash dividends and proceeds of sales of rights and other
            distributions received for each account will be reinvested in the
            purchase of additional shares of Common Stock.

10.   Participant Records and Access to Stock.

      (a)   Each Participant will receive a statement from the Administrator
            following the occurrence of every transaction made with respect to
            the Participant's account which shall specify, as applicable, the
            number of shares of Common Stock purchased or sold, the purchase or
            sale price, and the total shares in the Participant's account. Each
            Participant will receive a statement on a monthly basis if account
            activity is limited to the purchase of Common Stock pursuant to
            Section 9 hereof.


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         (b)      Unless otherwise legally restricted, Participants may at any
                  time request to have shares withdrawn from their account and
                  sold or to have certificates issues in their own names. Any
                  fee charged by the Administrator for such services shall be
                  paid by the Participant.

11.   Termination of Participation.

      A Participant may terminate participation in this Plan as of the beginning
      of any calendar month upon prior written notice as specified in Subsection
      8(e)(i) hereof. Any funds withheld from a Participant's Compensation after
      the Determination Date in the month preceding the month for which the
      termination is effective shall be distributed to such Participant without
      interest as soon as administratively feasible.

12.   Termination of Employment.

      Participation in this Plan shall immediately terminate upon a
      Participant's retirement, resignation, death or other termination of
      employment. All funds withheld from a Participant's Compensation since the
      previous Determination Date shall be distributed to such Participant
      without interest as soon as administratively feasible after the
      termination occurs.

13.   Employment Rights Not Conferred by this Plan.

      Neither the establishment nor continuance of this Plan, nor the granting
      of options hereunder, shall be construed as conferring any legal rights
      upon any Participant or other employee for a continuation of employment.

14.   Assignment.


      The rights of a Participant under this Plan shall not be transferable by
      such Participant except by will or the laws of descent and distribution
      and are exercisable, during a Participant's lifetime, only by the
      Participant. The options granted by this Plan may not be sold, pledged or
      otherwise disposed of or encumbered.

15.   Government Regulations.


      The Company's obligations to sell and deliver shares under this Plan are
      subject to the approval of any governmental authority required in
      connection with authorization, issuance or sale of such stock.

16.   Registration of Shares.

      The Company intends to register the shares to be sold under this Plan
      pursuant to the Securities Act of 1933.

17.   Applicable Law.

      This Plan shall be governed by the substantive laws of the State of
      Delaware, without regard to the conflicts of law provisions thereof.

18.   Amendment or Termination.

      The Board of Directors of the Company may at any time terminate or amend
      this Plan. No such termination shall affect options previously granted,
      nor may an amendment make any change in any option theretofore granted
      which would adversely affect the rights of any Participant (unless
      consented to by such Participant).

19.   Board Approval.

      This Plan was approved by the Board of Directors on September 14, 1989 and
      shall be effective December 15, 1989.

20.   Non-Qualified Status.

      This Plan is not intended to qualify as an "Employee Stock Purchase Plan"
      within the meaning of Section 423 of the Internal Revenue Code of 1986, as
      amended.


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                                  ADVANTA CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                                    AMENDMENT

AMENDMENT APPROVED BY THE ADVANTA CORP. BOARD OF DIRECTORS ON AUGUST 8, 1996

1.    Section 2(g) of the Plan is hereby amended to read:

      (g)   "Compensation" shall mean the base salary, excluding adjustments to
            salary and allowances paid due to international service, overtime
            paid for work in excess of forty hours per week, bonuses, and
            expense reimbursements of any kind, paid to an Employee by a
            Participating Company and in a Plan Year. In addition,
            "Compensation" shall include the commissions paid to certain
            classifications of employees who may from time to time be designated
            by the Administrative Committee of the Plan.

2.    In all other respects the Plan is hereby ratified and confirmed.


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