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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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