Form of Restricted Stock Award

Exhibit 10-a.2

SAMPLE
ADVANTA CORP.
STOCK AWARD GRANT DOCUMENT

This Restricted Stock Award Grant Document (the " Grant Document" ) constitutes the Grant Document for the Award granted by Advanta Corp. (the " Company" ) pursuant to the terms of the Advanta Corp. 2000 Omnibus Stock Incentive Plan (the " Plan" ), on <> (the " Date of Grant" ) to <> (the " Grantee" ), and is subject to all applicable terms and conditions set forth in the Plan.

1. Definitions. All terms stated with initial capitalization within this Grant Document shall have the meaning set forth in the Plan unless otherwise defined herein or as may be required by the context. As used herein:

(a) " Base Price" means <> , which is the 90 day trailing average of Advanta Class B common stock beginning with the first of the month in which you entered the program. (b) " Restricted Period" means, with respect to each Share that is subject to this Grant Document, the period beginning on the Date of Grant and ending on the Vesting Date. (c) " Restricted Stock" means the <>shares that have been granted subject to the terms of this Grant Document. (d) " Target Bonus" means the bonus generally payable to the Grantee under the terms of the Advanta Management Incentive Program. (e) " Target Bonus Percentage" means the percentage of Performance Salary on which the Target Bonus is determined. (f) " Vesting Date" shall mean the date on which a share of Restricted Stock ceases to be subject to restrictions, as set forth in Section 3, below. (g) " Election Percentage" means the portion of the Target Bonus, elected by the Grantee upon entry in the Advanta Management Incentive Program, to be received in the form of Restricted Stock. (h) " Target Change" means the implementation of a higher or lower Target Bonus Percentage for a Grantee. From time-to-time, a Grantee' s position may change and the Committee may revise a Grantee' s Target Percentage, which will often result in a higher Target Bonus. In such cases, for each year remaining in the AMIP program, the difference between the new and prior Target Bonuses will be divided by the new Base Price and multiplied by the Election Percentage to compute a grant of Restricted Stock.


(i) " Performance Salary" means the base salary in effect for the Grantee on the later of:

ullet the date the participant entered the program, ullet the date the Grantee receives a Target Change, or ullet January 1 st of the performance year.

(j) " Award Percentage" means the percentage of Target Bonus that the Committee determines should be paid to the Grantee for performance in the year in question.

2. Restrictions on the Restricted Stock. During the Restricted Period, Grantee shall not be permitted to sell, transfer, pledge or assign the Restricted Stock except by will or by the laws of descent and distribution. The Company shall, in its discretion, either maintain possession of the certificates respecting the Restricted Stock, place the certificates in the custody of an escrow agent for the duration of the Restricted Period or transfer certificates to the Grantee; provided, however, that such certificates shall be legended in a manner determined to be appropriate by the Committee that indicates such restrictions as are in effect with respect to the Restricted Stock evidenced by such certificates.

3. Lapse of Restrictions. Subject to the terms and conditions set forth herein and in the Plan, the restrictions set forth in Paragraph 2 with respect to each of the shares of Restricted Stock shall lapse on the applicable Vesting Date.

(a) General Vesting Date: For purposes of this Grant Document, the applicable Vesting Date for all shares of Restricted Stock shall occur on the 10th anniversary of the Date of Grant; provided, however, that on such date the Gra ...