Advanta Corp. Employee Stock Purchase Plan.

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 Comme ...