Advanta Corp. Supplemental Executive Retirement Plan

Exhibit 10-e CORRECTED ADVANTA CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR THE BENEFIT OF DENNIS ALTER THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR THE BENEFIT OF DENNIS ALTER is adopted effective as of the 11 th day of February, 2005, by ADVANTA CORP., a Delaware corporation (hereinafter referred to as the " Company" ).WHEREAS, the Company wishes to adopt this supplemental executive retirement plan (" Plan" ) to recognize and reward the services, both past and future, of Dennis Alter, the Company' s Chairman and Chief Executive Officer (hereinafter referred to as the " Participant" ), who has served the Company for approximately forty-five (45) years; andWHEREAS, this Plan is not intended to be a plan meeting the requirements of Section 401(a) of the Code (as hereinafter defined) and is intended to provide benefits solely for the Participant and his beneficiaries; andWHEREAS, this Plan is intended to be a plan covering a " select group of highly-compensated employees" as that term is used in ERISA (as hereinafter defined); andWHEREAS, this Plan is intended to be construed in accordance with the provisions of Code Section 409A (as hereinafter defined) in a manner that avoids the application of the rules of " constructive receipt of income" as described therein; andWHEREAS, this Plan is intended to supplement and not to offset any other benefits to which the Participant may be entitled pursuant to any other plan provided by the Company; andWHEREAS, this Plan was approved by the Board of Directors of the Company and management of the Company was directed to implement this Plan in accordance with the approval of the Board;NOW, THEREFORE, this Plan is hereby adopted, effective as of this date as follows: ARTICLE I PARTICIPATION 1.1 Participation : The only employee of the Company who shall be eligible to participate, and shall be a Participant, in this Plan is Dennis Alter. This limited participation is intended to be consistent with the status of this Plan as a Top Hat Plan.


ARTICLE II REQUIREMENTS FOR RETIREMENT BENEFITS 2.1 Normal Retirement : The Participant' s Normal Retirement Date shall be August 16, 2012. The Participant' s Normal Retirement Pension shall be fully accrued, vested and nonforfeitable upon attainment of his Normal Retirement Age on his Normal Retirement Date, and he shall be entitled to the Normal Retirement Pension if his employment with the Company is terminated on or after his Normal Retirement Date.2.2 Disability : If the Participant becomes Disabled prior to his Normal Retirement Date, the Participant' s Disability Pension shall be fully accrued, vested and nonforfeitable on the date on which he becomes Disabled and the Participant shall be entitled to the Disability Pension.2.3 Death : If the Participant dies at any time, whether before or after having attained his Normal Retirement Age, the Survivor' s Pension shall be fully accrued, vested and nonforfeitable on the date of the Participant' s death and the Participant' s Eligible Spouse, if any, shall be entitled to the Survivor' s Pension.2.4 Change in Control : If a Change in Control occurs before the Participant attains his Normal Retirement Age, the Participant' s Change in Control Pension shall be fully accrued, vested and nonforfeitable on the date upon which the Change in Control occurs and the Participant shall be entitled to the Change in Control Pension.2.5 Retirement Prior to Normal Retirement Date : If the Participant terminates his employment with the Company prior to his Normal Retirement Date for any reason other than his death, Disability or a Change in Control (the date of such termination of employed being the " Early Retirement Date" ), he shall be entitled to the Early Retirement Pension. The Participant' s right to the Early Retirement Pension shall be fully vested at all times, shall accrue for each Month of Service from and after the Effective Date, and shall be nonforfeitable upon the occurrence of an Early Retirement Date.2.6 Termination of Employment for Cause : Notwithstanding any other provision of this Article II or Article III to the contrary, if the Participant' s employment with the Company is terminated For Cause at any time before the earliest to occur of Participant' s Normal Retirement Date, death or Disability or the occurrence of a Change in Control or an Early Retirement Date, the Participant shall forfeit all benefits accrued hereunder and shall thereafter be entitled to no benefits from this Plan.2.7 Termination of Employment Without Cause : If the Participant' s employment with the Company is terminated by the Company at any time prior to his Normal Retirement Date for any reason other than a termination of his employment for Cause, the Participant' s Normal Retirement Pension shall be fully accrued, vested and nonforfeitable on the date of such termination without Cause, the date of such termination without

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Cause shall be deemed to be his Normal Retirement Date and the Participant shall be entitled to the Normal Retirement Pension. ARTICLE III AMOUNT OF RETIREMENT BENEFIT 3.1 Normal Retirement Pension : The Participant shall be entitled to receive the Normal Retirement Pension commencing on his Normal Retirement Date, which Normal Retirement Pension is the annual amount of Six Hundred Twenty-Five Thousand Dollars ($625,000) payable on the first business day of each calendar month in advance in equal monthly installments (subject to applicable income and payroll tax withholdings) of Fifty-Two Thousand Eighty-Three and Thirty-Three Hundredths Dollars ($52,083.33) each for the Participant' s life, provided however that the first monthly installment shall include an additional prorated amount attributable to the period from his Normal Retirement Date through the first day of the following calendar month.In the event that the Participant continues in the employment of the Company beyond his Normal Retirement Date, the Participant' s Normal Retirement Pension shall commence and be payable to Participant without regard to his continued employment but his continued employment shall not increase the amount of Participant' s Normal Retirement Pension.3.2 Disability Pension : The Participant shall be entitled to receive the Disability Pension on the date on which he becomes Disabled, which Disability Pension is the annual amount of Six Hundred Twenty-Five Thousand Dollars ($625,000) and shall be payable on the first business day of each calendar month in advance in equal monthly installments (subject to applicable income and payroll tax withholdings) of Fifty-Two Thousand Eighty-Three and Thirty-Three Hundredths Dollars ($52,083.33) each for the Participant' s life, provided however that the first monthly installment shall include an additional prorated amount attributable to the period from the date on which the Participant becomes Disabled through the first day of the following calendar month. For purposes of the Disability Pension, the Participant shall be deemed to have attained his Normal Retirement Age on the date on which he becomes Disabled, and such Disability date shall be deemed to be the Participant' s Normal Retirement Date.In the event the Participant' s Disability constitutes a " disability" as that term is defined for the purposes of Section 409A, then Participant' s Disability Pension shall commence on the date he becomes Disabled, as set forth in the foregoing paragraph. In the event the Participant' s Disability does not constitute a " disability" as that term is defined for the purposes of Section 409A, Participant' s Disability Pension shall not be paid until after the expiration of any waiting period required under Section 409A, as determined by Tax Counsel, but the first payment shall include any payments which would otherwise be payable hereunder but for such required waiting period, plus interest at the Applicable Federal Short-Term Rate as determined under Code Section 1274(d)(1).

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3.3 Survivor' s Pension : The Eligible Spouse, if any, shall be entitled to receive the Survivor' s Pension upon the death of the Participant, whether such death is before or after the Participant has attained Normal Retirement Age, which Survivor' s Pension is the annual amount of Six Hundred Twenty-Five Thousand Dollars ($625,000) and shall be payable on the first business day of each calendar month in advance in equal monthly installments (subject to applicable income and payroll tax withholdings) of Fifty-Two Thousand Eighty-Three and Thirty-Three Hundredths Dollars ($52,083.33) each for the Eligible Spouse' s life, provided however that the first monthly installment shall include an additional prorated amount attributable to the period from the date of the Participant' s death through the first day of the following calendar month. After the death of the Eligible Spouse, no further payments of the Survivor' s Pension shall be due. For purposes of the Survivor' s Pension, the Participant shall be deemed to have attained his Normal Retirement Age on the day before his date of death, and such date of death shall be deemed to be the Participant' s Normal Retirement Date.Notwithstanding the foregoing, (a) in the event that the Participant dies after the occurrence of an Early Retirement Date, when Participant is eligible for the Early Retirement Pension, the amount of the Survivor' s Pension shall be the same as the amount of the Participant' s Early Retirement Pension and (b) in the event that the Participant dies after the occurrence of a Change in Control, when Participant is eligible for the Change in Control Pension, the amount of the Survivor' s Pension shall be the same as the amount of the Participant' s Change in Control Pension, which includes both the Change in Control Monthly Regular Pension and the Excise Tax Gross Up Payment.3.4 Change in Control Pension : The Participant shall be entitled to receive the Change in Control Pension upon the occurrence of a Change in Control. The Change in Control Pension shall have two components: The " Change in Control Monthly Regular Pension" and the " Excise Tax Gross Up Payment" as follows:(a) Change in Control Monthly Regular Pension : The Change in Control Monthly Regular Pension is the annual amount of Six Hundred Twenty-Five Thousand Dollars ($625,000) and shall be payable on the first business day of each calendar month in advance in equal monthly installments (subject to applicable income and payroll tax withholdings) of Fifty-Two Thousand Eighty-Three and Thirty-Three Hundredths Dollars ($52,083.33) each for the Participant' s life, provided however that the first monthly installment shall include an additional prorated amount attributable to the period from the date on which the Change in Control occurs through the first day of the following calendar month. For purposes of the Change in Control Monthly Regular Pension, the Participant shall be deemed to have attained his Normal Retirement Age on the day on which the Change in Control occurs, and such Change in Control date shall be deemed to be the Participant' s Normal Retirement Date.(b) The Excise Tax Gross Up Payment : The amount of the Participant' s Excise Tax Gross Up Payment shall be fully accrued on the date on which the Change in Control occurs and shall be computed and paid in accordance with the provisions of Appendix A to this Plan.

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3.5 Early Retirement Pension : The amount of the Participant' s Early Retirement Pension shall be determined by multiplying Six Hundred Twenty-Five Thousand Dollars ($625,000) by a fraction, the numerator of which is the number of Months of Service credited to the Participant from the Effective Date through the Early Retirement Date, and the denominator of which is ninety (90) months. The amount thus determine ...