Amendment To Service Agreement Between First Data Resources, Inc. And Advanta Bank Corp., Dated As o

Exhibit 10-s.2 Pursuant to 17 CFR 240.24b-2, confidential portions of this document have been omitted; such confidential portions have been filed separately with the Securities and Exchange Commission (the " Commission" ) pursuant to a Confidential Treatment Application filed with the Commission. The redacted portions of this exhibit are marked by a [***]. TWENTY THIRD AMENDMENT TO SERVICE AGREEMENT This Twenty Third Amendment (this " Amendment" ) to the Service Agreement dated as of January 1, 2002, as amended (the " Service Agreement" ) is made and entered into this 18th day of December, 2006 (the " Execution Date" ) by and between Advanta Bank Corp. (" Customer" ) and First Data Resources, LLC (formerly known as First Data Resources Inc.) (" FDR" ). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer and FDR agree as follows: 1. Except as otherwise specified herein, all terms set forth in this Amendment are effective as of January 1, 2007. 2. In the event that this Amendment is executed by the parties on or before December 31, 2006, then FDR agrees to provide Customer with a " Processing Fee Credit" in the amount of [***]. The Processing Fee Credit will be provided to Customer [***], and [***]. Anything in this Amendment or the Service Agreement to the contrary notwithstanding, in the event that [***], then [***]. 3. Section 2.4 (Programming Services) of the Service Agreement is hereby deleted and replaced with the following:" 2.4 Programming Services . (a) In connection with the services provided by FDR pursuant to the terms of this Agreement, FDR shall perform, at its expense, up to 1,000 hours of computer programming services in each Processing Year during the Term of this Agreement after Processing Year 5 (as defined in Section 8.1)(the ' Free Programming' ). Unused hours of Free Programming from one Processing Year shall not be carried forward into any other Processing Year. (b) In addition to the Free Programming set forth in Section 2.4(a) above, FDR agrees to make available to Customer an additional programming credit (the ' Additional Programming Credit' ) during the period commencing on January 1, 2007 and ending on the earlier of (i) December 31, 2011 or (ii) the termination or expiration of this Agreement (including, without limitation, Customer' s exercise of its right to terminate this Agreement for convenience pursuant to Section 9.2(d)). The Additional Programming Credit is defined as a pool of [***],

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available for the period specified in the preceding sentence, that may be applied by Customer against the fees for any computer programming service hours (including but not limited to computer programming service hours associated with the ' PCF Change Report,' ' Insurance Screens' and ' 1099 Flexibility' projects which are, at the time of the execution of this Amendment, currently being reviewed by the parties) incurred by Customer during such period which are in excess of the Free Programming hours set forth in Section 2.4(a) above. Subject to the provisions of this paragraph (b), the Additional Programming Credit will expire [***]. Upon the conclusion of each applicable Processing Year, Customer will be eligible to receive a credit to Customer' s invoice (the ' Processing Fee Credit' ) for any unused portion of the [***] Additional Programming Credit available for such Processing Year at a rate of $125 per unused hour up to a maximum of [***]. (The following examples have been provided for clarification: (A) If in a single applicable Processing Year, [***]; (B) If in a single applicable Processing Year, [***]; and (C) If in a single applicable Processing Year, [***]. (c) FDR shall charge, and Customer shall pay, $125 per hour for each hour of computer programming services provided by FDR at the request of Customer which exceed or are not covered by either the Free Programming or the Additional Programming Credit." 4. Article 2 (Services) of the Service Agreement is hereby amended by the addition of a Section 2.9 to read as follows:" 2.9 System Optimization Project . At any time, but only once, during the period commencing on January 1, 2007 and ending December 31, 2011, Customer may request that FDR perform a System Optimization Analysis for Customer. The System Optimization Analysis shall consist of a review of Customer' s use of the FDR System and the Services under this Agreement with respect to Customer' s servicing of its Cardholder Account programs, and written recommendations by FDR to Customer, based upon such analysis, which shall provide suggestions to improve Customer' s efficiency in such servicing and more effective use of the FDR System and the Services. Customer and FDR shall mutually agree upon the specific areas of focus to be included in the System Optimization Analysis." Customer and FDR hereby agree that, as of the Execution Date of this Amendment, the System Optimization Analysis described in this Paragraph 3 of this Amendment is already in progress.

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5. In Paragraph (a) of Section 3.1 (Sole and Exclusive Provider) of the Service Agreement, the first instance of subparagraph (iii) which is in the first sentence of Paragraph (a) is hereby amended to read as follows:" (iii) Customer shall not agree with any third party to have such third party perform or provide, in North America, any Core Processing Services to Customer, provided, however, that in no event shall the provisions of this subparagraph (iii) be deemed to prohibit Customer, during the remaining Term of this Agreement, from negotiating and signing with any third party any agreement to have such third party perform or provide any services to Customer for any periods following the expiration or termination by Customer as set forth in Section 9.2, including termination for convenience by Customer set forth in Section 9.2(d) of this Agreement." 6. Section 3.4 (Acquisition of Portfolios or Entities Not Serviced by FDR) of the Service Agreement is hereby deleted in its entirety. 7. In Section 4.2 (Price Increases) of the Service Agreement, Paragraph (a) is hereby deleted and replaced with the following:"(a) During each Processing Year after Processing Year 5, FDR may, by notice to Customer, increase as follows only those Processing Fees set forth in Section IV of Exhibit ' A' which are associated with certain production services (as marked with a ' P' in Section IV of Exhibit ' A' ); provided, however, that FDR shall not be allowed to increase such Processing Fees at any time while this Agreement is in effect, unless the percentage change in the Consumer Price Index (" CPI" ) during the calculation period described below for any applicable Processing Year is greater than four percent (4%), in which case FDR may increase the Processing Fees which were in effect for the immediately preceding Processing Year (the ' Old Year' ) by an amount not to exceed in the aggregate three quarters (3/4) of the percentage change in the CPI over four percent (4%) during a period described below, and in no event shall such increase be less than 0% nor more than 6%. For purposes of this paragraph, the CPI shall be the index compiled by the United States Department of Labor' s Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers (CPI-U) having a base of 100 in 1982-84, using that portion of the index which appears under the caption ' All Items.' The CPI percentage shall be communicated to Customer within forty-five (45) days of the end of each applicable Processing Year. The CPI will be expressed as a percentage determined by simple average over a twelve (12) month period of the prior year. Any such adjustment to the Processing Fees will be effective on the first day of each Processing Year." 8. Section 4.5 (Minimum Fees) of the Service Agreement is hereby deleted and replaced with the following:" 4.5 Minimum Fees . (a) In each Processing Year during the Term of this Agreement after Processing Year 5 (as defined in Section 8.1), Customer will require and shall pay FDR for processing services sufficient

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to generate aggregate Processing Fees at least equal to the greater of (i) 80% of the Processing Fees paid during the immediately preceding Processing Year and (ii) $7,000,000 (the ' Minimum Processing Fees' ). FDR shall calculate the total Processing Fees paid by Customer in respect of services performed during each Processing Year (the ' Total Annual Processing Fees' ) within ninety (90) days after the end of each Processing Year and will, after ten (10) days written notice to Customer, draw upon Customer' s account pursuant to Section 4.3 for the amount, if any, by which the Minimum Processing Fees for the Processing Year exceed the Total Annual Processing Fees for the Processing Year (such amount a ' Minimum Fee Shortfall' ). (b) If in any Processing Year during the remaining Term of this Agreement, Customer migrates substantially all of its [***], then FDR hereby agrees that for both (i) the Processing Year in which the [***] is effected by Customer (the ' Migration Year' ) and (ii) the Processing Year immediately following the Migration Year, FDR shall remove from calculation of both the Minimum Processing Fees due and the Total Annual Processing Fees paid for such Processing Year all of the fees paid or payable by Customer pursuant to this Agreement for the list of FDR billing elements set forth below: Element Number Item Name [***] [***]

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In no event, however, shall the Minimum Processing Fees due FDR by Customer pursuant to this Section 4.5 be less than $7,000,000 for any Processing Year." 9. The schedule of Adjusted Gross Processing Fees and corresponding Credit as set forth in Section 4.7 (Growth Credit) of the Service Agreement is hereby deleted and replaced with the following: "Adjusted Gross Processing Fees Credit [***] [***] In no event, however, shall the total amount of any Growth Credit payable to Customer by FDR pursuant to this Section 4.7 for any [***] exceed [***]." 10. Article 4 (Payment for Services) of the Service Agreement is hereby amended by the addition of a Section 4.9 to read as follows: 4.9 New Product Incentive . In each Processing Year, after Processing Year 5, during the remaining Term of this Agreement, FDR agrees to provide Customer with a usage incentive for each New Product which Customer commences to use during the Processing Year. Such usage incentive shall consist of [***]. For the avoidance of doubt, the parties agree that the usage incentive set forth in this Section 4.9 shall not apply with respect to any Special Fees associated with the implementation of a New Product (including but not limited to any set-up fees or development charges associated with the New Product). For purposes of this Section 4.9, a New

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Product shall mean either (a) a product or service which was already included in Exhibit A of this Agreement on or before the commencement of Processing Year 6, but was not previously used by Customer, or (b) a product or service which has been added to Exhibit A of this Agreement by written amendment after the commencement of Processing Year 6." 11. Sections 8.1 (Term) and 8.2 (Renewal) of the Service Agreement is hereby deleted and replaced with the following:" 8.1 Term . Except as otherwise provided for in this Article 8, the Term of this Agreement shall continue in effect for an additional period of five (5) Processing Years (Years 6, 7, 8, 9 and 10), commencing on January 1, 2007 and expiring on December 31, 2011 (hereinafter referred to as the ' Renewal Period' ). For purposes of this Agreement, a Processing Year means each twelve (12) month period commencing on the first day of January and ending on the last day of December. Processing Year 6 of the Term shall commence on January 1, 2007 and continue through December 31, 2007." 8.2 Extension . Upon the expiration of the Renewal Period, the Term of this Agreement shall automatically be extended for one (1) period of one (1) Processing Year (the ' Extension Period' ) unless either party gives the other party written notice at least six (6) months prior to the termination date of the Renewal Period that the Agreement will not be extended." 12. Section 9.2 (Termination by Customer) of the Service Agreement is hereby amended by the addition of a subsection (d) to read as follows: " (d) For Customer' s convenience upon the conclusion of Processing Year 8 (December 31, 2009), provided that Customer gives FDR written notice, on or before September 30, 2009, of its intention to so terminate this Agreement." 13. The first sentence of Section 9.6 (Deconversion) of the Service Agreement is hereby deleted and replaced with the following: " Upon the termination for any reason or the expiration of this Agreement, Customer and FDR shall mutually, expeditiously and in good faith proceed to agree upon and document a Deconversion project plan, which the parties contemplate may involve an up to eighteen (18) month time frame for completion and implementation." 14. Section 11.2 (Customer' s Representations) of the Service Agreement is hereby amended by the addition of a paragraph (e) to read as follows:" (e) Customer represents and warrants that the account records and/or address lists in reliance upon which FDR will provide mailing services to Customer, together with any other mail matter provided to FDR, satisfy the requirements established by the United States Postal Service (' USPS' ) for First-Class Mail presorted and automation rates, including but not limited to the Move Update

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requirements for addresses. In that regard, Customer has provided to FDR an executed copy of Postal Service Form 6014, Certification of Move Update Compliance , or its current equivalent and agrees to update it as necessary to maintain its accuracy. If the Customer is not the mail owner, it is the Customer' s responsibility to obtain Postal Service Form 6014 or equivalent assurances from the mail owners so that it can provide the required Postal Service Form 6014 or equivalent to FDR for the mail matter it requests FDR to process. Customer acknowledges that in reliance upon the forgoing, FDR will certify to the USPS, on behalf of Customer, that Customer' s mail complies with all applicable USPS standards for receiving discounts and Customer agrees that it will be liable for any revenue deficiencies assessed with respect to mailings on its behalf. Customer further agrees that, if at any time during the life of this contract Customer discontinues taking the steps needed to satisfy the USPS requirements identified above in this paragraph, Customer will notify FDR in advance in writing. Customer also agrees that, if at any time during the life of this contract FDR requests Customer to confirm its compliance with USPS requirements, it will do so in writing within ten (10) days after FDR' s request and, if it does not, FDR in its discretion may cease processing Customer' s mail as discount mail and Customer is responsible for any increased costs." 15 Section 13.2 (b) ( Performance Reports) of the Service Agreement is hereby deleted and replaced with the following:" 13.2 (b) Performance Reports. The Performance Standards set forth in Exhibit " C" are divided into two Categories. FDR' s performance with respect to the Performance Standards in each Category during the just concluded calendar month will be managed as follows: i) Category I - Achievement by FDR of [***] Category I Incentive Level Performance Standards and [***] Category II Standard Performance Standards constitutes a Successful Month for which Customer will pay FDR a service level agreement (" SLA" ) incentive payment equal to [***]; failure by FDR to achieve [***] of the Category I Performance Standards constitutes a Failed Month for which FDR will pay Customer an SLA remedy payment equal to [***]; and ii) Category II - Achievement by FDR of [***] Category II Incentive Level Performance Standards and [***] Category I Standard Performance Standards constitutes a Successful Month for which Customer will pay FDR and SLA incentive payment equal to [***]; failure by FDR to achieve [***] of the Category II Performance Standards constitutes a Failed Month for which FDR will pay Customer a remedy payment equal to [***]. All SLA incentive payments payable by Customer and all SLA remedy payments payable by FDR with respect to any month will be netted. Any resulting net SLA incentive payment will be billed and any resulting net SLA remedy payment will be credited to Customer on Customer' s next monthly invoice following quarter end. " 16. Section 14.10 (Audit) of the Service Agreement is hereby deleted and replaced with the following:" 14.10 Audit . At least annually during the remaining Term of this Agreement, FDR will provide

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for a third party to perform an audit of the electronic data processing environment maintained by FDR to provide the services set forth in this Agreement. Such audit will conform to the Statement of Auditing Standards No. 70, for Type II reviews (' SAS-70,' or any successor substitute statement adopted by the American Institute of Certified Public Accountants). FDR shall provide Customer with a copy of the SAS-70 report associated with such audit, as well as any plans for addressing deficiencies therein, if Customer requests a copy in writing. In addition, Customer, its authorized agents and/or its federal or state regulatory authorities may audit FDR for compliance with this Agreement relating to the confidentiality and security of information relating to Customer' s customers, subject to any reasonable confidentiality requirements of FDR. FDR agrees to comply with all reasonable requests (including without limitation requests to visit FDR' s facilities) in connection with any such audit; provided that (a) FDR shall be given at least thirty (30) days' prior written notice of such audit, (b) such audit shall be performed during FDR' s normal business hours, and (c) such audit shall be performed at Customer' s expense." 17. Article 14 of the Service Agreement is hereby amended by the addition of Sections 14.19 and 14.20 to read as follows:" 14.19 FDR Insurance . FDR currently has and will maintain, at a minimum, the insurance coverage set forth in Exhibit E to this Agreement. FDR agrees to name Customer as an additional insured on those policies so indicated in Exhibit E. FDR will provide to Customer, at such times as Customer may reasonably request, certificates of evidence of insurance setting forth the types and amounts of insurance which FDR then has in effect."" 14.20 Regulation AB Compliance. At the request of Customer, FDR shall, and shall cause any subcontractors providing services hereunder to, use reasonable efforts to cooperate with Customer in order for Customer to meet its compliance requirements under Regulation AB (17 C.F.R. Sections 226.1100-1123 as may be amended from time to time relating to Asset Backed Securities) to the extent that the Services provided pursuant to the this Service Agreement may be covered by such requirements and are disclosed to FDR by Customer. In no event, however, shall FDR be required to incur additional costs in connection with this cooperation unless Customer and FDR mutually agree in advance on a written plan for the reimbursement of such costs by Customer. 18. Exhibit " A" , Section IV (Processing Fee Definitions/Prices) of the Service Agreement is hereby deleted and replaced with the price schedule set forth in Attachment I hereto, which is hereby incorporated into this Amendment. 19. Exhibit " A" , Section IX of the Service Agreement is hereby deleted in its entirety. 20. Exhibit " C" (FDR Performance Standards for Customer) of the Service Agreement is hereby deleted and replaced with a new Exhibit " C" to read as set forth in Attachment II hereto, which is hereby incorporated into this Amendment. 21. Unless otherwise specified in this Amendment, any capitalized terms used in this

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Amendment shall have the meanings assigned to them in the Service Agreement. 22. As hereby amended and supplemented, the Service Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Service Agreement the day and year first above written. FIRST DATA RESOURCES, LLC ADVANTA BANK CORP. By: /s/ Sandra Dasenbrock
By: /s/ Anne Howley
Title: Senior Vice President
Title: Senior Vice President


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ATTACHMENT I Price Schedule Exhibit A, Section IV (Processing Fee Definitions/Prices) Price Per Elem Price Item # [***] 1 Item Name Item Definition [***] 1 Description 63 MERCHANT TICKET - TAPE ENTRY Each sale slip, cash advance slip or returned merchandise slip (" Ticket" ) from Customer' s Merchant that is transacted by a Cardholder from any Bank Identification Number (BIN), Interbank Card Association (ICA) or other Transaction Card system identification number, and entered via magnetic tape or tape transmission to FDR by Customer or a third party acting on Customer' s behalf. /item 73 MERCHANT TICKET - CRT ENTRY Each sale slip, cash advance slip or returned merchandise slip (" Ticket" ) from Customer' s Merchant that is transacted by a Cardholder from any Bank Identification Number (BIN), Interbank Card Association (ICA) or other Transaction Card system identification number, and entered remotely from Customer' s terminal(s) by Customer or a third party acting on Customer' s behalf. /item 84 MERCHANT TICKET - MANUAL ENTRY Each sale slip, cash advance slip or returned merchandise slip (" Ticket" ) from Customer' s Merchant that is transacted by a Cardholder from any Bank Identification Number (BIN), Interbank Card Association (ICA) or other Transaction Card system identification number and entered by FDR on Customer' s behalf. /item 98 RETRIEVAL Each manual fulfillment provided by FDR in response to a request for a Merchant Ticket or copy of the same stored at FDR on behalf of Customer. /retrieval 101 INCOMING INTERCHANGE TICKET Each Ticket (sales slip, cash advance slip or returned merchandise slip) transacted by Customer' s Cardholders at any Merchant with a BIN, ICA or other Transaction Card system identification number other than the number to which the Cardholder is signed. /item 125 PAYMENT - TAPE ENTRY BY CUSTOMER Posting, from a tape medium delivered to FDR by Customer, of a transaction to a Cardholder Account of Customer evidencing the receipt of money from a Cardholder. /payment 126 PAYMENT - CRT ENTRY BY CUSTOMER Posting, from a CRT transmission delivered to FDR by Customer, of a transaction to a Cardholder Account of Customer evidencing the receipt of money from a Cardholder. /payment 130 ACCD DOWNLOADED ACCOUNT Each selected Cardholder Account of Customer which is transmitted to Customer, or any other third party /account 1 The information contained in this column of Attachment 1 - Exhibit A is confidential and has been omitted pursuant to 17 CFR 240-24b-2; such confidential portions have been filed separately with the Commission pursuant to a Confidential Treatment Application filed with the Commission.

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Price Per Elem Price Item # [***] 1 Item Name Item Definition [***] 1 Description acting on Customer' s behalf, for collection purposes in connection with Customer' s Automated Customer Calling Device (ACCD) 144 FIRST ACTIVITY NOTICE A brief notification to a Cardholder of Customer prepared by FDR' s computer at the request of Customer based upon Customer' s Product Control File or a CRT entry request made by an employee of Customer which addresses the first use of the new account. /notice 147 DELINQUENCY NOTICE A brief notification to a Cardholder of Customer prepared by FDR' s computer at the request of Customer based upon Customer' s Product Control File or a CRT entry request made by an employee of Customer which addresses a delinquency with respect to the account. /notice 151 NON-DUAL CARDHOLDER STATEMENT Each periodic summarization of activity (whether printed or otherwise) associated with a Transaction Card issued by Customer. /statement 155 DUAL CARDHOLDER STATEMENT A Cardholder Statement which includes information on both MasterCard and VISA account activity. /statement 202 BATCH HEADER - MANUAL ENTRY Each summarization of Merchant Tickets deposited by the Merchant, or by Customer, and entered by FDR via hardcopy received from Customer. /header 207 BATCH HEADER - CRT ENTRY Each summarization of Merchant Tickets deposited by Customer' s Merchant or by Customer (Batch Header), and entered remotely from Customer' s terminal(s) by Customer or a third party acting on Customer' s behalf. /header 208 BATCH HEADER - TAPE ENTRY Each summarization of Merchant Tickets deposited by Customer' s Merchant or by Customer (Batch Header), and transmitted electronically to FDR via magnetic tape or tape transmission from Customer or a third party acting on Customer' s behalf. /header 209 MERCHANT ADVICE OF CHARGE (ACH) TAPE Monthly tape indicating Automated Clearing House (ACH) discount amounts with respect to a Merchant of Customer. /tape 218 CARDHOLDER ANNUAL CHARGE The fee assessed yearly to a Cardholder in connection with a Cardholder Account of Customer. /account 227 ASSISTANCE REQUEST (VOICE) Each miscellaneous customer assistance request from a Merchant that is received by FDR' s voice authorization center. / Call 228 ASSISTANCE REQUEST (VOICE) Each miscellaneous customer assistance request from a Cardholder that is received by FDR' s voice authorization center. / Call 242 RMS HARDCOPY REPORT This element identifies the charge for each page of First Data Reports Management System (RMS) reports, in excess of the default setting, provided via hard copy. This element includes any preparation required for delivery. / page 249 RMS RJE/NDM REPORT Each FDR Reports Management System (RMS) report provided to Customer by FDR in remote job entry (RJE) or network data mover (NDM) format. For purposes of the billing of RMS Reports: (i) if the standard (or default) setting for a particular report is /page 1 The information contained in this column of Attachment 1 - Exhibit A is confidential and has been omitted pursuant to 17 CFR 240-24b-2; such confidential portions have been filed separately with the Commission pursuant to a Confidential Treatment Application filed with the Commission.

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Price Per Elem Price Item # [***] 1 Item Name Item Definition [***] 1 Description " 0" , then all pages of RMS On-Line View and RMS RJE of such report provided by FDR to Customer shall be billed to Customer at the prices above, or (ii) if the standard (or default) setting for a particular report is a value other than " 0" , then each page of the RMS On-Line View of such report provided by FDR to Customer shall be at no charge and each page of RMS RJE of such report shall be billed to Customer at the prices above. 259 MERCHANT ELECTRONIC REPORTING Each Merchant which is set up to receive, via electronic transmission, a file containing daily and weekly Merchant deposit activity confirmations and reports. /merchant 260 ETC CONFIRMATION Each daily report prepared by FDR for use by Merchant of Customer to confirm all Ticket transactions received from Customer' s Merchant and processed the previous day via Electronic Ticket Capture (ETC) or tape. Service includes any preparation required for delivery. ETC is FDR' s proprietary product for electronic data capture at the point of sale. /letter 262 ETC HEADQUARTERS REPORT Each daily or weekly report sent to a headquarters' location of a Merchant of Customer' s, which contains ETC or tape transaction information for its individual Merchant location(s). Service includes any preparation required for delivery. /report 264 SERVICE PLUS HELP CALL Each instance in which a Merchant of Customer calls the Service Plus Help Center. /call 265 SERVICE PLUS HELP CALL Each instance in which a Merchant of Customer calls the Service Plus Help Center. /call 266 SERVICE PLUS REGISTERED MERCHANT Each Merchant location of Customer participating in the Service Plus Help Center program. /merchant location 267 BEHAVIOR SCORE/ ADAPTIVE CONTROL ACCOUNTS This element identifies the charge for the number of accounts that are assigned a behavior score and/or are processed by the Adaptive Control System (ACS). The Behavior Score is a portfolio management tool that summarizes the level of risk an individual account possesses. The Adaptive Control System is a decision support tool that performs automatic actions for account management in the following areas. Delinquent collections, Overlimit collections, Authorizations, Credit line management, Reissue, Warning bulletin management. /unit 270 ETC TICKET Each Electronic Ticket Capture (ETC) sales slip, cash advance slip or returned merchandise slip from a Merchant of Customer that is captured by means of an electronic process and forwarded to FDR for processing and reporting. /item 280 ETC BATCH HEADER Each electronic summarization of ETC Ticket transactions deposited by Customer or Customer' s Merchant and delivered to FDR. ...