STOCK REPURCHASE AGREEMENT

Exhibit 10.2

STOCK REPURCHASE AGREEMENT

          THIS STOCK REPURCHASE AGREEMENT (“Agreement”) is made and entered into as of May 9, 2006 (the “Effective Date”), by and among Advanta Corp., a Delaware corporation (the “Company”), Dennis Alter (“Alter”), Dennis J. Alter, Trustee U/I/T dated December 15, 2003 (the “2003 GRAT”) and the Dennis J. Alter, Trustee U/I/T dated May 24, 2004 (the “2004 GRAT”, and collectively with Alter and the 2003 GRAT, the “Sellers”).

          WHEREAS, each Seller owns the number of shares of Class B Common Stock of the Company set forth next to such Seller’s name on Exhibit A hereto (the “Shares”).; and

          WHEREAS, the Company desires to repurchase from each Seller the Seller’s Shares and each Seller desires to sell, assign and transfer to the Company each of the Seller’s Shares, upon the terms and subject to the conditions set forth in this Agreement.

          NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:

          1. Purchase of the Shares, Purchase Price . Subject to the terms and conditions contained in this Agreement, each of the Sellers hereby sells, assigns and transfers the Shares set forth next to such Seller’s name on Exhibit A hereto to the Company for a purchase price of $38.67 per Share, payable by wire transfer of immediately available funds.

          2. Delivery of Stock Powers . Contemporaneously with the execution of this Agreement, each of the Sellers is delivering to the Company one or more irrevocable stock powers relating to all of the Shares being sold by such Seller hereunder, in the form attached hereto as Exhibit B.

          3. Representations, Warranties and Covenants of Sellers .

          a. Each Seller hereby represents, warrants and covenants:

          i. such Seller is the lawful owner, both beneficially and of record, of the Shares set forth next to such Seller’s name on Exhibit A hereto. Such Seller owns such Shares free and clear of all liens, encumbrances, restrictions and claims of every kind;

          ii. such Seller has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated herein;

          iii. such Seller hereby transfers to the Company good and valuable title to each of the Shares set forth next to Seller’s name on Exhibit A hereto, free and clear of all liens, encumbrances, and claims of every kind. As soon as reasonably practicable after the Effective Date, such Seller shall deliver such Shares set forth next to such Seller’s name on Exhibit A hereto to the

          Company;

          iv. such Seller is not subject to or a party to any lien, agreement, contract, law, regulation, order, judgment or decree, or any other restriction of any kind or character, that would prevent consummation of the transactions contemplated by this Agreement or that would otherwise restrict such Seller’s ability to transfer marketable title to the Shares set forth next to Seller’s name on Exhibit A hereto in accordance with the terms hereof; and

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