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                                                                    EXHIBIT 10-l




                                       (as amended 10/26/95, 3/7/96 and 8/27/98)

                                  ADVANTA CORP.
            ADVANTA MANAGEMENT INCENTIVE PLAN WITH STOCK ELECTION III


1.  Purpose.

         This Plan is intended as an additional incentive to employees to enter
into or remain in the employ of Advanta Corp., a Delaware corporation (the
"Company"), or a subsidiary thereof and to devote themselves to the Company's
success. This Plan provides selected employees with an opportunity to acquire
the Company's Class B Common Stock, par value $0.01 per share (the "Common
Stock").

2.  Administration.

         This Plan shall be administered by the Board of Directors of the
Company; however, the Board of Directors may (i) designate a committee composed
of two or more of its Non-employee Directors to operate and administer the Plan
in its stead, (ii) designate two committees to operate and administer the Plan
in its stead, one of such committees composed of two or more of its Non-employee
Directors to operate and administer the Plan with respect to the Company's
"Principal Officers" (as defined below), and the other such committee composed
of two or more directors (whether or not Non-employee Directors) to operate and
administer the Plan with respect to persons other than Principal Officers and
Non-employee Directors or (iii) designate only one of the two committees
referred to in subparagraph (ii) and itself operate and administer the Plan with
respect to persons not within the jurisdiction of such committee. Any of such
committees designated by the Board of Directors, and the Board of Directors
itself in its administrative capacity with respect to the Plan, is referred to
as the "Committee." As used herein, the term "Principal Officers" means any
person who is an "officer" within the meaning of Rule 16a-1(f) promulgated under
the Securities Exchange Act of 1934, as amended, or any successor rule. The
Committee shall hold meetings at such times and places as it may determine. Acts
approved at a meeting by a majority of the members of the Committee or acts
approved in writing by the unanimous consent of the members of the Committee
shall be valid acts of the Committee. The interpretation and construction by the
Committee of any provision of the Plan or of any Restricted Stock Award awarded
hereunder shall be final, binding and conclusive.

3.  Eligibility.

         All employees of the Company or a subsidiary thereof who are selected
by the Company's Compensation Committee to be eligible to receive a bonus
pursuant to the Advanta Management Incentive Plan shall be eligible to receive
shares (the "Restricted Shares") of the Company's Class B Common Stock (the
"Restricted Stock Awards") pursuant to this Plan. For purposes of this Plan,
"subsidiary" shall include any corporation, partnership, joint venture or other
entity in which the Company, directly or 
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indirectly, has an equity interest of at least twenty percent (20%) or a
significant financial interest, provided the Committee has determined that such
entity shall be deemed a "subsidiary" for purposes of this Plan. The aggregate
maximum number of shares of Class B Common Stock for which Restricted Stock
Awards may be awarded under this Plan is 1,200,000 shares.

4.  Restricted Stock Awards.

         (a) Elective Participation. Each eligible employee other than an
employee to whom Section 4(b) applies shall be permitted to elect (which
election shall be irrevocable) a portion of such employee's annual bonus for
services performed during 1996, 1997, and 1998 to be received in the form of
Class B Common Stock. The portion of each such bonus which may be elected in
stock is an amount up to the employee's anticipated 1993 "target" bonus,
calculated on the basis of the employee's base salary as of December 1, 1992,
subject to modification as described in Section 4(f). The election shall be
performed by the employee's execution of such forms as may be determined by the
Committee.

         (b) Mandatory Participation by Section 16 Officers. Each eligible
employee who is an "officer" of the Company as defined for purposes of the Rule
(an "Officer") as of the date the Plan is adopted (subject to stockholder
approval) by the Board of Directors, shall be granted a Restricted Stock Award
based upon the employee's anticipated 1993 "target" bonus, calculated on the
basis of the employee's base salary as of December 1, 1992. The number of shares
so awarded shall be determined by applying the formula set forth in Section
4(c), using a percentage factor of 100% in clause (ii) of such formula.

         (c) Number of Restricted Shares. Subject to the provisions of this
Plan, the Committee shall award a Restricted Stock Award to an eligible employee
("Award Recipient") equal to the number of shares (rounded down to the nearest
whole number divisible by three) calculated by (i) multiplying the employee's
anticipated 1993 "target" bonus (calculated on the basis of the employee's base
salary as of December 1, 1992) by three, (ii) multiplying this product times the
percentage factor (25%, 50%, 75% or 100%) irrevocably elected by the employee,
and (iii) dividing the product thereof by the market price of the Class B Common
Stock as of the close of business on December 1, 1992 (the "Base Price").

         (d) Documents. Restricted Shares awarded pursuant to this Plan shall be
evidenced by the stock certificates described in Section 13 and such other
written documents (the "Restricted Stock Award Documents") in such form as the
Committee shall approve from time to time. Such Restricted Stock Award Documents
shall comply with and be subject to the terms and conditions of this Plan and
such other terms and conditions which the Committee shall require from time to
time which are not inconsistent with the terms of this Plan. The Committee shall
have the right to amend the Restricted Stock Award Documents issued to an Award
Recipient subject to his or her consent.
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         (e) New Participants. In the event an individual becomes eligible to
participate in the Plan for any reason (including promotion or being newly
hired) subsequent to the time at which initial awards are made hereunder in
1992, (i) if such individual is an Officer, such individual shall automatically
become a participant in the Plan, or (ii) if such individual is not an Officer,
he or she shall be entitled to elect to participate in the Plan, provided that
such election must be made within thirty days after the person first becomes
eligible to participate. Except as provided under Section 4(f)(2), the number of
shares included in such new participant's Restricted Stock Award shall be based
on the participant's annualized target bonus for the then current calendar year
and the average of the closing market prices of the Class B Common Stock for
each trading day in the ninety day period ending on the day before the date the
recipient became eligible to participate in the Plan ("New Participant Base
Plan"). Any such Restricted Stock Awards shall be made otherwise in accordance
with the terms of this Plan, with such modifications as may be appropriate to
implement the intended operation of the Plan.

         (f) Modification for Increases in Target Bonus Percentage. If a
participant's prospective target bonus is increased to a higher percentage of
his or her base salary (whether as a consequence of such participant receiving a
promotion, or of other action by the Committee), then (a) if such participant is
an Officer or as the result of such promotion the participant has become an
Officer, then the participant shall receive additional Restricted Shares
reflecting the full amount of the increase in target bonus as applied to the
years 1996-1998, or (b) if the participant is not an Officer, to the extent that
the participant previously elected to receive a percentage of 1996-1998 bonuses
in stock, that election shall be likewise applied to the additional target bonus
resulting from the increase in the participant's target bonus percentage. In
either event, the number of additional shares of Restricted Stock awarded to the
participant in such a case shall be based on the average of the closing market
prices of the Class B Common Stock for each trading day in the ninety day period
ending on the day before the effective date of the promotion or other action by
the Committee ("Target Increase Base Price"). For example, suppose a
participant's target bonus percentage is 15% of her $70,000 salary (resulting in
a $10,500 target bonus) at the time she makes an irrevocable election in 1992 to
take 100% of her target bonuses in stock. The closing price of the Class B
Common Stock on December 1, 1992 (i.e., the Base Price) was $25.50 per share.
Consequently, she is awarded 1,233 restricted shares ($70,000 X 15% - $25.50 per
share = 411 shares X 3 years = 1,233). In 1994, she receives a promotion, as the
result of which her salary is increased to $90,000 per year and her target bonus
percentage is increased to 25%. Consequently, her new target bonus is 25% of
$90,000 or $22,500. This represents an incremental $12,000 over her previous
target bonus of $10,500. If at the time she receives such promotion the market
price of the stock (using the 90 day average) is $30 per share, she will be
awarded an additional 1,200 restricted shares ($12,000 X 3 years - $30 per share
= 1,200). If the participant is awarded her target bonus in each of 1996, 1997
and 1998, she will have 811 shares vested each year (411 of the $25.50 shares
and 400 of the $30 shares, for a total grant date value of $22,480.50, with the
$19.50 balance paid in cash). If the promotion occurred on January 1, 1997 and
the 90 day average 
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market price of the stock was $30 per share at that time, she would be awarded
an additional 800 shares rather than 1200, as the first bonus year, 1996, will
at that point have already passed.

         (g) Committee Adjustments to Restricted Stock Awards. Notwithstanding
anything contained herein to the contrary, the Committee shall have the
authority to make such adjustments to the Base Price, New Participant Base
Price, Target Increase Base Price of the Restricted Shares covered by a
Restricted Stock Award and/or to the number of shares that are subject to any
Restricted Stock Awards granted hereunder and/or to make additional Restricted
Stock Awards all on such terms and conditions as the Committee, in its
discretion, deems appropriate in order to take into account any facts and
circumstances that influence the effectiveness of the Plan as a method of
providing appropriate current performance incentives for recipients of
Restricted Stock Awards, including, but not limited to, any facts and
circumstances related to levels of compensation and bonuses paid by other
similarly situated employers, current needs of the Company to encourage the
retention of valued employees and to reward high levels of performance by such
employees. The Committee shall have authority to determine the adjustments to be
made under this Section 4(g), and any such determination by the Committee shall
be final, binding and conclusive. Nothing contained in this Section 4(g) shall
constitute authorization to grant more shares under the Plan than are authorized
in the aggregate for grants of Restricted Stock Awards under the terms of the
Plan. For these purposes, shares available for grant under the Plan shall
include shares subject to Restricted Stock Awards that have been previously
forfeited under the terms of the Plan."

5.  Vesting.

         (a) General. Restricted Shares shall fully vest upon the lapse of ten
years from the date they are awarded as Restricted Stock Awards. However, the
Committee may accelerate the vesting of the Restricted Shares, and to the extent
that both the Award Recipient and the Company meet their respective annual
target performance goals for the applicable years so that the Committee or the
Board of Directors approves payment of bonuses under the Senior Management
Incentive Plan, vesting will be accelerated annually with respect to one-third
of the Restricted Shares on such date that the Company elects to pay bonuses for
services performed during the years 1996, 1997, and 1998, respectively. The
portion of any bonus award which exceeds the 1993 "target" level will be paid in
cash. Bonus awards which fall short of the 1993 "target" bonus awards, as
determined by the Compensation Committee or the Board of Directors, in their
discretion, will be paid by reducing both the cash component and the number of
shares of stock to be vested, on a pro rata basis. All Restricted Shares shall
be valued at the Base Price (or, if applicable, the average price utilized under
Section 4(e) or 4(f) to determine the number of Restricted Shares in a
Restricted Stock Award) for purposes of determining the value of that portion of
any bonus award to be paid by accelerating the vesting of Restricted Shares.
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         (b) Examples. The following examples are designed to clarify the
operation of the Plan. The Base Price (which is the closing price of the Class B
Common Stock on December 1, 1992) is $25.50 per share.

                  (1) If, in connection with services performed during any one
of the years 1996, 1997 or 1998, the Compensation Committee grants an annual
bonus to an Award Recipient in an amount equal to or greater than such Award
Recipient's "target" bonus for 1993, such bonus shall be paid by (i) the
acceleration of the vesting of Restricted Shares representing one-third of the
number of Restricted Shares previously awarded under this Plan, and (ii) payment
of cash in the amount of the excess, if any, of such bonus over the product of
the number of vested shares times the Base Price. For example, an Award
Recipient (not an Officer) whose 1993 "target" bonus was $8,000 and who had
elected to receive 75% of such bonus in Class B Common Stock and who therefore
received a Restricted Stock Award of 705 Restricted Shares shall, upon the
Company's granting of any bonus equal to or greater than $8,000 in any year,
receive 235 vested shares (one-third of the Restricted Stock Award) and cash in
the amount of the balance.

                  (2) If, in connection with services performed during any of
the years 1996, 1997 or 1998 the Compensation Committee awards a bonus to an
Award Recipient in an amount less than such Award Recipient's "target" bonus for
1993, such bonus shall be paid in cash and vested shares, each of which shall be
reduced on a pro-rata basis in relation to the shortfall from the 1993 "target"
award.

                  (3) A participant in the Plan ("Employee") has made a 50%
irrevocable election. For 1993 his "target" bonus is $8,000. Employee would be
granted 468 Restricted Shares (($8,000 x 3) x 50% - $25.50, rounded down to the
nearest whole number divisible by three).

                  Assume that in 1996 Employee exceeded all his goals for 1996
and the Company prospered. Employee is awarded a 1996 bonus of $10,000. He would
have all restrictions removed from 156 shares of stock (1/3 of 468) and would
receive $6022.00 in cash ($10,000 - (156 x $25.50)).

                  Assume that in 1997 Employee did not perform as well. He is
awarded a 1997 bonus of $4,000. Employee would have the restrictions removed on
78 shares ($2,000 -$25.50, rounded down to the nearest whole share), and would
receive $2,011.00 in cash ($4,000 - (78 x $25.50)). In 1998, Employee again does
well and receives a bonus for 1998 of $11,000. He would have the restrictions
removed on 156 shares and would receive $7,022.00 in cash ($11,000 - (156 x
$25.50)). The remaining 78 Restricted Shares would vest in the year 2002 (ten
years after grant) unless the Committee, in its discretion, caused them to vest
at an earlier date.

         (c) Pro Rata Acceleration of Vesting of Restricted Shares in the Event
of the Award Recipient's Death, Disability or Retirement. In the event of the
death, disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code) or retirement of 
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the Award Recipient after December 31, 1995, the Committee may, after
considering any recommendation of the President with respect to the performance
of such Award Recipient and of the Company for the portion of the then current
year prior to such death, disability or retirement, direct that the vesting with
respect to a pro rata portion of the Restricted Shares which would have become
vested had the employee worked the entire year shall be accelerated and such
Restricted Shares shall become fully vested. For example, assume that in the
example in the last paragraph of Section 5(b)(3), Employee died on July 1, 1998,
and the Compensation Committee in its discretion determined to award him a
partial-year 1998 bonus of $5,500, on the basis that had he worked the full year
his bonus would have been $11,000.00. His estate or, in the event Employee had
named a beneficiary under the Plan, his beneficiary would receive 78
unrestricted shares and $3,511.00 in cash ($5,500 - (78 x $25.50)).

         (d) Pro Rata Acceleration of Vesting of Restricted Shares in the Event
of a Change of Control. After December 31, 1995, in the event of, or upon the
date set by the Committee to be an accelerated vesting date in anticipation of,
a Change of Control, the Committee may, after considering any recommendation of
the Chairman and President with respect to the performance of such Award
Recipient and of the Company for the portion of the then current year prior to
such actual or anticipated Change of Control, direct that the vesting with
respect to a pro rata portion of the Restricted Shares which would have become
vested had the employee worked the entire year shall be accelerated and such
Restricted Shares shall become fully vested. A "Change of Control" shall be
deemed to have occurred upon the earliest to occur of the following events: (i)
the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) approve a plan or other arrangement pursuant
to which the Company will be dissolved or liquidated, or (ii) the date the
stockholders of the Company (or the Board of Directors, if stockholder action is
not required) approve a definitive agreement to sell or otherwise dispose of
substantially all of the assets of the Company, or (iii) the date the
stockholders of the Company (or the Board of Directors, if stockholder action is
not required) and the stockholders of the other constituent corporation (or its
board of directors if stockholder action is not required) have approved a
definitive agreement to merge or consolidate the Company with or into such other
corporation, other than, in either case, a merger or consolidation of the
Company in which holders of shares of the Company's Class A Common Stock
immediately prior to the merger or consolidation will have at least a majority
of the voting power of the surviving corporation's voting securities immediately
after the merger or consolidation, which voting securities are to be held in the
same proportion as such holders' ownership of Class A Common Stock of the
Company immediately before the merger or consolidation, or (iv) the date any
entity, person or group, within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Securities Exchange Act of 1934, as amended (other than (a) the
Company or any of its subsidiaries or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries or (b)
any person who, on the date the Plan is effective, shall have been the
beneficial owner of or have voting control over shares of Common Stock of the
Company possessing more than twenty-five percent (25%) of the aggregate voting
power of the Company's Common Stock) shall have become the 
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beneficial owner of, or shall have obtained voting control over, more than
twenty-five percent (25%) of the outstanding shares of the Company's Class A
Common Stock, or (v) the first day after the date this Plan is effective when
directors are elected such that a majority of the Board of Directors shall have
been members of the Board of Directors for less than two (2) years, unless the
nomination for election of each new director who was not a director at the
beginning of such two (2) year period was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of such period.

6. Forfeiture of Restricted Shares.

         All nonvested Restricted Shares shall be forfeited without the receipt
of any payment by the Award Recipient upon the last day of the Award Recipient's
employment with the Company or a subsidiary thereof, except to the extent that
the provisions of Sections 5(c) or 5(d) are applicable. Restricted Shares which
are forfeited may be cancelled by the Company without any action by the Award
Recipient.

7. Transfer of Restricted Shares.

         No Restricted Shares awarded under this Plan may be transferred,
pledged, or encumbered until such time as any such shares become vested.

8. Amendment of the Plan.

         The non-employee members of the Board of Directors of the Company may
amend this Plan from time to time in such manner as they may deem advisable. No
amendment to this Plan shall adversely affect any outstanding Restricted Stock
Award, however, without the consent of the Award Recipient.

9. No Continued Employment.

         The award of a Restricted Stock Award pursuant to this Plan shall not
be construed to imply or to constitute evidence of any agreement, express or
implied, on the part of the Company or any subsidiary thereof to retain the
Award Recipient in the employ of the Company or any subsidiary thereof, and each
such Award Recipient shall remain subject to discharge to the same extent as if
this Plan had not been adopted.

10. Withholding of Taxes.

         Whenever Restricted Shares vest or, if sooner, whenever an Award
Recipient must include the Restricted Shares in income for federal income tax
purposes, the Company shall have the right to (a) require the recipient to remit
or otherwise make available to the Company an amount sufficient to satisfy all
federal, state and/or local withholding tax requirements prior to the delivery
or transfer of any certificate or certificates for such Restricted Shares or (b)
take whatever action it deems necessary to 
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protect its interests with respect to tax liabilities, including, without
limitation, redeeming a portion of any Restricted Shares otherwise deliverable
pursuant to this Plan with a then fair market value equal to such tax
liabilities. The Company's obligation to make any delivery or transfer of vested
Restricted Shares shall be conditioned on the Award Recipient's compliance with
any withholding requirement to the Company's satisfaction.

11. Establishment of Rules by the Committee.

         The Committee shall have the authority to establish rules with respect
to the Company's obligations in connection with the withholding requirements
described in Section 10 so as to insure compliance with Rule 16b-3(e) of the
Securities Exchange Act of 1934.

12. Dividend and Other Rights.

         During the period from the date a Restricted Stock Award is granted to
the date Restricted Shares are vested, the Award Recipient will be entitled to
all rights of a holder of the Class B Common Stock of the Company, including the
right to receive dividends declared on such shares, as paid.

13. Stock Certificates.

         The stock certificate(s) evidencing a Restricted Stock Award shall be
registered in the name of the Award Recipient and shall bear a legend referring
to the terms, conditions and restrictions applicable to such shares. The
Committee shall direct the Company to either retain physical possession or
custody of or place into escrow the certificate(s) evidencing the Restricted
Shares until such time as such shares are vested.