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FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

REVOCATION AND APPOINTMENT
OF
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby revokes and rescinds
the Power of Attorney dated September 8, 2006, which appointed Alan M. Utay,
Leigh Ann K. Epperson and Jeanette P. Fitzgerald as attorneys-in-fact, for
purposes of completing, executing and filing any applicable Forms 3, 4, 5
or 144 as further set out in that Power of Attorney.

Know all by these presents, that the undersigned hereby constitutes and
appoints Leigh Ann K. Epperson and Cynthia L. Hageman as the undersigned's
true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Alliance Data Systems Corporation
(the "Company"), any filing in connection with the undersigned's holdings
of or transactions in securities issued by the Company, including but not
limited to, Forms 3, 4 or 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the rules thereunder, or
Form 144 in accordance with Rule 144 of the Securities Act of 1933, as
amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form,
including but not limited to, Forms 3, 4, 5 or 144, and timely file such
form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this power of attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power
of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply
with the Securities Exchange Act of 1934, as amended, or the Securities
Act of 1933, as amended.

This power of attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5, or 144, or any
other form with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this power of attorney
to be executed as of this 18th day of February, 2011.


/s/ Bryan A. Pearson
Printed Name:   Bryan A. Pearson