AMENDMENT TO
CHANGE IN CONTROL SEVERANCE AGREEMENT
WHEREAS, Xxxxxx X. Xxxxxx (the "Executive") and Metris
Companies, Inc. (the "Company") (collectively, the "Parties") have entered into
a Change of Control Severance Agreement dated May 15, 1998 (the "Agreement");
and
WHEREAS, Section 10.6 of the Agreement provides that such
Agreement may be amended by written instrument executed by the Company and the
Executive; and
WHEREAS, the Parties desire to amend the Agreement in certain
respects;
NOW THEREFORE, the Agreement is hereby amended, effective
December 9, 1998, as follows:
1. Section 2.6 of the Agreement is hereby amended to provide
that the transaction effected by the document entitled "Securities Purchase
Agreement between Metris Companies Inc. and Xxxxxx X. Xxx Equity Fund IV, L.P.,"
dated November 13, 1998 (the "Securities Purchase Agreement") shall not
constitute a "Change in Control" for purposes of paragraph a. of such section.
2. Section 2.6 of the Agreement is hereby further amended to
provide that any director elected pursuant to Section 5.04 of the Securities
Purchase Agreement shall not be treated as an "Incumbent Director" for purposes
of paragraph b. of Section 2.6 of the Agreement.
3. Paragraph b. of Section 2.6 of the Agreement is hereby
further amended to provide that the term "Effective Date" shall, for purposes of
the transaction effected by the Securities Purchase Agreement, mean the date on
which securities are first acquired by Xxxxxx X. Xxx Equity Fund IV, L.P.
("Xxx") pursuant to such agreement.
Notwithstanding the foregoing, nothing herein shall in any
manner adversely affect any of the Executive's other rights under the Agreement,
including but not limited to rights triggered in connection with a "Change in
Control" as defined in Section 2.6.b. of the Agreement in the event that
incumbent directors cease for any reason to constitute a majority of the board,
as provided for therein.
IN WITNESS WHEREOF, the Executive and the Company have
executed this Agreement as of December 9, 1998.
/s/Xxxxxx X. Xxxxxx
METRIS COMPANIES INC.
By: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
