0000950134-05-004775 Sample Contracts

METRIS COMPANIES INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • March 11th, 2005 • Metris Companies Inc • Personal credit institutions • Minnesota

THIS AGREEMENT dated as of April 21, 1998 is made between METRIS COMPANIES INC., a Delaware corporation having its principal place of business in St. Louis Park, Minnesota (the “Company”), and Matthew Melius (the “Executive”), a resident of the State of Minnesota.

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Credit Agreement • March 11th, 2005 • Metris Companies Inc • Personal credit institutions

SECOND AMENDMENT dated as of March 1, 2005 (this “Amendment”) to the Senior Secured Credit Agreement dated as of May 6, 2004, as amended by First Amendment dated as of December 21, 2004 (the “Credit Agreement”), among Metris Companies Inc., a Delaware corporation (the “Borrower”), the lenders signatory hereto (the “Required Lenders”), and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent” and “Collateral Agent”).

METRIS COMPANIES INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • March 11th, 2005 • Metris Companies Inc • Personal credit institutions • Minnesota

THIS AGREEMENT dated as of ___, ___is made between METRIS COMPANIES INC., a Delaware corporation having its principal place of business in Minnetonka, Minnesota (the “Company”), and «FirstName» «MI» «LastName»(the “Executive”), a resident of the State of «State1».

AMENDMENT NO. 1 TO CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • March 11th, 2005 • Metris Companies Inc • Personal credit institutions

WHEREAS, Matthew S. Melius (“Executive”) and Metris Companies Inc. (“Company”) (collectively, the “Parties”) entered into a Change of Control Severance Agreement dated April 21, 1998 (“Agreement”); and

METRIS COMPANIES INC. LONG-TERM INCENTIVE AND STOCK OPTION PLAN RESTRICTED STOCK UNIT AGREEMENT
Metris Companies • March 11th, 2005 • Metris Companies Inc • Personal credit institutions • Minnesota

THIS AGREEMENT made as of the «Grant_Day»th day of «Grant_Month», «Grant_Year», between Metris Companies Inc., a Delaware corporation with its principal office in Minnetonka, Minnesota (“Company”) and «First» «MI» «Last» (“Grantee”). This Agreement may be supplemented from time to time by the grant of additional awards which shall be detailed in Addenda to this Agreement.

Contract
Credit Agreement • March 11th, 2005 • Metris Companies Inc • Personal credit institutions

FIRST AMENDMENT dated as of December 21, 2004 (this “Amendment”) to the Senior Secured Credit Agreement dated as of May 6, 2004 (the “Credit Agreement”), among Metris Companies Inc., a Delaware corporation (the “Borrower”), the lenders signatory hereto (the “Required Lenders”), and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent” and “Collateral Agent”).

AMENDMENT NO. 1 TO CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • March 11th, 2005 • Metris Companies Inc • Personal credit institutions

WHEREAS, William A. Houlihan (“Executive”) and Metris Companies Inc. (“Company”) (collectively, the “Parties”) entered into a Change of Control Severance Agreement dated October 21, 2004 (“Agreement”); and

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