SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED

                                CREDIT AGREEMENT



         This Second Amendment (this "Amendment") to the Amended and Restated

Senior Secured Credit Agreement referenced below is entered into as of September

30, 2003, 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").



                                R E C I T A L S:



         WHEREAS, the Borrower, the Lenders, the Administrative Agent, and the

Collateral Agent, are parties to the Amended and Restated Senior Secured Credit

Agreement, dated as of June 18, 2003, as amended by the First Amendment to the

Credit Agreement, dated as of July 29, 2003 (as so amended, the "Credit

Agreement") providing for the extension of credit to Borrower in the form of a

term loan in the aggregate principal amount of $125,000,000;



         WHEREAS, Metris Warranty Services of Florida, Inc. ("MWSF") entered

into a security agreement (the "MWSF Security Agreement") pursuant to which it

granted to the Collateral Agent for the benefit of the Lenders a security

interest in substantially all of its assets;



         WHEREAS, the Borrower and MWSF have requested that certain property of

MWSF be released from the security interest granted by the MWSF Security

Agreement and that certain related provisions of the Credit Agreement be

amended;



         NOW, THEREFORE, in consideration of the mutual covenants and

undertakings herein contained, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto

hereby agree as follows:



         1. Amendments to Credit Agreement.



                  1.1. Amendment to Section 5.14 of the Credit Agreement.

         Section 5.14 of the Credit Agreement is hereby amended and restated to

         read in its entirety as follows:



                           Section 5.14. Additional Accounts. Deliver a control

                  agreement, in form and substance reasonably satisfactory to

                  the Required Lenders, prior to the establishment of any

                  deposit account or securities account established after the

                  Effective Date, other than (a) deposit accounts or securities

                  accounts exclusively related to Receivables Transfer Programs,

                  and (b)only to the extent of the first Five Hundred Thousand

                  Dollars ($500,000) credited thereto, that certain securities

                  account described as Money Market Fund A/C 5820-1737 held by

                  U.S. Bancorp in the name of Metris Warranty Services of

                  Florida, Inc., or any replacement thereof (the "MWSF

                  Regulatory Compliance Account"). The Borrower agrees to

                  promptly deliver, or cause to be delivered, to the

                  Administrative Agent a copy of all statements, confirmations,

                  and correspondence concerning the MWSF Regulatory Compliance

                  Account.



{PAGE}



                  1.2. Amendment to Section 6.12 of the Credit Agreement.

         Section 6.12 of the Credit Agreement is hereby amended by adding a new

         clause (h) thereto, to read as follows:



                           (h) the MWSF Regulatory Compliance Account (as

                  defined in Section 5.14 hereof);provided that, notwithstanding

                  anything in this Agreement to the contrary, the Borrower shall

                  not, nor shall it permit or cause any subsidiary to, grant any

                  Lien on the MWSF Regulatory Compliance Account or any property

                  or deposit therein or credited thereto except to the

                  Collateral Agent.



         2. All capitalized terms used herein, unless otherwise defined herein,

have the same meanings provided herein or in the Credit Agreement.



         3. This Amendment is limited precisely as written and shall not be

deemed to (a) be a consent to a waiver or any other term or condition of the

Credit Agreement, the other Loan Documents or any of the documents referred to

therein or executed in connection therewith or (b) prejudice any right or rights

the Lenders may now have or may have in the future under or in connection with

the Credit Agreement, the other Loan Documents or any documents referred to

therein or executed in connection therewith. Whenever the Credit Agreement is

referred to in the Credit Agreement or any of the instruments, agreements or

other documents or papers executed and delivered in connection therewith, it

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