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                                                                    EXHIBIT 10.2

             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.

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                  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
shall be deemed to mean the Credit Agreement, as the case may be, as modified by
this Amendment.

         4. This Amendment is a document executed pursuant to the Credit
Agreement and shall (unless otherwise expressly indicated therein) be construed,
administered or applied in accordance with the terms and provisions thereof.

         5. This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement. The parties may
execute facsimile copies of this Amendment and the facsimile signature of any
such party shall be deemed an original and fully binding on said party.

         6. This Amendment shall be governed and construed in accordance with
the applicable terms and provisions of Section 9.07 (Applicable Law) of the
Credit Agreement, which terms and provisions are incorporated herein by
reference.

         7. Except as hereby amended, no other term, condition or provision of
the Credit Agreement shall be deemed modified or amended, and this Amendment
shall not be considered a novation.

         8. The Required Lenders hereby direct and instruct the Administrative
Agent and Collateral Agent, as applicable, to execute this Amendment and to
release the MWSF Regulatory Compliance Account from the security interest
granted under the MWSF Security Agreement in accordance with the terms and
conditions of this Amendment.

         9. The UCC-3 in the form attached to this Amendment is hereby
authorized to be filed in the office of the Secretary of State of the State of
Florida to effect such release.


                                       2
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         10. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

      [Remainder of Page Intentionally Left Blank. Signature Pages Follow.]


                                       3
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         IN WITNESS WHEREOF, the Borrower, the Required Lenders, the
Administrative Agent and the Collateral Agent have caused this Second Amendment
to the Amended and Restated Credit Agreement to be duly executed by their
respective authorized officers as of the day and year first written above.

                                      METRIS COMPANIES INC., as Borrower


                                      By:
                                          ------------------------------------
                                      Name:  Scott R. Fjellman
                                      Title: Senior Vice President and Treasurer



[Signature Pages to Second Amendment to Amended and Restated Senior Secured
Credit Agreement]
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                                      DEUTSCHE BANK TRUST COMPANY
                                      AMERICAS, as Collateral
                                      Agent for the Lenders,
                                      Secured Party and
                                      Securities Intermediary


                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------


                                      DEUTSCHE BANK TRUST COMPANY
                                      AMERICAS, as Administrative
                                      Agent for the Lenders,
                                      Secured Party and
                                      Securities Intermediary


                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------



[Signature Pages to Second Amendment to Amended and Restated Senior Secured
Credit Agreement]
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                                      HIGH YIELD PORTFOLIO, a series of Income
                                      Trust, as Lender


                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------


                                      AXP VARIABLE PORTFOLIO - HIGH YIELD BOND
                                      FUND, a series of AXP Variable Portfolio
                                      Income Series, Inc., as Lender

                                      (F/K/A AXP VARIABLE PORTFOLIO - EXTRA
                                      INCOME FUND, a series of AXP Variable
                                      Portfolio Income Series, Inc.)


                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------



[Signature Pages to Second Amendment to Amended and Restated Senior Secured
Credit Agreement]
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                                      DK ACQUISITION PARTNERS, L.P., as Lender

                                      By:M.H. Davidson & Co., its General
                                      Partner


                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------



[Signature Pages to Second Amendment to Amended and Restated Senior Secured
Credit Agreement]
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                                      PERRY PRINCIPALS INVESTMENTS, L.L.C., as
                                      Lender


                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------



[Signature Pages to Second Amendment to Amended and Restated Senior Secured
Credit Agreement]
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                                      THE VARDE FUND V, L.P., a Delaware limited
                                      partnership

                                      By: The Varde Fund V, G.P. LLC, a Delaware
                                      limited liability company, its General
                                      Partner

                                      By: Varde Partners, L.P., a Delaware
                                      limited partnership, its Managing Member

                                      By: Varde Partners, Inc., a Delaware
                                      corporation, its General Partner


                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------



[Signature Pages to Second Amendment to Amended and Restated Senior Secured
Credit Agreement]
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                                      YORK CAPITAL MANAGEMENT, L.P., as Lender


                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------



[Signature Pages to Second Amendment to Amended and Restated Senior Secured
Credit Agreement]
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                                      KZM SOLEIL-2 LLC, as Lender


                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------



                                      GALAXY 1999-1, LTD., as Lender

                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------


                                      SUNAMERICA LIFE INSURANCE COMPANY, as
                                      Lender


                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------



[Signature Pages to Second Amendment to Amended and Restated Senior Secured
Credit Agreement]
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                                      SATELLITE SENIOR INCOME FUND, LLC, as
                                      Lender


                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------






[Signature Pages to Second Amendment to Amended and Restated Senior Secured
Credit Agreement]
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                                      SPCP GROUP LLC, as Lender

                                      By: SILVER POINT CAPITAL LP its managing
                                      member


                                      By:
                                         ------------------------------------
                                      Name:
                                            ---------------------------------
                                      Title:
                                             --------------------------------


[Signature Pages to Second Amendment to Amended and Restated Senior Secured
Credit Agreement]