Exhibit 10.h
                                
                      METRIS COMPANIES INC.
                                
            LONG-TERM INCENTIVE AND STOCK OPTION PLAN


1.   Purpose of Plan.

     This Plan shall be known as the "METRIS COMPANIES INC. LONG-
TERM INCENTIVE AND STOCK OPTION PLAN" and is hereinafter referred
to as the "Plan." The purpose of the Plan is to aid in
maintaining and developing personnel capable of ensuring the
future success of Metris Companies Inc., a Delaware corporation
(the "Company"), to offer such personnel additional incentives to
put forth maximum efforts for the success of the business, and to
afford them an opportunity to acquire a proprietary interest in
the Company through stock options and other long-term incentive
awards as provided herein.  Options granted under this Plan may
be either incentive stock options ("Incentive Stock Options"')
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"'), or stock options which do not
qualify as Incentive Stock Options ("Nonqualified Stock
Options").  Awards granted under this Plan may be stock
appreciation rights, restricted stock or performance awards as
hereinafter described.

2.   Stock Subject to Plan.

     Subject to the provisions of Section 15 hereof, the stock to
be subject to options or other awards under the Plan shall be the
Company's common stock, $.01 par value (the "Common Stock").
Subject to adjustment as provided in Section 15 hereof, the
maximum number of shares on which options may be exercised or
other awards issued under this Plan shall be 1,860,000 shares.
If an option or award under the Plan expires, or for any reason
is terminated or unexercised with respect to any shares, such
shares shall again be available for options or awards thereafter
granted during the term of the Plan.

3.   Administration of Plan.

     (a)  The Plan shall be administered by the Compensation
Committee of the Board of Directors (the "Committee") which shall
be a committee comprised of not less than two directors appointed
from time to time by the Board of Directors.  Each member of the
Committee shall be a "Non-Employee Director" within the meaning
of Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
or any successor rule or regulation ("Rule 16b-3") and an
"outside director" within the meaning of Section 162(m) of the
Code.

     (b)  The Committee shall have plenary authority in its
discretion, but subject to the express provisions of the Plan:
(i) to determine the purchase price of the Common Stock covered
by each option or award, (ii) to determine the individuals to
whom and the time or times at which such options and awards shall
be granted and the number of shares to be subject to each, (iii)
to determine the form of payment to be made upon the exercise of
an SAR or in connection with performance awards, either cash,
Common Stock or a combination thereof, (iv) to determine the
terms of exercise of each option and award, (v) to accelerate the
time at which all or any part of an option or award may be
exercised, (vi) to amend or modify the terms of any option or
award with the consent of the optionee, (vii) to interpret the
Plan, (viii) to prescribe, amend and rescind rules and
regulations relating to the Plan, (ix) to determine the terms and
provisions of each option and award agreement under the Plan
(which agreements need not be identical), including the
designation of those options intended to be Incentive Stock
Options, and (x) to make all other determinations necessary or
advisable for the administration of the Plan, subject to the
exclusive authority of the Board of Directors under Section 16
hereof to amend or terminate the Plan.  The Committee's
determinations on the foregoing matters, unless otherwise
disapproved by the Board of Directors of the Company, shall be
final and conclusive.

4.   Eligibility.

     Incentive Stock Options may only be granted under this Plan
to any full or part-time employee (which term as used herein
includes, but is not limited to, officers and directors who are
also employees) of the Company and of its present and future
subsidiary corporations within the meaning of Section 424(f) of
the Code (herein called "subsidiaries").  Full or part-time
employees, consultants or independent contractors to the Company
or one of its subsidiaries and full and part-time employees of
any subsidiary of Fingerhut Companies, Inc. shall be eligible to
receive Nonqualified Stock Options and awards.  In determining
the persons to whom options and awards shall be granted and the
number of shares subject to each, the Committee may take into
account the nature of services rendered by the respective
employees or consultants, their present and potential
contributions to the success of the Company and such other
factors as the Committee in its discretion shall deem relevant.
A person who has been granted an option or award under this Plan
may be granted additional options or awards under the Plan if the
Committee shall so determine; provided, however, that for
Incentive Stock Options granted after December 31, 1986, to the
extent the aggregate fair market value (determined at the time
the Incentive Stock Option is granted) of the Common Stock with
respect to which all Incentive Stock Options are exercisable for
the first time by an employee during any calendar year (under all
plans described in subsection (d) of Section 422 of the Code of
his employer corporation and its parent and subsidiary
corporations) exceeds $100,000, such options shall be treated as
Nonqualified Stock Options.  Nothing in the Plan or in any
agreement thereunder shall confer on any employee any right to
continue in the employ of the Company or any of its subsidiaries
or affect, in any way, the right of the Company or any of its
subsidiaries or Fingerhut Companies, Inc. or any of its
subsidiaries to terminate his or her employment at any time.

5.   Price.

     The option price for all Incentive Stock Options granted
under the Plan shall be determined by the Committee but shall not
be less than 100% of the fair market value per share of Common
Stock at the date of grant of such option.  The option price for
Nonqualified Stock Options granted under the Plan and, if
applicable, the price for all awards shall also be determined by
the Committee.  For purposes of the preceding sentence and for
all other valuation purposes under the Plan, the fair market
value of the Common Stock shall be as reasonably determined by
the Committee.  If on the date of grant of any option or award
hereunder the Common Stock is not traded on an established
securities market, the Committee shall make a good faith attempt
to satisfy the requirements of this Section 5 and in connection
therewith shall take such action as it deems necessary or
advisable.

6.   Term.

     Each option and award and all rights and obligations
thereunder shall expire on the date determined by the Committee
and specified in the option or award agreement.  The Committee
shall be under no duty to provide terms of like duration for
options or awards granted under the Plan, but the term of an
Incentive Stock Option may not extend more than ten (10) years
from the date of grant of such option and the term of options
granted under the Plan which do not qualify as Incentive Stock
Options may not extend more than fifteen (15) years from the date
of granting of such option.

7.   Exercise of Option or Award.

     (a)  The Committee shall have full and complete authority to
determine whether an option or award will be exercisable in full
at any time or from time to time during the term thereof, or to
provide for the exercise thereof in such installments, upon the
occurrence of such events (such as termination of employment for
any reason) and at such times during the term of the option as
the Committee may determine and specify in the option or award
agreement.

     (b)  The exercise of any option or award granted hereunder
shall only be effective at such time that the sale of Common
Stock pursuant to such exercise will not violate any state or
federal securities or other laws.

     (c)  An optionee or grantee electing to exercise an option
or award shall give written notice to the Company of such
election and of the number of shares subject to such exercise.
The full purchase price of such shares shall be tendered with
such notice of exercise.  Payment shall be made to the Company in
cash (including bank check, certified check, personal check, or
money order), or, at the discretion of the Committee and as
specified by the Committee, (i) by delivering certificates for
Common Stock already owned by the optionee or grantee having a
fair market value as of the date of grant equal to the full
purchase price of the shares, or (ii) by delivering the
optionee's or grantee's promissory note, which shall provide for
interest at a rate not less than the minimum rate required to
avoid the imputation of income, original issue discount or a
below-market-rate loan pursuant to Sections 483, 1274 or 7872 of
the Code or any successor provisions thereto, or (iii) a
combination of cash, the optionee's or grantee's promissory note
and such shares.  The fair market value of such tendered shares
shall be determined as provided in Section 5 hereof.  The
optionee's or grantee's promissory note shall be a full recourse
liability of the optionee and may, at the discretion of the
Committee, be secured by a pledge of the shares being purchased.
Until such person has been issued the shares subject to such
exercise, he or she shall possess no rights as a shareholder with
respect to such shares.

     (d)  The Committee may grant "restoration" options,
separately or together with another option, pursuant to which,
subject to the terms and conditions established by the Committee
and any applicable requirements of Rule 16b-3 promulgated under
the Securities and Exchange Act of 1934 or any other applicable
law, the optionee would be granted a new option when the payment
of the exercise price of the option to which such "restoration"
option relates is made by the delivery of shares of Common Stock
owned by the optionee, as described in subsection (c) above,
which new option would be an option to purchase the number of
shares not exceeding the sum of (a) the number of shares of
Common Stock tendered as payment upon the exercise of the option
to which such "restoration" option relates and (b) the number of
shares of Common Stock, if any, tendered as payment of the amount
to be withheld under applicable income tax laws in connection
with the exercise of the option to which such "restoration"
option relates, as described in Section 11 hereof.  "Restoration"
options may be granted with respect to options previously granted
under this Plan or any prior stock option plan of the Company,
and may be granted in connection with any option granted under
this Plan at the time of such grant.  The purchase price of the
Common Stock under each such new option, and the other terms and
conditions of such option, shall be determined by the Committee
consistent with the provisions of the Plan.

8.   Stock Appreciation Rights.

     (a)  Grant.  At the time of grant of an option or award
under the Plan (or at any other time), the Committee, in its
discretion, may grant a stock appreciation right ("SAR")
evidenced by an agreement in such form as the Committee shall
from time to time approve.  Any such SAR may be subject to
restrictions on the exercise thereof as may be set forth in the
agreement representing such SAR, which agreement shall comply
with and be subject to the following terms and conditions and any
additional terms and conditions established by the Committee that
are consistent with the terms of the Plan.

     (b)  Exercise.  An SAR shall be exercised by the delivery to
the Company of a written notice which shall state that the holder
thereof elects to exercise his or her SAR as to the number of
shares specified in the notice and which shall further state what
portion, if any, of the SAR exercise amount (hereinafter defined)
the holder thereof requests be paid in cash and what portion, if
any, is to be paid in Common Stock of the Company.  The Committee
promptly shall cause to be paid to such holder the SAR exercise
amount either in cash, in Common Stock of the Company, or any
combination of cash and shares as the Committee may by the holder
of the SAR or in the sole and absolute discretion of the
Committee.  The SAR exercise amount is the excess of the fair
market value of one share of Common Stock on the date of exercise
over the per share exercise price in respect of which the SAR was
granted, multiplied by the number of shares as to which the SAR
is exercised.  For the purposes hereof, the fair market value of
the Common Stock shall be determined as provided in Section 5
hereof.

9.   Restricted Stock Awards.

     Awards of Common Stock subject to forfeiture and transfer
restrictions may be granted by the Committee.  Any restricted
stock award shall be evidenced by an agreement in such form as
the Committee shall from time to time approve, which agreement
shall comply with and be subject to the following terms and
conditions and any additional terms and conditions established by
the Committee that are consistent with the terms of the Plan:

     (a)  Grant of Restricted Stock Awards.  Each restricted
stock award made under the Plan shall be for such number of
shares of Common Stock as shall be determined by the Committee
and set forth in the agreement containing the terms of such
restricted stock award.  Such agreement shall set forth a period
of time during which the grantee must remain in the continuous
employment of the Company in order for the forfeiture and
transfer restrictions to lapse.  If the Committee so determines,
the restrictions may lapse during such restricted period in
installments with respect to specified portions of the shares
covered by the restricted stock award.  The agreement may also,
in the discretion of the Committee, set forth performance or
other conditions that will subject the Common Stock to forfeiture
and transfer restrictions.  The Committee may, at its discretion,
waive all or any part of the restrictions applicable to any or
all outstanding restricted stock awards.
     
     (b)  Delivery of Common Stock and Restrictions.  At the time
of a restricted stock award, a certificate representing the
number of shares of Common Stock awarded thereunder shall be
registered in the name of the grantee.  Such certificate shall be
held by the Company or any custodian appointed by the Company for
the account of the grantee subject to the terms and conditions of
the Plan, and shall bear such a legend setting forth the
restrictions imposed thereon as the Committee, in its discretion,
may determine.  The grantee shall have all rights of a
shareholder with respect to the Common Stock, including the right
to receive dividends and the right to vote such shares, subject
to the following restrictions: (i) the grantee shall not be
entitled to delivery of the stock certificate until the
expiration of the restricted period and the fulfillment of any
other restrictive conditions set forth in the restricted stock
agreement with respect to such Common Stock; (ii) none of such
shares may be sold, assigned, transferred, pledged, hypothecated
or otherwise encumbered or disposed of during such restricted
period or until after the fulfillment of any such other
restrictive conditions; and (iii) except as otherwise determined
by the Committee, all of the Common Stock shall be forfeited and
all rights of the grantee to such Common Stock shall terminate,
without further obligation on the part of the Company, unless the
grantee remains in the continuous employment of the Company or
any subsidiary of the Company or any other subsidiary of
Fingerhut Companies, Inc. for the entire restricted period in
relation to which such Common Stock was granted and unless any
other restrictive conditions relating to the restricted stock
award are met.  Any Common Stock, any other securities of the
Company and any other property (except for cash dividends)
distributed with respect to the Common Stock subject to
restricted stock awards shall be subject to the same
restrictions, terms and conditions as such restricted Common
Stock.
     
     (c)  Termination of Restrictions.  At the end of the
restricted period and provided that any other restrictive
conditions of the restricted stock award are met, or at such
earlier time as otherwise determined by the Committee, all
restrictions set forth in the agreement relating to the
restricted stock award or in the Plan shall lapse as to the
restricted Common Stock subject thereto, and a stock certificate
for the appropriate number of shares of Common Stock, free of the
restrictions and the restricted stock legend, shall be delivered
to the grantee or his beneficiary or estate, as the case may be.
If the Common Stock is traded on a securities exchange, the
Company shall not be required to deliver such certificates until
such shares have been admitted for trading on such securities
exchange.
     
10.  Performance Awards.

     The Committee is further authorized to grant Performance
Awards.  Subject to the terms of this Plan and any applicable
award agreement, a Performance Award granted under the Plan (i)
may be denominated or payable in cash, Common Stock (including,
without limitation, restricted stock), other securities, other
awards, or other property and (ii) shall confer on the holder
thereof rights valued as determined by the Committee, in its
discretion, and payable to, or exercisable by, the holder of the
Performance Award, in whole or in part, upon the achievement of
such performance goals during such performance periods as the
Committee, in its discretion, shall establish.  Subject to the
terms of this Plan and any applicable award agreement, the
performance goals to be achieved during any performance period,
the length of any performance period, the amount of any
Performance Award granted, and the amount of any payment or
transfer to be made by the grantee and by the Company under any
Performance Award shall be determined by the Committee.

11.  Income Tax Withholding.

     In order to comply with all applicable federal or state
income tax laws or regulations, the Company may take such action
as it deems appropriate to ensure that all applicable federal or
state payroll, withholding, income or other taxes, which are the
sole and absolute responsibility of an optionee or grantee under
the Plan, are withheld or collected from such optionee or
grantee.  In order to assist an optionee or grantee in paying all
federal and state taxes to be withheld or collected upon exercise
of an option or award which does not qualify as an Incentive
Stock Option hereunder, the Committee, in its absolute discretion
and subject to such additional terms and conditions as it may
adopt, may permit the optionee or grantee to satisfy such tax
obligation by (i) electing to have the Company withhold a portion
of the shares otherwise to be delivered upon exercise of such
option or award with a fair market value, determined in
accordance with Section 5 hereof, equal to such taxes or (ii)
delivering to the Company Common Stock other than the shares
issuable upon exercise of such option or award with a fair market
value, determined in accordance with Section 5 hereof, equal to
such taxes.
     
12.  Additional Restrictions.

     (a)  The Committee shall have full and complete authority to
determine whether all or any part of the Common Stock acquired
upon exercise of any of the options or awards granted under the
Plan shall be subject to restrictions on the transferability
thereof or any other restrictions affecting in any manner the
optionee's or grantee's rights with respect thereto, but any such
restriction shall be contained in the agreement relating to such
options or awards.
     
     (b)  No person, who is an employee of the Company at the
time of grant, may be granted any award or awards, the value of
which awards are based solely on an increase in the value of the
Common Stock after the date of grant of such awards, for more
than 675,000 shares, in the aggregate, in any one calendar year
period.  The foregoing annual limitation specifically includes
the grant of any awards representing "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code.
     
13.  Ten Percent Shareholder Rule.

     Notwithstanding any other provision in the Plan, if at the
time an option is otherwise to be granted pursuant to the Plan
the optionee owns directly or indirectly (within the meaning of
Section 424(d) of the Code) Common Stock of the Company
possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or its parent
or subsidiary corporations, if any (within the meaning of Section
422(b)(6) of the Code), then any Incentive Stock Option to be
granted to such optionee pursuant to the Plan shall satisfy the
requirements of Section 422(c)(5) of the Code, and the option
price shall be not less than 110% of the fair market value of the
Common Stock determined as described herein, and such option by
its terms shall not be exercisable after the expiration of five
(5) years from the date such option is granted.
     
14.  Non-Transferability.

     Except as otherwise determined by the Committee or in an
option or award agreement, no option or award granted under the
Plan shall be transferable by an optionee or grantee, otherwise
than by will or the laws of descent or distribution and during
the lifetime of an optionee or grantee, the option shall be
exercisable only by such optionee or grantee.  Notwithstanding
the foregoing, no Incentive Stock Option shall be transferable by
an optionee otherwise than by will or the laws of descent or
distribution.
     
15.  Dilution or Other Adjustments.

     If there shall be any change in the Common Stock through
merger, consolidation, reorganization, recapitalization, dividend
in the form of stock (of whatever amount), stock split or other
change in the corporate structure, appropriate adjustments in the
Plan and outstanding options and awards shall be made by the
Committee.  In the event of any such changes, adjustments shall
include, where appropriate, changes in the aggregate number of
shares subject to the Plan, the number of shares and the price
per share subject to outstanding options and awards and the
amount payable upon exercise of outstanding awards, in order to
prevent dilution or enlargement of option or award rights.
     
16.  Amendment or Discontinuance of Plan.

     Except to the extent prohibited by applicable law and unless
otherwise expressly provided in an option or award agreement or
in the Plan:

     (a)  Amendments to the Plan.  The Board of Directors of the
Company may amend, alter, suspend, discontinue or terminate the
Plan; provided, however, that, notwithstanding any other
provisions of the Plan or any option or award agreement, without
the approval of the shareholders of the Company, no such
amendment, alteration, suspension, discontinuation or termination
shall be made that, absent such approval:

          (i)  would violate the rules or regulations of the
     National Association of Securities Dealers, Inc. or The
     Nasdaq National Market or any other securities exchange that
     are applicable to the Company; or
     
          (ii) would cause the Company to be unable, under the
     Code, to grant Incentive Stock Options under the Plan.
     
     (b)  Amendments to Awards.  The Committee may waive any
conditions of or rights of the Company under any outstanding
option or award, prospectively or retroactively.  The Committee
may not amend, alter, suspend, discontinue or terminate any
outstanding option or award, prospectively or retroactively,
without the consent of the Participant or holder or beneficiary
thereof, except as otherwise herein provided.

     (c)  Correction of Defects, Omissions and Inconsistencies.
The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any option or award in
the manner and to the extent it shall deem desirable to carry the
Plan into effect.

17.  Time of Granting.

     Nothing contained in the Plan or in any resolution adopted
or to be adopted by the Board of Directors or by the shareholders
of the Company, and no action taken by the Committee or the Board
of Directors (other than the execution and delivery of an option
or award agreement), shall constitute the granting of an option
or award hereunder.
     
18.  Section 16(b) Compliance

     The Plan is intended to comply in all respects with Rule 16b-
3 or any successor provision, as in effect from time to time, and
in all events the Plan shall be construed in accordance with the
requirements of Rule 16b-3.  If any Plan provision does not
comply with Rule 16b-3 as hereafter amended or interpreted, the
provision shall be deemed inoperative.  The Board of Directors,
in its absolute discretion, may bifurcate the Plan so as to
restrict, limit or condition the use of any provision of the Plan
to participants who are officers or directors subject to Section
16 of the Securities and Exchange Act of 1934, as amended,
without so restricting, limiting or conditioning the Plan with
respect to other participants.

19.  Effective Date and Termination of Plan.

     (a)  The Plan shall be submitted to the shareholders of the
Company for their approval and adoption.
     
     (b)  Unless the Plan shall have been discontinued as
provided in Section 16 hereof, the Plan shall terminate October
30, 2006.  No option or award may be granted after such
termination, but termination of the Plan shall not, without the
consent of the optionee or grantee, alter or impair any rights or
obligations under any option or award theretofore granted.