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                                                                  EXHIBIT 4.7(c)



         AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of
February 20, 2002 by and among METRIS COMPANIES INC., a corporation duly
organized and existing under the laws of the State of Minnesota (the "Company"),
THE BANK OF NEW YORK, a banking corporation duly organized and existing under
the laws of the State of New York ("Prior Trustee") and US BANK NATIONAL
ASSOCIATION, a national banking association duly organized and existing under
the laws of the United States of America ("Successor Trustee").

                                    RECITALS:

         WHEREAS, the Company and Prior Trustee entered into a Trust Indenture
and the First Supplemental Indenture each dated as of July 13, 1999 and the
Second Supplemental Indenture dated as of January 2, 2001 (collectively, the
"Indenture");

         WHEREAS, the Senior Notes (as such term is defined in the Indenture)
were originally authorized and issued under the Indenture;

         WHEREAS, Section 7.08 of the Indenture provides that the Trustee may at
any time resign by giving written notice of such resignation to the Company with
such resignation to become effective upon the acceptance by a successor Trustee
of its appointment as a successor Trustee;

         WHEREAS, Section 7.08 of the Indenture provides that if the Trustee
shall resign, the Company shall appoint a successor Trustee;

         WHEREAS, Section 7.08 of the Indenture provides that any successor
Trustee appointed in accordance with the Indenture shall execute, acknowledge
and deliver to the Company and to its predecessor Trustee an instrument
accepting such appointment under the Indenture, and thereupon the resignation of
the predecessor Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all
rights, powers, duties and obligations of the predecessor Trustee;

         WHEREAS, the Company desires to appoint Successor Trustee as Trustee,
Paying Agent and Registrar to succeed Prior Trustee in such capacities under the
Indenture; and

         WHEREAS, Successor Trustee is willing to accept such appointment as
Successor Trustee, Paying Agent and Registrar under the Indenture;

         NOW, THEREFORE, the Company, Prior Trustee and Successor Trustee, for
and in consideration of the premises of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, hereby consent and
agree as follows:

                                    ARTICLE I

                                THE PRIOR TRUSTEE

         SECTION 1.01 Prior Trustee hereby resigns as Trustee under the
Indenture.

         SECTION 1.02 Prior Trustee hereby assigns, transfers, delivers and
confirms to Successor Trustee all right, title and interest of Prior Trustee in
and to the trusts of the Trustee under the Indenture and all the rights, powers
and trusts of the Trustee under the Indenture. Prior Trustee shall execute and


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deliver such further instruments and shall do such other things as Successor
Trustee may reasonably require so as to more fully and certainly vest and
confirm in Successor Trustee all the rights, powers and trust hereby assigned,
transferred, delivered and confirmed to Successor Trustee as Trustee, Paying
Agent and Registrar.

         SECTION 1.03 Resigning Trustee hereby represents and warrants to
Successor Trustee that:

(a) No covenant or condition contained in the Indenture has been waived by
Resigning Trustee or, to the best of the knowledge of the Responsible Officers
of Resigning Trustee's Corporate Trust Group, by the Holders of the percentage
in aggregate principal amount of the Bonds required by the Indenture to effect
any such waiver.

(b) There is no action, suit or proceeding pending or, to the best of the
knowledge of the Responsible Officers assigned to Resigning Trustee's Corporate
Trust Group, threatened against Resigning Trustee before any court or any
governmental authority arising out of any action or omission by Resigning
Trustee as Trustee under the Indenture.

(c) As of the effective date of this Agreement, Resigning Trustee will hold no
property under the Indenture.

(d) Pursuant to the Indenture, Resigning Trustee duly authenticated and
delivered, on July 13, 1999 aggregate principal amount of the Senior Notes,
$150,000,000 of which are outstanding as of the effective date hereof.

(e) Each person who so authenticated the Senior Notes was duly elected,
qualified and acting as an officer of Resigning Trustee and empowered to
authenticate the Senior Notes at the respective times of such authentication and
the signature of such person or persons appearing on such Senior Notes is each
such person's genuine signature.

(f) This Agreement has been duly authorized, executed and delivered on behalf of
Resigning Trustee and constitutes its legal, valid and binding obligation.

(g) To the best of the knowledge of the responsible Officers of the Resigning
Trustee's Corporate Trust Group, no event has occurred and is continuing which
is, or after notice or lapse of time would become, an Event of Default under
Section 6.01 of the Indenture or the First and Second Supplemental Indentures.

                                   ARTICLE II

                                   THE COMPANY

         SECTION 2.01 The Company hereby accepts the resignation of Prior
Trustee as Trustee, Paying Agent and Registrar under the Indenture.

         SECTION 2.02 All conditions relating to the appointment of US BANK
NATIONAL ASSOCIATION as Successor Trustee, Paying Agent and Registrar under the
Indenture have been met by the Company, and the Company hereby appoints
Successor Trustee as Trustee, Paying Agent and Registrar under the Indenture
with like effect as if originally named as Trustee, Paying Agent and Registrar
in the Indenture.



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         SECTION 2.03 The Company hereby represents and warrants to Prior and
Successor Trustee that:

(a) The Indenture was validly and lawfully executed and delivered by the Company
and the Senior Notes were validly issued by the Company.

(b) The Company has performed or fulfilled prior to the date hereof, and will
continue to perform and fulfill after the date hereof, each covenant, agreement,
condition, obligation and responsibility under the Indenture.

(c) No event has occurred and is continuing which is, or after notice or lapse
of time would become, an Event of Default under Section 6.01 of the Indenture.

(d) No covenant or condition contained in the Indenture has been waived by
Company or, to the best of Company's knowledge, by the Holders of the percentage
in aggregate principal amount of the Senior Notes. required to effect any such
waiver.

(e) There is no action, suite or proceeding pending or, to the best of Company's
knowledge, threatened against the Company before any court or any governmental
authority arising out of any action or omission by Company under the Indenture.

(f) This Agreement has been duly authorized, executed and delivered on behalf of
Company and constitutes its legal, valid and binding obligation.

(g) All conditions precedent relating to the appointment of US Bank National
Association as Trustee under the Indenture has been complied with by the
Company.


                                   ARTICLE III

                              THE SUCCESSOR TRUSTEE

         SECTION 3.01 Successor Trustee hereby represents and warrants to Prior
Trustee and to the Company that Successor Trustee is not disqualified to act as
Trustee under the Indenture.

         SECTION 3.02 Successor Trustee hereby accepts its appointment as
Successor Trustee, Paying Agent and Registrar under the Indenture and accepts
the rights, powers, duties and obligations of Prior Trustee as Trustee, Paying
Agent and Registrar under the Indenture, upon the terms and conditions set forth
therein, with like effect as if originally named as Trustee, Paying Agent and
Registrar under the Indenture.


                                   ARTICLE IV

                                  MISCELLANEOUS

         SECTION 4.01 This Agreement and the resignation, appointment and
acceptance effected hereby shall be effective as of the opening of business on
February 20, 2002.

         SECTION 4.02 This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of laws principles thereof.


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         SECTION 4.03 This Agreement may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation
Appointment and Acceptance to be duly executed and acknowledged all as of the
day and year first above written.


                                       METRIS COMPANIES INC.
                                                as Company


                                       By: /s/ Ralph A. Than
                                           ------------------------------------
                                       Name:    Ralph A. Than
                                       Title:  Senior Vice President, Treasurer




                                       THE BANK OF NEW YORK
                                                as Prior Trustee


                                       By:  /s/ Mary LaGumina
                                           ------------------------------------
                                       Name:  Mary LaGumina
                                       Title: Vice President




                                       US BANK NATIONAL ASSOCIATION
                                                as Successor Trustee


                                       By:  /s/ Shannon M. Rantz
                                           ------------------------------------
                                       Name: Shannon M. Rantz
                                       Title: Assistant Vice President



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