AMENDMENT TO TAX SHARING AGREEMENT


         This  agreement  made as of  January 1,  1998,  amends the Tax  Sharing
Agreement (the "Original  Agreement") dated as of October 31, 1996, entered into
by Fingerhut Companies, Inc. ("FCI"), Metris Companies Inc. ("Metris"),  and the
Metris  Affiliates  (as  defined  therein).  All terms used herein have the same
meaning as in the Original Agreement.

         WHEREAS FCI has  submitted a request for a private  letter  ruling from
the Internal Revenue Service in connection with the spin-off of the Metris Group
to FCI's public shareholders; and

         WHEREAS FCI intends to consummate the spin-off upon receiving such
ruling; and

         WHEREAS FCI has caused the restructuring of the Metris Group; and

         WHEREAS  the  members of the  Consolidated  Group  desire to update and
expand the scope of the Original  Agreement and to allocate the Tax liabilities,
if any, resulting form the spin-off;

         NOW,  THEREFORE,  the Original  Agreement is hereby amended as follows,
and the following  amendments  shall be effective as if included in the Original
Agreement:

(1)      Section 1.12 is amended to read as follows:

1.12     .    "METRIS AFFILIATE" means any corporation or other entity directly
or indirectly owned or controlled by Metris and which is includible in the
Metris Group.

(2) Section 1.27 is amended to read as follows:

1.27.         "TAXES" means Federal Income Taxes and Non-Federal Domestic Taxes.

(3)      The following definitions are added to Section 1, and all definitions
in Section 1 are renumbered in alphabetical order:

1.6           "CONTRIBUTION" has the meaning provided in the IRS Ruling Request.

1.9           "DISTRIBUTIONS"  means the  transaction  pursuant to which the FCI
              Group will distribute its entire interest in Metris,  representing
              83% of the common stock of Metris, to the shareholders of FCI on a
              pro-rata basis.

1.10          "DISTRIBUTION TAXES" means Taxes of any member of the Consolidated
              Group (as in existence on or prior to the date of the
              Distributions) resulting from, or arising in connection with, the
              failure of the Distributions to be tax-free to such member under
              Code Section 355 (including without limitation by reason of the
              application of Code Sections 355 (d) or(e)).

1.15          "IDEMNIFIYING PARTY" means a party from which indemnification is
              sought under Sections 2.4 or 2.5 of this Agreement.

1.16          "IRS RULING REQUEST" means the request for a private letter
              ruling, dated October 23, 1997 (including supplemental
              filings with respect thereto), that was submitted to the Internal
              Revenue Service in connection with the Distributions.

(4)      The following new Section 2.4 is added to the Original Agreement:

2.4           ADDITIONAL STATE, LOCAL AND FOREIGN TAXES.

(a)                   FCI GROUP LIABILITY FOR ADDITIONAL STATE, LOCAL AND
                      FOREIGN TAXES.  If one or more members of the FCI Group
                      engages (or is deemed to engage) in any activities in a
                      state, local or foreign taxing jurisdiction without the
                      consent of the Metris Group, the members of the FCI Group
                      shall be liable for and shall indemnify, defend, hold
                      harmless and make whole on an after-tax basis the members
                      of the Metris Group from and against any Non-Federal
                      Domestic Taxes or foreign taxes imposed on, or required to
                      be withheld by, any member of the Metris Group by
                      state, local or foreign taxing jurisdiction for any
                      taxable period (or portion thereof) beginning on or prior
                      to the date of the Distributions, if the relevant member
                      of the Metris Group would not have been liable for any
                      taxes of such type in such jurisdiction for the relevant
                      taxable period (or portion thereof) but for such
                      activities of member of the FCI Group in such
                      jurisdiction.  The preceding sentence shall also apply to
                      sales, use and value added taxes imposed on, or required
                      to be collected by, members of the Metris Group on sales
                      to third parties, but only for sales prior to 30 days
                      after the date that a taxing jurisdiction first claims in
                      writing that the Metris Group is liable for such taxes,
                      and thereafter the Metris Group shall be responsible
                      for charging such taxes to the third parties (but in no
                      event shall the preceding sentence apply to sales, use
                      and value added taxes with respect to sales after the date
                      of the Distributions).

(b)                   METRIS GROUP LIABILITY FOR ADDITIONAL STATE, LOCAL AND
                      FOREIGN TAXES.  If one or more members of the Metris
                      Group engages (or is deemed to engage) in any activities
                      in a state, local or foreign taxing jurisdiction
                      without the consent of the FCI Group, the members of the
                      Metris Group shall be liable for and shall indemnify,
                      defend, hold harmless and make whole on an after-tax basis
                      the members of the FCI Group from and against any
                      Non-Federal Domestic Taxes or foreign taxes imposed on,
                      or required to be withheld by, any member of the FCI
                      Group by such state, local or foreign taxing jurisdiction
                      for any taxable period (or portion thereof) beginning
                      on or prior to the date of the Distributions, if the
                      relevant member of the FCI Group would not have been
                      liable for any taxes of such type in such jurisdiction for
                      the relevant taxable period (or portion thereof) but
                      for such activities of members of the Metris Group in such
                      jurisdiction.  The preceding sentence shall also
                      apply to sales, use and value added taxes imposed on, or
                      required to be collected by, members of the FCI Group
                      on sales to third parties, but only for sales prior to 30
                      days after the date that a taxing jurisdiction first
                      claims in writing that the FCI Group is liable for such
                      taxes and thereafter the FCI Group shall be responsible
                      for charging such taxes to the third parties (but in no
                      event shall the preceding sentence apply to sales, use
                      and value added taxes with respect to sales after the date
                      of the Distributions).

(c)                   COOPERATION AND CONTESTS.  The FCI Group and the Metris
                      Group agree to keep each other fully informed and fully
                      cooperate with respect to any Audit or contest with a Tax
                      Authority relating to taxes indemnified under this
                      Section 2.4.  The indemnifying party or indemnified party
                      shall each notify the other within 15 business days
                      of receiving inquiries or information requests from an
                      applicable Tax Authority.  Both parties shall have the
                      right to participate in all activities and strategic
                      decisions relating to any such inquiry, request, Audit or
                      contest.  No such Audit or contest shall be settled
                      without the consent of the Indemnifying Party, which
                      consent shall not be unreasonably withheld.  Any
                      disagreements arising under this Section 2.4 shall be
                      settled pursuant to the procedures in Section 6.

(5)      The following new Section 2.5 is added to the Original Agreement:

2.5           DISTRIBUTION TAXES.

(a)                   FCI GROUP LIABILITY FOR CERTAIN  DISTRIBUTION  TAXES.  The
                      members  of the FCI Group  shall be  liable  for and shall
                      indemnify,  defend,  hold  harmless  and make whole on any
                      after-tax  basis the members of the Metris  Group from and
                      against  any   Distribution   Taxes  that  are   primarily
                      attributable to one or more of the following:

(1)                   any inaccurate statement or representation of fact or
                      intent (or omission to state a material fact) in the IRS
                      Ruling Request that relates to the FCI Group;

(2)                   any action or  omission by the FCI Group after the date of
                      filing  of the  IRS  Ruling  Request,  including,  but not
                      limited to, an  issuance of stock or stock  buyback by the
                      FCI Group following the Distributions;

(3)                   any acquisition of any stock or assets of the FCI Group by
                      one or more other persons prior to or following the
                      Distributions, except such an acquisition described in
                      Section 2.5 (b) (4) or in the IRS Ruling Request;

(4)                   any acquisition of any stock or assets of the Metris Group
                      by one or more persons  following  the  Distributions  if,
                      prior  to  the  Distributions,   any  formal  or  informal
                      negotiations  regarding  any  acquisition  of any stock or
                      assets of the  Metris  Group  (other  than by an  acquirer
                      contemplating  the  acquisition of  substantially  all the
                      stock or assets of the FCI Group) had occurred between any
                      such  persons and any member of the FCI Group  without the
                      knowledge  of the Chief  Executive  Officer  of the Metris
                      Group; or

(5)                   any issuance of stock by FCI, or change in ownership of
                      stock in FCI, that causes Code Section 355 (d) or
                      Section 355 (e) to apply to the Distributions.

(b)                   METRIS GROUP LIABILITY FOR CERTAIN DISTRIBUTION TAXES. The
                      members of the Metris  Group shall be liable for and shall
                      indemnify,  defend,  hold  harmless  and make  whole on an
                      after-tax  basis the  members  of the FCI  Group  from and
                      against  any   Distribution   Taxes  that  are   primarily
                      attributable to one or more of the following:

(1)                   any inaccurate statement or representation of fact or
                      intent (or omission to state a material fact) in the IRS
                      Ruling Request that relates to the Metris Group;

(2)                   any action or omission by the Metris Group after the date
                      of filing of the IRS Ruling Request, including, but
                      not limited to, an issuance of stock or stock buyback by
                      the Metris Group following the Distributions;

(3)                   any acquisition of any stock or assets of the Metris Group
                      by one or more other persons prior to or following
                      the Distributions, except such an acquisition described in
                      Section 2.5 (a) (4) or in the IRS Ruling Request;

(4)                   any acquisition of any stock or assets of the FCI Group by
                      one or more persons  following the Distributions if, prior
                      to the Distributions,  any formal or informal negotiations
                      regarding  any  acquisition  of any stock or assets of the
                      FCI Group had  occurred  between any such  persons and any
                      member of the Metris  Group  without the  knowledge of the
                      Chief Executive Officer of the FCI Group; or

(5)                   any issuance of stock by Metris, or change in ownership of
                      stock in Metris, that causes Code Section 355 (d) or
                      Section 355(e) to apply to the Distributions.

(c)                   JOINT  LIABILITY FOR  REMAINING  DISTRIBUTION  TAXES.  The
                      liability  for any  Distribution  Taxes not  allocated  by
                      Section  2.5 (a) or (b) shall be borne  equally by the FCI
                      Group and the Metris Group.

(d)                   COOPERATION AND CONTESTS.  The FCI Group and the Metris
                      Group agree to keep each other fully informed and fully
                      cooperate with respect to any Audit or contest with a Tax
                      Authority relating to Distribution Taxes.  Each party
                      shall notify the other within 15 business days of
                      receiving inquiries or information requests concerning
                      Distribution Taxes from an applicable Tax Authority.
                      Both parties shall have the right to participate in all
                      activities and strategic decisions relating to any such
                      inquiry, request, Audit or contest.  No such Audit or
                      contest shall be settled without the consent of the
                      Indemnifying Party, which consent shall not be
                      unreasonably withheld.  Any disagreements arising under
                      this Section 2.5 shall be settled pursuant to the
                      procedures in Section 6.

(e)                   TREATMENT OF PAYMENTS.  The parties agree that for all tax
                      and  financial   accounting  purposes  any  payments  made
                      pursuant   to  this   Section  2.5  shall  be  treated  as
                      nontaxable payment (dividends or capital contributions, as
                      the   case  may  be)   made   immediately   prior  to  the
                      Distributions.

(f)                   APPLICABILITY.  The provisions of this Section 2.5 shall
                      apply notwithstanding any other provisions of this
                      Agreement.

(6)           Section  4.1 is  amended  by (1) in the  first  sentence  thereof,
              deleting  "Until  Deconsolidation,"  and (2)  amending  the second
              sentence thereof to read as follows:  "FCI shall have the sole and
              exclusive  responsibility  for the  preparation  and filing of any
              Consolidated Return or Combined Return for all Pre-Deconsolidation
              Periods and Straddle  Periods,  except that separate Federal legal
              entity  returns and  schedules  and  separate  state legal  entity
              returns and  schedules  shall be prepared by the Metris  Group for
              members of the Metris Group."

         IN WITNESS WHEROF, each of the parties hereto has caused this agreement
to be executed by a duly authorized officer as of the date first above written.


                           FINGERHUT COMPANIES, INC.

                           By:/s/  Gerald T. Knight
                           Title: Executive Vice President and CFO


                           METRIS COMPANIES INC.


                           By:/s/  Robert W. Oberrender
                           Title: Chief Financial Officer