AMENDMENT, dated as of December 7, 1998 (this "Amendment"), to
the AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement"),  dated as of
June 30,  1998,  among  METRIS  COMPANIES  INC.,  a  Delaware  corporation  (the
"Borrower"),  the  lenders  listed in Schedule  2.01  thereto  (the  "Lenders"),
NATIONSBANK,  N.A., as  Syndication  Agent (in such capacity,  the  "Syndication
Agent"),  DEUTSCHE BANK, as documentation agent, U.S. BANK NATIONAL ASSOCIATION,
as  documentation  agent  (collectively  in such  capacity,  the  "Documentation
Agents"),  BARCLAYS  BANK PLC as co-agent,  BANK OF AMERICA  NATIONAL  TRUST AND
SAVINGS   ASSOCIATION,   as  co-agent   (collectively  in  such  capacity,   the
"Co-Agents"),  and THE CHASE  MANHATTAN  BANK, as  administrative  agent for the
Lenders.


                                               W I T N E S S E T H:


                  WHEREAS,  pursuant to the Credit  Agreement,  the Lenders have
agreed to make, and have made,  certain loans and other  extensions of credit to
the Borrower; and

                  WHEREAS, in connection with the $300 million investment in the
Borrower by the Thomas H. Lee Company (in substantially the form attached hereto
as Annex A), the  Borrower  has  requested  that the Lenders  agree to amend the
Credit Agreement as provided herein:

                  NOW, THEREFORE,  for valuable  consideration,  the receipt and
sufficiency  of which  are  hereby  acknowledged,  and in  consideration  of the
premises contained herein, the parties hereto hereby agree as follows:


         SECTION I.  AMENDMENT

                  1.1  Defined   Terms.   Unless   otherwise   defined   herein,
capitalized  terms which are defined in the Credit  Agreement are used herein as
defined therein.

                  1.2 Amendment.  The Lenders and the Borrower hereby agree that
upon the  effectiveness of this Amendment the definitions of "Capital Stock" and
"Consolidated  Net Worth" set forth in Section 1.1 of the Credit Agreement shall
be deleted and the following definitions shall be added in alphabetical order:

                  "Amendment  Effective  Date" shall have the  meaning  given to
such term in the Amendment to this Agreement dated as of December 7, 1998.

                  "Capital  Stock"  shall  mean any and all  shares,  interests,
participations or other equivalents  (however  designated) of capital stock of a
corporation,  any and all equivalent ownership interests in a Person (other than
a  corporation)  and any and all warrants,  rights or options to purchase any of
the foregoing; provided that Capital Stock shall not include any certificates or
other  interests in or issued by a trust or other conduit in  connection  with a
Receivables Transfer Program and shall include the Lee Preferred Stock.

                  "Consolidated   Net  Worth"   shall  mean,   at  any  date  of
determination,  the  sum of (a) the  consolidated  stockholders'  equity  of the
Borrower and its Subsidiaries and (b) the amount of the Lee Preferred Stock (not
to exceed  $300,000,000),  in the case of clauses (a) and (b) as determined on a
consolidated basis in conformity with GAAP consistently applied.

                  "Lee   Preferred   Stock"   shall   mean,   at  any   date  of
determination,  the amount of the  obligation  of the Borrower in respect of the
Series B  Perpetual  Preferred  Stock  and the  Series C  Perpetual  Convertible
Preferred  Stock of the  Borrower  in  substantially  the form  provided  to the
Administrative  Agent on the Amendment Effective Date on a consolidated  balance
sheet of the Borrower in conformity with GAAP consistently applied.

                            SECTION II. MISCELLANEOUS

                  2.1 Conditions to Effectiveness  of Amendment.  This Amendment
shall become effective (the "Amendment Effective Date") as of the date first set
forth above upon (a) the  Administrative  Agent having received  counterparts of
this  Amendment  duly  executed  and  delivered by the Borrower and the Required
Lenders  and (b)  payment  to the  Administrative  Agent and the  Lenders by the
Borrower  of such fees in  respect  of this  Amendment  as have been  previously
agreed upon by the Borrower and the Administrative Agent.

                  2.2  Representations  and Warranties.  The Borrower represents
and warrants to each Lender that as of the effective date of this Amendment: (a)
the  representations  and  warranties  made  by the  Loan  Parties  in the  Loan
Documents  are true and correct in all  material  respects on and as of the date
hereof  (except to the  extent  that such  representations  and  warranties  are
expressly   stated  to  relate  to  an   earlier   date,   in  which  case  such
representations  and warranties shall have been true and correct in all material
respects on and as of such earlier date); and (b) no Default or Event of Default
shall have occurred and be continuing as of the date hereof

                  2.3  Counterparts.  This  Amendment  may be executed by one or
more of the parties to this  Amendment  on any number of  separate  counterparts
(including  by  facsimile  transmission),  and  all of said  counterparts  taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this  Amendment  signed by all the  parties  shall be lodged  with the
Borrower and the Administrative Agent.

                  2.4  Continuing  Effect;  No Other  Amendments.  Except to the
extent  expressly  stated herein,  all of the terms and provisions of the Credit
Agreement  and the other Loan  Documents  are and shall remain in full force and
effect and are not waived in any respect. This Amendment shall constitute a Loan
Document.

                  2.5  Payment  of  Expenses.  The  Borrower  agrees  to pay and
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and reasonable  expenses  incurred to date in connection with this Amendment and
the other Loan Documents, including, without limitation, the reasonable fees and
disbursements of legal counsel to the Administrative Agent.

                  2.6  GOVERNING   LAW.  THIS   AMENDMENT  AND  THE  RIGHTS  AND
OBLIGATIONS  OF THE PARTIES  HEREUNDER  SHALL BE GOVERNED BY, AND  CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be duly executed and delivered by their respective  proper and duly
authorized officers as of the day and year first above written.

                     METRIS COMPANIES INC., as Borrower

                     By:/s/Paul Runice
                     Name: Paul Runice
                     Title: Sr. Vice President, Treasurer

                     By
                     Name:
                     Title:

                     THE CHASE MANHATTAN BANK, as
                     Administrative Agent, Lender and Issuing Bank

                     By:/s/Gail Weiss
                     Name: Gail Weiss
                     Title: Vice President

                     NATIONSBANK, N.A.

                     By:/s/Mary Pat Riggins
                     Name:  Mary Pat Riggins
                     Title:  Vice President

                     DEUTSCHE BANK AG, NEW YORK AND/OR
                     CAYMAN ISLAND BRANCHES

                     By:/s/Gayma Z. Shivnarain
                     Name:  Gayma Z. Shivnarain
                     Title:  Vice President

                     By:/s/Elizabeth Ziegimeir
                     Name: Elizabeth Ziegimeier
                     Title: Director

                     U.S. BANK NATIONAL ASSOCIATION

                     By:/s/Elliot Jaffee
                     Name:  Elliot Jaffee
                     Title: Vice President


<PAGE>



                      BARCLAYS BANK PLC,
                      NEW YORK BRANCH

                      By:/s/Karen M. Wagner
                      Name:  Karen M. Wagner
                      Title:  Associate Director

                      THE SUMITOMO BANK, LTD.

                      By:/s/John H. Kemper
                      Name:  John H. Kemper
                      Title: Sr. Vice President

                      THE BANK OF NEW YORK

                      By:/s/Michael Flanery
                      Name:  Michael Flanery
                      Title:  Vice President

                      THE BANK OF NOVA SCOTIA

                      By:/s/F.C.H. Ashby
                      Name: F.C.H. Ashby
                      Title: Senior Manager Loan Operations

                       BANQUE NATIONALE DE PARIS

                       By:/s/Arnaud Collin du Bocage
                       Name:  Arnaud Collin du Bocage
                       Title: Executive Vice President and
                              Branch Manager

                       THE LONG TERM CREDIT BANK OF JAPAN, LTD.

                       By:/s/ Shuichi Tajima
                       Name:  Shuichi Tajima
                       Title: General Manager & Regional Head

                       THE FUJI BANK, LIMITED

                       By:/s/Peter L. Chinnici
                       Name:  Peter L. Chinnici
                       Title: Joint General Manager

                       KZH IV LLC

                       By:/s/Virginia Conway
                       Name:  Virginia Conway
                       Title: Authorized Agent


<PAGE>



                      VAN KAMPEN AMERICAN CAPITAL PRIME RATE
                      INCOME TRUST

                      By:
                            Name:
                            Title:

                      KZH III LLC

                      By:/s/ Virginia Conway
                            Name:  Virginia Conway
                            Title: Authorized Agent

                      KZH SHOSHONE LLC

                      By:/s/ Virginia Conway
                            Name:  Virginia Conway
                            Title: Authorized Agent

                      AMARA-1 FINANCE LTD

                      By:/s/Ian David Moore
                      Name:  Ian David Moore
                      Title: Director

                      AMARA-2 FINANCE LTD

                      By:/s/ Ian David Moore
                      Name:  Ian David Moore
                      Title: Director

                      CERES FINANCE LTD

                      By:/s/ John W. Cullimane
                      Name:  John W. Cullimane
                      Title: Director

                      BANK OF AMERICA NATIONAL TRUST &
                      SAVINGS ASSOCIATION

                      By:/s/ Mary Pat Riggins
                      Name:  Mary Pat Riggins
                      Title:  Vice President