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EXHIBIT 10.5
4/21/98 METRIS COMPANIES INC. CHANGE OF CONTROL SEVERANCE AGREEMENT




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TABLE OF CONTENTS PageARTICLE IPURPOSES
    
    1ARTICLE IICERTAIN DEFINITIONS
    
    12.1
    
    Accrued Obligations
    
    12.2
    
    Agreement Term
    
    12.3
    
    Article
    
    22.4
    
    Beneficial owner
    
    22.5
    
    Cause
    
    22.6
    
    Change of Control
    
    22.7
    
    Code
    
    32.8
    
    Disability
    
    32.9
    
    Effective Date
    
    32.10
    
    Good Reason
    
    42.11
    
    Imminent Control Change Date
    
    42.12
    
    IRS
    
    42.13
    
    1934 Act
    
    42.14
    
    Notice of Termination
    
    42.15
    
    Plans
    
    42.16
    
    Policies
    
    42.17
    
    Post-Change Period
    
    42.18
    
    SEC
    
    42.19
    
    Section
    
    42.20
    
    Subsidiary
    
    42.21
    
    Termination Date
    
    52.22
    
    Voting Securities
    
    5ARTICLE IIIPOST-CHANGE PERIOD PROTECTIONS
    
    53.1
    
    Position and Duties
    
    53.2
    
    Compensation
    
    63.3
    
    Stock Options
    
    7ARTICLE IVTERMINATION OF EMPLOYMENT
    
    84.1
    
    Disability
    
    84.2
    
    Death
    
    84.3
    
    Cause
    
    84.4
    
    Good Reason
    
    94.5
    
    Termination Prior to Effective Date
    
    10
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PageARTICLE VOBLIGATIONS OF THE COMPANY UPON TERMINATION
    
    105.1
    
    If by the Executive for Good Reason or by theCompany Other Than for Cause or Disability
    
    105.2
    
    If by the Company for Cause
    
    125.3
    
    if by the Executive Other Than for Good Reason
    
    125.4
    
    If by the Company for Disability
    
    125.5
    
    If upon Death
    
    125.6
    
    Certain Additional Payments by the Company
    
    145.7
    
    Withholding Taxes
    
    175.8
    
    Continued Employment
    
    17ARTICLE VINON-EXCLUSIVITY OF RIGHTS
    
    176.1
    
    Waiver of Other Severance Rights
    
    176.2
    
    Other Rights
    
    17ARTICLE VIIEXPENSES AND INTEREST
    
    187.1
    
    Legal Fees and Other Expenses
    
    187.2
    
    Interest
    
    18ARTICLE VIIISET-OFF OR MITIGATION
    
    188.1
    
    Set-Off by Company
    
    188.2
    
    No Mitigation
    
    19ARTICLE IXCONFIDENTIALITY AND NONCOMPETITION
    
    199.1
    
    Confidentiality
    
    199.2
    
    Intellectual Property
    
    199.3
    
    Noncompetition/Nonsolicitation
    
    209.4
    
    Remedy
    
    219.5
    
    Survival
    
    22ARTICLE XMISCELLANEOUS
    
    2210.1
    
    No Assignability
    
    2210.2
    
    Successors
    
    2210.3
    
    Payments to Beneficiary
    
    2210.4
    
    Non-alienation of Benefits
    
    2210.5
    
    Severability
    
    2210.6
    
    Amendments
    
    2310.7
    
    Notices
    
    23
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Page10.8
    
    Counterparts
    
    2310.9
    
    Governing Law
    
    2310.10
    
    Captions
    
    2310.11
    
    Employment with Subsidiaries
    
    2310.12
    
    Companys Option to Fix Expiration Date
    
    2310.13
    
    No Waiver
    
    2410.14
    
    Entire Agreement
    
    24
 METRIS COMPANIES INC. CHANGE OF CONTROL SEVERANCE AGREEMENT THIS AGREEMENT dated as of April 21, 1998 is made between METRIS COMPANIES INC., a Delaware
corporation having its principal place of business in St. Louis Park, Minnesota (the Company),
and Matthew Melius (the Executive), a resident of the State of Minnesota. ARTICLE I PURPOSES The Board of Directors of the Company (the Board) has determined that it is in the best
interests of the Company and its stockholders to assure that the Company will have the continued
service of the Executive in the event of any threat or occurrence of, or negotiation or other
action that could lead to, or create the possibility of, a Change of Control (as defined in Section
2.6). The Board believes it is imperative to reduce the distraction of the Executive that would
result from the personal uncertainties caused by a pending or threatened change of control, to
encourage the Executives full attention and continued dedication to the Company, and to provide
the Executive with compensation and benefits arrangements upon a change of control which ensure
that the expectations of the Executive will be satisfied and are competitive with those of
similarly-situated corporations. The Board also believes that there is a need to protect
confidential records, data and intellectual property of the Company and provide certain
noncompetition protection. This Agreement is intended to accomplish these objectives. ARTICLE II CERTAIN DEFINITIONS When used in this Agreement, the terms specified below shall have the following meanings: 2.1 Accrued Obligations has the meaning set forth in Section 5.3. 2.2 Agreement Term means the period commencing on the date of this Agreement and ending on
the date (the Expiration Date) which is the first to occur of (a) the date on which the 4




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Executives employment by the Company terminates prior to the Effective Date, (b) if the
 Executives employment by the Company terminates by reason of death, the date of death of the Executive or (c)
the expiration date fixed by the Board pursuant to Section 10.12. 2.3 Article means an article of this Agreement. 2.4 Beneficial owner means such term as defined in Rule 13d-3 of the SEC under the 1934
Act. 2.5 Cause has the meaning set forth in Section 4.3(b). 2.6 Change of Control means, except as otherwise provided below, the occurrence of any of
the following: a. any person (as such term is used in Rule 13d-5 of the SEC under the 1934 Act) or group (as
such term is defined in Section 13(d) of the 1934 Act), other than a Subsidiary or any employee
benefit plan (or any related trust) of the Company or a Subsidiary, becomes, directly or
indirectly, the beneficial owner of 25% or more of the common stock of the Company or of Voting
Securities representing 25% or more of the combined voting power of all Voting Securities of the
Company, except that no Change of Control shall be deemed to have occurred solely by reason of any
Merger (as defined below) if, immediately after such Merger, each of the conditions described in
clauses (i), (ii) and (iii) of Section 2.6.c(1) are satisfied. b. individuals who, as of the Effective Date, constitute the Board (the Incumbent Directors)
cease for any reason to constitute at least a majority of the Board; provided that any individual
who becomes a director after the Effective Date whose election, or nomination for election by the
Companys stockholders, was approved by a vote or written consent of at least two-thirds of the
directors then comprising the Incumbent Directors shall be considered an Incumbent Director, but
excluding, for this purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the election of the directors
of the Company (as such terms are used in Rule 14a-11 of the SEC under the 1934 Act); or c. approval by the stockholders of the Company of any 5




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of the following: (1) a merger, reorganization or consolidation (Merger) unless immediately after such
Merger (i) more than 50% of the then outstanding shares of common stock of the corporation
resulting from such merger and more than 50% of the combined voting power of the then
outstanding Voting Securities of such corporation is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals or entities in substantially the
same proportion as their ownership immediately prior to the Merger; (ii) no person (as such
term is used in Rule 13d-5 of the SEC under the 1934 Act) or group (as such term is defined
in Section 13(d) of the 1934 Act), other than a Subsidiary or any employee benefit plan (or
any related trust) of the Company or a Subsidiary becomes the beneficial owner of 25% or
more of the combined voting power of all Voting Securities of the Company and (iii) at least
a majority of the members of the board of directors of the corporation resulting from such
Merger were Incumbent Directors at the time of execution of the original agreement or action
of the Board providing for such Merger. (2) the sale or other disposition of all or substantially all of the assets of the
Company; or (3) a plan of complete liquidation or dissolution of the Company. Despite clauses (a), (b) and (c) of this definition, a Change of Control shall not occur with
respect to the Executive if (A) the Executive is, by written agreement executed before such Change
of Control, a participant on such Executives own behalf in a transaction in which the persons or
entities (or their affiliates) with whom the Executive has the written agreement Acquire the
Company (as defined below) and, pursuant to the written agreement, the Executive has an equity
interest in the resulting entity or a right to acquire such an equity interest, (B) the transaction
that would otherwise give rise to a Change in Control is the contemplated transaction in which the
shares of common stock of the Company which are owned by Fingerhut Companies, Inc. (Fingerhut)
are distributed by Fingerhut to all of its stockholders or (c) Fingerhut merges with the Company or
a subsidiary of the Company if at the time of such merger, or immediately prior thereto, Fingerhut
owned at least 80% or more of the common stock of the Company and no person (as defined in clause
2.6a) owned 25% or more of the common stock of Fingerhut. Acquire the Company means the
acquisition of beneficial ownership by purchase, merger, or otherwise, of either more than 50% of
the stock (such percentage to be computed in accordance with Rule 13d-3(d)(1)(i) of the SEC under
the 1934 Act) or 6




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substantially all of the assets of the Company or its successors. 2.7 Code means the Internal Revenue Code of 1986, as amended. 2.8 Disability has the meaning set forth in Section 4.1.b. 2.9 Effective Date means the first date on which a Change of Control occurs during the
Agreement Term. Despite anything in this Agreement to the contrary, if the Company terminates the
Executives employment before the date of a Change of Control, and if the Executive reasonably
demonstrates that such termination of employment (a) was at the request of a third party who had
taken steps reasonably calculated to effect the Change of Control or (b) otherwise arose in
connection with or in anticipation of the Change of Control, then Effective Date shall mean the
date immediately before the date of such termination of employment. 2.10 Good Reason has the meaning set forth in Section 4.4.b. 2.11 Imminent Control Change Date means any date on which occurs (a) a presentation to the
Companys stockholders generally or any of the Companys directors or executive officers of a
proposal or offer for a Change of Control, (b) the public announcement (whether by advertisement,
press release, press interview, public statement, SEC filing or otherwise) of a proposal or offer
for a Change of Control, or (c) such proposal or offer remains effective and unrevoked. 2.12 IRS means the Internal Revenue Service. 2.13 1934 Act means the Securities Exchange Act of 1934. 2.14 Notice of Termination means a written notice given in accordance with Section 10.7
which sets forth (a) the specific termination provision in this Agreement relied upon by the party
giving such notice, (b) in reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executives employment under such termination provision and (c) if the
Termination Date is other than the date of receipt of such Notice of Termination, the Termination
Date. 2.15 Plans means plans, programs, policies or practices of the Company. 2.16 Policies means policies, practices or procedures of the Company. 7




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2.17 Post-Change Period means the period commencing on the Effective Date and ending on the
second anniversary of such date. 2.18 SEC means the Securities and Exchange Commission. 2.19 Section means, unless the context otherwise requires, a section of this Agreement. 2.20 Subsidiary means (a) a corporation of which more than 50% of the combined voting power
of the Voting Securities is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries of the Company or by the Company and one or more Subsidiaries or (b) any partnership,
limited liability company, joint venture, business trust or other entity (other than a corporation)
in which the Company or one or more other Subsidiaries of the Company or the Company and one or
more other Subsidiaries, directly or indirectly, has at least majority ownership thereof and power
to direct the policies, management and affairs thereof. 2.21 Termination Date means the date of receipt of the Notice of Termination or any later
date specified in such notice (which date shall be not more than 15 days after the giving of such
notice), as the case may be; provided, however, that (a) if the Company terminates the Executives
employment other than for Cause or Disability, then the Termination Date shall be the date of
receipt of such Notice of Termination and (b) if the Executives employment is terminated by reason
of death or Disability, then the Termination Date shall be the date of death of the Executive or
the Disability Effective Date (as defined in Section 4.1.a), as the case may be. 2.22 Voting Securities of a corporation means securities of such corporation that are
entitled to vote generally in the election of directors of such corporation. ARTICLE III POST-CHANGE PERIOD PROTECTIONS 3.1 Position and Duties. a. During the Post-Change Period, (1) the Executives position (including offices, titles,
reporting requirements and responsibilities), authority and duties shall be at least commensurate
in all material respects with the most significant of those held, exercised and assigned at any
time during the 90-day period immediately before the Effective Date and (2) the
Executives services shall be performed at the location where the Executive was employed
immediately before the Effective Date or any other location less than 40 miles from such former
location. 8




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b. During the Post-Change Period (other than any periods of vacation, sick leave or disability
to which the Executive is entitled), the Executive agrees to devote the Executives full attention
and time to the business and affairs of the Company and, to the extent necessary to discharge the
duties assigned to the Executive in accordance with this Agreement, to use the Executives best
efforts to perform faithfully and efficiently such duties. During the Post-Change Period, the
Executive may (1) serve on corporate, civic or charitable boards or committees, (2) deliver
lectures, fulfill speaking engagements or teach at educational institutions and (3) manage personal
investments, so long as such activities are consistent with the Policies of the Company at the
Effective Date and do not significantly interfere with the performance of the Executives duties
under this Agreement. To the extent that any such activities have been conducted by the Executive
before the Effective Date and were consistent with the Policies of the Company at the Effective
Date, the continued conduct of such activities (or activities similar in nature and scope) after
the Effective Date shall not be deemed to interfere with the performance of the Executives duties
under this Agreement. 3.2 Compensation. a. Base Salary. During the Post-Change Period, the Company shall pay or cause to be paid to
the Executive an annual base salary in cash (Guaranteed Base Salary), which shall be paid in a
manner consistent with the Companys payroll practices in effect immediately before the Effective
Date at a rate at least equal to 12 times the highest monthly base salary paid or payable to the
Executive by the Company in respect of the 12-month period immediately before the Effective Date.
During the Post-Change Period, the Guaranteed Base Salary shall be reviewed at least annually and
shall be increased at any time and from time to time as shall be substantially consistent with
increases in base salary awarded to other peer executives of the Company. Any increase in
Guaranteed Base Salary shall not limit or reduce any other obligation of the Company to the
Executive under this Agreement. After any such increase, the Guaranteed Base Salary shall not be
reduced and the term Guaranteed Base Salary shall thereafter refer to the increased amount. b. Incentive, Compensation, Savings and Retirement Plans. In addition to Guaranteed Base
Salary payable as provided in this Section, the Executive shall be entitled to participate during
the Post-Change Period in all incentive (including long-term incentives), compensation, savings and
retirement Plans applicable to other peer executives of the Company, but in no 9




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event shall such Plans provide the Executive with incentive (including long-term incentives),
compensation, savings and retirement benefits which, in any case, are less favorable, in the
aggregate, than the most favorable of those provided by the Company for the Executive under such
Plans as in effect at any time during the 90-day period immediately before the Effective Date. c. Welfare Benefit Plans. During the Post-Change Period, the Executive and the Executives
family shall be eligible to participate in, and receive all benefits under, welfare benefit Plans
provided by the Company (including, without limitation, medical, prescription, dental, disability,
salary continuance, individual life, group life, dependent life, accidental death and travel
accident insurance Plans) and applicable to other peer executives of the Company and their
families, but in no event shall such Plans provide benefits which in any case are less favorable,
in the aggregate, than the most favorable of those provided to the Executive under such Plans as in
effect at any time during the 90-day period immediately before the Effective Date. d. Fringe Benefits. During the Post-Change Period, the Executive shall be entitled to fringe
benefits in accordance with the most favorable Plans applicable to peer executives of the Company,
but in no event shall such Plans provide fringe benefits which in any case are less favorable, in
the aggregate, than the most favorable of those provided by the Company to peer executives under
such Plans in effect at any time during the 90-day period immediately before the Effective Date. e. Expenses. During the Post-Change Period, the Executive shall be entitled to prompt
reimbursement of all reasonable employment-related expenses incurred by the Executive upon the
Companys receipt of accounting in accordance with the most favorable Policies applicable to peer
executives of the Company, but in no event shall such Policies be less favorable, in the aggregate,
than the most favorable of those provided by the Company for the Executive under such Policies in
effect at any time during the 90-day period immediately before the Effective Date. f. Office and Support Staff. During the Post-Change Period, the Executive shall be entitled
to an office or offices of a size and with furnishings and other appointments, and no exclusive
personal secretarial and other assistance in accordance with the most favorable Policies applicable
to peer executives of the Company, but in no event shall such Policies be less favorable, in the
aggregate, than the most favorable of those provided by the Company for the Executive under such
Policies in effect at any time during the 90-day period immediately before 10




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the Effective Date. g. Vacation. During the Post-Change Period, the Executive shall be entitled to paid vacation
in accordance with the most favorable Policies applicable to peer executives of the Company, but in
no event shall such Policies be less favorable, in the aggregate, than the most favorable of those
provided by the Company for the Executive under such Policies in effect at any time during the
90-day period immediately before the Effective Date. 3.3 Stock Options. In addition to the other benefits provided in this Section, on the Effective Date, the
Executive shall become fully vested in any and all outstanding stock options granted to the
Executive for shares of common stock of the Company or to the extent that such options are not
vested, shall receive a lump-sum cash payment equal to the spread of all non-vested, forfeited
options as of the date such options are forfeited. ARTICLE IV TERMINATION OF EMPLOYMENT 4.1 Disability. a. During the Post-Change Period, the Company may terminate the Executives employment upon
the Executives Disability (as defined in Section 4.1.b) by giving the Executive or his legal
representative, as applicable, (1) written notice in accordance with Section 10.7 of the Companys
intention to terminate the Executives employment pursuant to this Section and (2) a certification
of the Executives Disability by a physician selected by the Company or its insurers and reasonably
acceptable to the Executive or the Executives legal representative. The Executives employment
shall terminate effective on the 30th day (the Disability Effective Date) after the Executives
receipt of such notice unless, before the Disability Effective Date, the Executive shall have
resumed the full-time performance of the Executives duties. b. Disability means any medically determinable physical or mental impairment that has
lasted for a continuous period of not less than six months and can be expected to be permanent or
of indefinite duration, and that renders the Executive unable to perform the duties required under
this Agreement. 4.2 Death. The Executives employment shall terminate 11




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automatically upon the Executives death during the Post-Change Period. 4.3 Cause. a. During the Post-Change Period, the Company may terminate the Executives employment for
Cause. b. Cause means any of the following: (1) a material breach by the Executive of those duties and responsibilities of the
Executive which do not differ in any material respect from the duties and responsibilities
of the Executive during the 90-day period immediately before the Effective Date (other than
as a result of incapacity due to physical or mental illness) which is demonstrably willful
and deliberate on the Executives part, which is committed in bad faith or without
reasonable belief that such breach is in the best interests of the Company and which is not
remedied within a reasonable period of time after receipt of written notice from the Company
specifying such breach; (2) any intentional act of fraud, embezzlement or theft by the Executive in connection
with the Executives duties in the course of the Executives employment hereunder or any
prior employment, or the Executives admission or conviction of a felony or of any crime
involving moral turpitude, fraud, embezzlement, theft or misrepresentation; (3) any gross negligence or willful misconduct of the Executive in performing the
Executives duties which, if curable, has not been cured within 10 days of delivery by the
Company to the Executive of written notice of such gross negligence or willful misconduct;
or (4) any violation in any material respect of any statutory or common law duty of
loyalty to the Company or any of its affiliates which, if curable, has not been cured within
10 days of delivery by the Company to the Executive of written notice of such violation. c. Any termination of the Executives employment by the Company for Cause shall be
communicated to the Executive by Notice of Termination. 4.4 Good Reason. a. During the Post-Change Period, the Executive may terminate his or her employment for Good
Reason. b. Good Reason means, without the Executives 12




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express written consent, any of the following: (1) the assignment to the Executive of any duties inconsistent in any respect with the
Executives position (including offices, titles, reporting requirements or
responsibilities), authority or duties as contemplated by Section 3.1.a(1), or any other
action by the Company which results in a diminution or other material adverse change in such
position, authority or duties; (2) any failure by the Company to comply with any of the provisions of Article III; (3) the Companys requiring the Executive to be based at any office or location other
than the location described in Section 3.1.a(2); (4) any other material adverse change to the terms and conditions of the Executives
employment; or (5) any purported termination by the Company of the Executives employment other than
as expressly permitted by this Agreement (any such purported termination shall not be
effective for any other purpose under this Agreement). Any reasonable determination of Good Reason made in good faith by the Executive shall be
conclusive; provided, however, that an isolated, insubstantial and inadvertent action taken in good
faith and which is remedied by the Company promptly after receipt of written notice thereof given
by the Executive shall not constitute Good Reason. c. Any termination of employment by the Executive for Good Reason shall be communicated to
the Company by Notice of Termination within 60 days of the occurrence of the Good Reason. A
failure by the Executive to include in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason shall not waive any right of the Executive under this
Agreement or preclude the Executive from asserting such fact or circumstance in enforcing rights
under this Agreement. 4.5 Termination Prior to Effective Date. Nothing in this Agreement shall be deemed
to entitle the Executive to continued employment with the Company or any Subsidiary, and if the
Executives employment with the Company or any Subsidiary shall terminate prior to the Effective
Date, the Executive shall have no rights under Articles III, IV or V. 13




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ARTICLE V OBLIGATIONS OF THE COMPANY UPON TERMINATION 5.1 If by the Executive for Good Reason or by the Company Other Than for Cause or
Disability. If, during the Post-Change Period, the Company shall terminate the Executives
employment other than for Cause or Disability, or if the Executive shall terminate employment for
Good Reason, the Company shall immediately pay the Executive, in addition to all vested rights
arising from the Executives employment as specified in Article III, a cash amount equal to the sum
of the following amounts: a. to the extent not previously paid, the Guaranteed Base Salary and any accrued vacation pay
through the Termination Date; b. an amount equal to the Executives highest annual bonus (or annualized for any fiscal year
consisting of less than 12 full months or with respect to which the Executive has been employed by
the Company for less than 12 full months) paid or payable, including by reason of any deferral, to
the Executive by the Company and its affiliated companies in respect of the two fiscal years of the
Company (or such portion thereof during which the Executive shall have been employed by the Company
for less than such two-year period) immediately preceding the fiscal year in which the Effective
Date occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal
year in which the Effective Date occurs through the Termination Date and the denominator of which
is 365 or 366, as applicable; c. all amounts previously deferred by or an accrual to the benefit of the Executive under any
nonqualified deferred compensation or pension plan, together with any accrued earnings thereon, and
not yet paid by the Company; d. an amount equal to the product of (1) one multiplied by (2) the sum of (A) Guaranteed Base
Salary and (B) the Executives highest annual bonus (or annualized bonus for any fiscal year
consisting of less than 12 full months or with respect to which the Executive has been employed by
the Company for less than 12 full months), paid or payable, including by reason of any deferral, to
the Executive by the Company and its affiliated companies in respect of the two fiscal years of the
Company if the Executive shall have been employed by the Company for less than such two fiscal year
period) immediately preceding the fiscal year in which the Effective Date occurs; e. an amount equal to the sum of the value of the unvested portion of the Executives
accounts or accrued benefits under any qualified plan maintained by the Company as of the 14




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Termination Date; and f. pay on behalf of the Executive all fees and costs charged by the outplacement firm
selected by the Executive to provide outplacement services or at the election of the Executive,
cash equal to the fees and expenses such outplacement firm would charge. Until the first anniversary of the Termination Date or such later date as any Plan of the Company
may specify, the Company shall continue to provide to the Executive and the Executives family
welfare benefits (including, without limitation, medical, prescription, dental, disability, salary
continuance, individual life, group life, accidental death and travel accident insurance plans and
programs) which are at least as favorable as the most favorable Plans of the Company applicable to
other peer executives and their families as of the Termination Date, but which are in no event less
favorable than the most favorable Plans of the Company applicable to other peer executives and
their families during the 90-day period immediately before the Effective Date. The cost of such
welfare benefits shall not exceed the cost of such benefits to the Executive immediately before the
Termination Date or, if less, the Effective Date. Notwithstanding the foregoing, if the Executive
is covered under any medical, life, or disability insurance plan(s) provided by a subsequent
employer, then the amount of coverage required to be provided by the Employer hereunder shall be
reduced by the amount of coverage provided by the subsequent employers medical, life, or
disability insurance plan(s). The Executives rights under this Section shall be in addition to,
and not in lieu of, any post-termination continuation coverage or conversion rights the Executive
may have pursuant to applicable law, including, without limitation, continuation coverage required
by Section 4980 of the Code. 5.2 If by the Company for Cause. If the Company terminates the Executives
employment for Cause during the Post-Change Period, this Agreement shall terminate without further
obligation by the Company to the Executive, other than the obligation immediately to pay the
Executive in cash the Executives Guaranteed Base Salary through the Termination Date, plus the
amount of any compensation previously deferred by the Executive, plus any accrued vacation pay, in
each case to the extent not previously paid. 5.3 If by the Executive Other Than for Good Reason. If the Executive terminates
employment during the Post-Change Period other than for Good Reason, Disability or death, this
Agreement shall terminate without further obligations by the Company, other than the obligation
immediately to pay the Executive in cash all amounts specified in clauses (a), (b) and (c) of the
first 15




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sentence of Section 5.1 (such amounts collectively, the Accrued Obligations). 5.4 If by the Company for Disability. If the Company terminates the Executives
employment by reason of the Executives Disability during the Post-Change Period, this Agreement
shall terminate without further obligations to the Executive, other than a. the Companys obligation immediately to pay the Executive in cash all Accrued Obligations,
and b. the Executives right after the Disability Effective Date to receive disability and other
benefits at least equal to the greater of (1) those provided under the most favorable disability
Plans applicable to disabled peer executives of the Company in effect immediately before the
Termination Date or (2) those provided under the most favorable disability Plans of the Company in
effect at any time during the 90-day period immediately before the Effective Date. 5.5 If upon Death. If the Executives employment is terminated by reason of the
Executives death during the Post-Change Period, this Agreement shall terminate without further
obligations to the Executives legal representatives under this Agreement other than the obligation
immediately to pay the Executives estate or beneficiary in cash all Accrued Obligations. Despite
anything in this Agreement to the contrary, the Executives family shall be entitled to receive
benefits at least equal to the most favorable benefits provided by the Company to the surviving
families of peer executives of the Company under such Plans, but in no event shall such Plans
provide benefits which in each case are less favorable, in the aggregate, than the most favorable
of those provided by the Company to the Executive under such Plans in effect at any time during the
90-day period immediately before the Effective Date. 5.6 Certain Additional Payments by the Company. a. Notwithstanding anything to the contrary in this Agreement, in the event it shall be
determined that any payment or distribution by the Company or its affiliated companies to or for
the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any additional payments
required under this Section 5.6) (a Payment) would be subject to the excise tax imposed by
Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect
to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the Excise Tax), then the Executive 16




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shall be entitled to receive an additional payment (a Gross-Up Payment) in an amount such that
after payment by the Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments. b. Subject to the provisions of Section 5.6.c, all determinations required to be made under
this Section 5.6, including whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be
made by the Companys public accounting firm (the Accounting Firm) which shall provide detailed
supporting calculations both to the Company and the Executive within 15 business days of the
receipt of notice from the Executive that there has been a Payment, or such earlier time as is
requested by the Company. In the event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group effecting the Change in Control, the Executive shall
appoint another nationally recognized public accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All
fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up
Payment, as determined pursuant to this Section 5.6, shall be paid by the Company to the Executive
within five days of the receipt of the Accounting Firms determination. If the Accounting Firm
determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a
written opinion that failure to report the Excise Tax on the Executives applicable federal income
tax return would not result in the imposition of a negligence or similar penalty. Any
determination by the Accounting Firm shall be binding upon the Company and the Executive. As a
result of the uncertainty in the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will
not have been made by the Company should have been made (Underpayment), consistent with the
calculations required to be made hereunder. In the event that the Company exhausts its remedies
pursuant to Section 5.6.c and the Executive thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any
such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. c. The Executive shall notify the Company in writing of any claim by the IRS that, if
successful, would require the payment by the Company of the Gross-Up Payment. Such notification
shall be given as soon as practicable but no later 17




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than 10 business days after the Executive is informed in writing of such claim and shall apprise
the Company of the nature of such claim and the date on which such claim is requested to be paid.
The Executive shall not pay such claim prior to the expiration of the 30-day period following the
date on which the Executive gives such notice to the Company (or such shorter period ending on the
date that any payment of taxes with respect to such claim is due). If the Company notifies the
Executive in writing prior to the expiration of such period that it desires to contest such claim,
the Executive shall: (1) give the Company any information reasonably requested by the Company relating to
such claim, (2) take such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably selected by the
Company, (3) cooperate with the Company in good faith in order effectively to contest such
claim, and (4) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax
or income tax (including interest and penalties with respect thereto) imposed as a result of
such representation and payment of costs and expenses. Without limitation on the foregoing
provisions of this Section 5.6.c, the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct the Executive to pay the
tax claimed and sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided further, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such payment to the
Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on
an after-tax basis, from any Excise Tax or income tax (including interest 18




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or penalties with respect thereto) imposed with respect to such advance or with respect to
any imputed income with respect to such advance; and provided further, that any extension of
the statute of limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due is limited solely
to such contested amount. Furthermore, the Companys control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority. d. If, after the receipt by the Executive of an amount advanced by the Company pursuant to
Section 5.6.c, the Executive becomes entitled to receive, and receives, any refund with respect to
such claim, the Executive shall (subject to the Companys complying with the requirements of
Section 5.6.c) promptly pay to the Company the amount of such refund (together with any interest
paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive
of an amount advanced by the Company pursuant to Section 5.6.c, a determination is made that the
Executive shall not be entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such advance shall offset, to the extent thereof, the
amount of Gross-Up Payment required to be paid. 5.7 Withholding Taxes. The Company may withhold from all payments due to the
Executive (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state,
local or other law, the Company is required to withhold therefrom. 5.8 Continued Employment. Nothing expressed or implied herein shall create any right
or duty of continued employment of the Executive by the Company or any Subsidiary. The Company and
each of its Subsidiaries reserves all rights to terminate the Executives employment at any time
with or without cause unless otherwise protected by law or contract. ARTICLE VI NON-EXCLUSIVITY OF RIGHTS 6.1 Waiver of Other Severance Rights. To the extent that payments are made to the
Executive pursuant to Section 5.1, the Executive hereby waives the right to receive severance
payments 19




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under any other Plan or agreement of the Company. 6.2 Other Rights. Except as provided in Section 6.1, this Agreement shall not
prevent or limit the Executives continuing or future participation in any benefit, bonus,
incentive or other Plans, provided by the Company or any of its Subsidiaries and for which the
Executive may qualify, nor shall this Agreement limit or otherwise affect such rights as the
Executive may have under any other agreements with the Company or any of its Subsidiaries. Amounts
which are vested benefits or which the Executive is otherwise entitled to receive under any Plan of
the Company or any of its Subsidiaries and any other payment or benefit required by law at or after
the Termination Date shall be payable in accordance with such Plan or applicable law except as
expressly modified by this Agreement. ARTICLE VII EXPENSES AND INTEREST 7.1 Legal Fees and Other Expenses. a. If the Executive incurs legal fees or other
expenses in a good faith effort to obtain benefits under this Agreement, the Company shall
reimburse the Executive on a current basis for such fees and expenses to the extent not reimbursed
under the Companys officers and directors liability insurance policy, if any. The existence of
any controlling case or regulatory law which is directly inconsistent with the position taken by
the Executive shall be evidence that the Executive did not act in good faith. b. Reimbursement of legal fees and expenses shall be made monthly upon the written submission
of a request for reimbursement together with evidence that such fees and expenses are due and
payable or were paid by the Executive. If the Company shall have reimbursed the Executive for
legal fees and expenses and it is later determined that the Executive was not acting in good faith
or the resolution of the dispute includes a finding denying, in total, the Executives claims in
such dispute, all amounts paid on behalf of, or reimbursed to, the Executive shall be promptly
refunded to the Company. 7.2 Interest. If the Company does not pay any amount due to the Executive under this
Agreement within three days after such amount became due and owing, interest shall accrue on such
amount from the date it became due and owing until the date of payment at a annual rate equal to
two percent (2.0%) above the corporate base rate announced by Norwest Bank Minnesota, National
Association, in effect from time to time during the period of such nonpayment. 20




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ARTICLE VIII SET-OFF OR MITIGATION 8.1 Set-Off by Company. Except as provided in the following sentence, the
Executives right to receive when due the payments and other benefits provided for under this
Agreement is absolute, unconditional and subject to no set-off, counterclaim or legal or equitable
defense. Notwithstanding anything to the contrary in this Agreement, in the event that the
Executive breaches in any material respect any covenant or obligation set forth in Article IX, the
Company may withhold any further payment otherwise due to the Executive pursuant to clauses d. and
f. of Section 5.1. Time is of the essence in the performance by the Company of its obligations
under this Agreement. 8.2 No Mitigation. The Executive shall not have any duty to mitigate the amounts
payable by the Company under this Agreement by seeking new employment following termination.
Except as specifically otherwise provided in this Agreement, all amounts payable pursuant to this
Agreement shall be paid without reduction regardless of any amounts of salary, compensation or
other amounts which may be paid or payable to the Executive as the result of the Executives
employment by another employer. ARTICLE IX CONFIDENTIALITY AND NONCOMPETITION 9.1 Confidentiality. Executive acknowledges that it is the policy of the Company and
its subsidiaries to maintain as secret and confidential all valuable and unique information and
techniques acquired, developed or used by the Company and its relating to their business,
operations, employees and customers, which gives the Company and its Subsidiaries a competitive
advantage in the businesses in which the Company and its Subsidiaries are engaged except to the
extent that such information is a matter of public record or is published and made available to the
general public (Confidential Information). Executive recognizes that all such Confidential
Information is the sole and exclusive property of the Company and its Subsidiaries, and that
disclosure of Confidential Information would cause damage to the Company and its Subsidiaries.
Executive agrees that, except as required by the duties of Executives employment with the Company
and/or its Subsidiaries and except in connection with enforcing the Executives rights under this
Agreement or if compelled by a court or governmental agency, Executive will not, without the
consent of the Company, disseminate or otherwise disclose any Confidential Information 21




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obtained during Executives employment with the Company. When the Executive shall cease to be
employed by the Company, the Executive shall surrender to the Company all records, computer tapes,
software or other documents or data obtained by Executive or entrusted to Executive (together with
all copies thereof) which pertain to the businesses engaged in by the Company or its affiliates. 9.2 Intellectual Property. The Executive hereby assigns to the Company the
Executives entire right, title and interest in and to all discoveries and improvements, patentable
or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived
by the Executive or developed or acquired by the Executive during the Executives employment, which
may pertain directly or indirectly to the business of the Company or any of its affiliates. The
Executive agrees to disclose fully all such developments to the Company upon its request, which
disclosure shall be made in writing promptly following any such request. The Executive shall, upon
the Companys request, execute, acknowledge and deliver to the Company all instruments and do all
other acts which are necessary or desirable to enable the Company or any of its affiliates to file
and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and
copyrights in all countries. All copyrightable subject matter developed by the Executive under this
Agreement is work made for hire vesting title in the Company. 9.3 Noncompetition/Nonsolicitation. a. The Executive agrees that, during the period
of his employment with the Company and/or its Subsidiaries and, if the Executives employment is
terminated for any reason, thereafter for a period of one year, the Executive will not at any time
directly or indirectly, in any capacity, engage or participate in, or become employed by or render
advisory or consulting or other services in connection with any Prohibited Business (as defined in
Section 9.3.d). b. The Executive agrees that, during the period of the Executives employment with the
Company and/or its Subsidiaries and, if the Executives employment is terminated for any reason,
thereafter for a period of one year, the Executive shall not make any financial investment, whether
in the form of equity or debt, or own any interest, directly or indirectly, in any Prohibited
Business. Nothing in this Section 9.3.b shall, however, restrict the Executive from making any
investment in a mutual fund or diversified investment company or any company whose stock is listed
on a national securities exchange or actively traded in the over-the-counter market; provided that
(1) such investment does not give the Executive the right or ability to control or influence the
policy decisions of any Prohibited Business, (2) such investment does not create a conflict of
interest between 22




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the Executives duties hereunder and the Executives interest in such investment and (3) such
investment does not exceed three percent of the outstanding stock of any class of stock of a
corporation or three percent of the ownership interest of any other entity. c. The Executive agrees that, during the period of his employment with the Company and/or its
Subsidiaries and, if the Executives employment is terminated for any reason, thereafter for a
period of one year, the Executive shall not (1) employ any employee of the Company and/or its
Subsidiaries or (2) interfere with the Companys or any of its Subsidiaries relationship with, or
endeavor to entice away from the Company and/or its Subsidiaries any person, firm, corporation, or
other business organization who or which at any time (whether before or after the date of the
Executives termination of employment), was an employee, customer, vendor or supplier of, or
maintained a business relationship with, any business of the Company and/or its Subsidiaries which
was conducted at any time during the period commencing one year prior to the termination of
employment. d. For the purpose of this Section 9.2, Prohibited Business shall be defined as any
business or other entity and any branch, office or operation thereof, which is engaged in managing,
distributing, marketing, administering or otherwise providing general purpose payment cards or
credit cards, extended service plans and warranties, consumer credit products, fee-based products
and services or any other business being conducted by or contemplated by the Company or any of its
Subsidiaries as of the Termination Date, in any geographic area in which the Company
does business, in the United States or abroad. 9.4 Remedy. a. The Executive and the Company specifically agree that, in the event
that the Executive shall breach the Executives obligations under this Article IX, the Company and
its subsidiaries will suffer irreparable injury and no adequate remedy for such breach, and shall
be entitled to injunctive relief or other relief in order to enforce or present any such violation
thereof (including the extension of the non-competition and nonsolicitation periods by a period
equal to the length of the violation and the length of proceedings necessary to stop such
violation). In particular, without limiting the generality of the foregoing, the Company shall not
be precluded from pursuing any and all remedies it may have at law or in equity for breach of such
obligations. If, at any time of enforcement of this Article IX, a court or an arbitrator holds that the
restrictions stated herein are unreasonable under circumstances then existing, the parties hereto
agree that the maximum period, scope or geographical area 23




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reasonable under such circumstances shall be substituted for the stated period, scope or area and
that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover
the maximum period, scope and area permitted by law. This Agreement shall not authorize a court or
arbitrator to increase or broaden any of the restrictions in this Article IX. b. In addition to any other remedies provided for herein, in the event that the Executive
shall breach in any material respect any obligation under this Article IX, the Executive shall
refund to the Company all compensation paid to the Executive pursuant to paragraphs d. and f. of
Section 5.1. Any such refund shall neither relieve the Executive of his obligations under this
Article IX nor limit the remedies the Company may have at law or in equity for breach of such
obligation. 9.5 Survival Article IX of this Agreement shall survive and continue in full force
and effect in accordance with its terms, notwithstanding the expiration of the Agreement Term. ARTICLE X MISCELLANEOUS 10.1 No Assignability. This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the Executive otherwise than by
will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executives legal representatives. 10.2 Successors. This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns. The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform it if no such
succession had taken place. Any successor to the business and/or assets of the Company which
assumes or agrees to perform this Agreement by operation of law, contract, or otherwise shall be
jointly and severally liable with the Company under this Agreement as if such successor were the
Company. 10.3 Payments to Beneficiary. If the Executive dies before receiving amounts to
which the Executive is entitled under this Agreement, such amounts shall be paid in a lump sum to
the beneficiary designated in writing by the Executive, or if none is so designated, to the
Executives estate. 10.4 Non-alienation of Benefits. Benefits payable under this Agreement
shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, 24




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encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary,
before actually being received by the Executive, and any such attempt to dispose of any right to
benefits payable under this Agreement shall be void. 10.5 Severability. If any one or more articles, sections or other portions of this
Agreement are declared by any court or governmental authority to be unlawful or invalid, such
unlawfulness or invalidity shall not serve to invalidate any article, section or other portion not
so declared to be unlawful or invalid. Any article, section or other portion so declared to be
unlawful or invalid shall be construed so as to effectuate the terms of such article, section or
other portion to the fullest extent possible while remaining lawful and valid. 10.6 Amendments. Except as provided in Section 2.2, this Agreement shall not be
altered, amended or modified except by written instrument executed by the Company and the
Executive. 10.7 Notices. All notices and other communications under this Agreement shall be in
writing and delivered by hand or by first class registered or certified mail, return receipt
requested, postage prepaid, addressed as follows: If to the Executive: 
 If to the Company: 
 or to such other address as either party shall have furnished to the other in writing. Notice and
communications shall be effective when actually received by the addressee. 10.8 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together constitute one and the same
instrument. 25




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10.9 Governing Law. This Agreement shall be interpreted and construed in accordance
with the laws of the State of Minnesota, without regard to its choice of law principles. 10.10 Captions. The captions of this Agreement are not a part of the provisions
hereof and shall have no force or effect. 10.11 Employment with Subsidiaries. Employment with the Company for purposes of this
Agreement shall include employment with any Subsidiary. 10.12 Companys Option to Fix Expiration Date. The Company shall have the right
prior to the Effective Date, in its sole discretion, pursuant to action by the Board, to determine
on expiration date for the Agreement Term, which expiration date shall not become effective until
the date fixed by the Board for such expiration date, which date shall be at least 30 days after
notice thereof is given by the Company to the Executive in accordance with Section 10.7; provided,
however, that no such action shall be taken by the Board following an Imminent Control Change Date
until, in the opinion of the Board, any such proposal or offer has been abandoned or terminated;
and provided further, that in no event shall the Board fix an expiration date pursuant to this
Section on and after the Effective Date. 10.13 No Waiver. The Executives failure to insist upon strict compliance with any
provision of this Agreement shall not be deemed a waiver of such provision or any other provision
of this Agreement. A waiver of any provision of this Agreement shall not be deemed a waiver of any
other provision, and any waiver of any default in any such provision shall not be deemed a waiver
of any later default thereof or of any other provision. 10.14 Entire Agreement. This Agreement contains the entire understanding of the
Company and the Executive with respect to its subject matter. 26




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IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the date
first above written. /s/Matt MeliusMETRIS COMPANIES INC.By:/s/Ronald N. ZebeckTitle:Chief Executive Officer
 27