AMENDMENT NO. 1 TO
WHEREAS, William A. Houlihan (Executive) and Metris Companies Inc. (Company) (collectively, the Parties) entered into a Change of Control Severance Agreement dated October 21, 2004 (Agreement); and
WHEREAS, Section 10.6 of the Agreement provides that such Agreement may be amended by written instrument executed by the Company and the Executive; and
WHEREAS, the Parties desire to amend the Agreement in certain respects;
NOW, THEREFORE, IT IS HEREBY AGREED that Sections 9.3(a), (b) and (c) of the Agreement are amended effective March 10, 2005, to substitute the words one year for the words two years where the latter appear therein.
IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement this 10th day of March, 2005.
|METRIS COMPANIES INC.|
/s/William A. Houlihan
|/s/David D. Wesselink|
WILLIAM A. HOULIHAN
|DAVID D. WESSELINK|
|Chairman and CEO|