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Exhibit 3.3
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
METRIS COMPANIES INC.
_______________________________
Pursuant to Section 242
of the General Corporation Law
of the State of Delaware
_______________________________
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Metris Companies Inc., a Delaware corporation (the "Corporation"),
DOES HEREBY CERTIFY:
1. That Section 1 of Article IV of the Corporation's Amended and
Restated Certificate of Incorporation (the "Certificate") is hereby amended to
read in its entirety as follows:
SECTION 1. Number of Shares. The total number of shares of all
classes of stock which the Corporation shall have authority to issue is
310,000,000 shares, consisting of 300,000,000 shares of Common Stock with
par value $.01 per share ("Common Stock"), and 10,000,000 shares of
Preferred Stock with par value $.01 per share ("Preferred Stock").
2. That, in accordance with Section 242(b) of the General Corporation
Law of the State of Delaware, the Board of Directors of the Corporation has duly
adopted a resolution approving the foregoing amendment to the Certificate (the
"Amendment") and directing that the Amendment be submitted to the holders of the
outstanding capital stock of the Corporation entitled to vote thereon for its
consideration and approval.
3. That, in accordance with Section 242(b) of the General Corporation
Law of the State of Delaware, the Amendment has been duly approved by the
affirmative vote of the holders of a majority of the outstanding capital stock
of the Corporation entitled to vote thereon.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be duly executed and acknowledged this 19th day of September, 2000.
METRIS COMPANIES INC.
By: /s/ Lorraine E. Waller
------------------------------
Lorraine E. Waller
Secretary
