[form of Exchange Agency Agreement

EXHIBIT 99.3


[FORM OF EXCHANGE AGENCY AGREEMENT]


______________, 1996


First Bank National Association c/o First Trust 180 East Fifth Street St. Paul, Minnesota 55101


Ladies and Gentlemen:


Fingerhut Companies, Inc. (the "Company"), a Minnesota corporation, hereby appoints First Bank National Association ("FBNA") to act as exchange agent (the "Exchange Agent") in connection with an exchange offer by the Company to exchange up to $125,000,000 aggregate principal amount of its 7.375% Senior Notes Due 1999 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its outstanding 7.375% Senior Notes Due 1999 (the "Old Notes" and together with the New Notes, the "Notes"). The terms and conditions of the exchange offer are set forth in a Prospectus dated , 1996 (as the same may be amended or supplemented from time to time, the "Prospectus") and in the related Letter of Transmittal, which together constitute the "Exchange Offer." The registered holders of the Notes are hereinafter referred to as the "Holders." Capitalized terms used herein and not defined shall have the respective meanings described thereto in the Prospectus.


On the basis of the representations, warranties and agreements of the Company and FBNA contained herein and subject to the terms and conditions hereof, the following sets forth the agreement between the Company and FBNA as Exchange Agent for the Exchange Offer:


1. APPOINTMENT AND DUTIES AS EXCHANGE AGENT.


a. The Company hereby authorizes FBNA to act as Exchange Agent in connection with the Exchange Offer and FBNA agrees to act as Exchange Agent in connection with the Exchange Offer. As Exchange Agent, FBNA will perform those services as are outlined herein or which are customarily performed by an exchange agent in connection with an exchange offer of like nature, including, but not limited to, accepting tenders of Old Notes, assisting the Company in the preparation of the documentation necessary to effect the transactions herein contemplated (without assuming responsibility for such documentation, unless such information has been furnished to the Company in writing by FBNA) and communicating generally regarding the Exchange Offer with brokers, dealers, commercial banks, trust companies and other persons, including Holders of the Old Notes.


b. The Company acknowledges and agrees that FBNA has been retained pursuant to this Agreement to act solely as Exchange Agent in connection with the Exchange Offer, and in such capacity, FBNA shall perform such duties as are outlined herein and which are specifically set forth in the section of the Prospectus captioned "The Exchange Offer" and in the Letter of Transmittal; provided, however, that in no way will FBNA's general duty to act in good faith and without gross negligence or willful misconduct be discharged by the foregoing.


c. FBNA will examine each of the Letters of Transmittal and certificates for Old Notes and any other documents delivered or mailed to FBNA by or for Holders of the Old Notes, and any book-entry conformations (as defined in the Prospectus) received by FBNA with respect to the Old Notes, to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with the instructions set forth therein and that such book-entry confirmations are in due and proper form and contain the information required to be set forth therein, and (ii) the Old Notes have otherwise been properly tendered. In each case where the Letters of Transmittal or any other documents have been improperly completed or executed or where book-entry confirmations are not in due and proper form or omit certain information, or any of the certificates for Old Notes are not in proper form for transfer or some other irregularity in connection with the tender or acceptance of the Old Notes exists, FBNA will endeavor, subject to the terms and conditions of the Exchange Offer, to advise the tendering Holders of the irregularity and to take any other action as may be necessary or advisable to cause such irregularity to be corrected. Notwithstanding the above, FBNA shall not be under any duty to give any notification of any irregularities in tenders or incur any liability for failure to give any such notification.


d. With the approval of the President, any Senior Vice President, any Executive Vice President, any Vice President or the Treasurer or any Assistant Treasurer of the Company, (such approval, if given orally, to be confirmed in writing) or any other party designated by any such officer, FBNA is authorized to waive any irregularities in connection with any tender of Old Notes pursuant to the Exchange Offer.


e. Tenders of Old Notes may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned "The Exchange Offer" and Old Notes shall be considered properly tendered only when tendered in accordance with such procedures set forth therein. Notwithstanding the provisions of this paragraph, Old Notes which the President, any Senior Vice President, any Executive Vice President, any Vice President or the Treasurer, any Assistant Treasurer or any other designated officer of the Company, shall approve (such approval, if given orally, to be confirmed in writing) as having been properly tendered shall be considered to be properly tendered.


f. FBNA shall advise the Company with respect to any Old Notes received as soon as possible after 5:00 p.m., New York City time, on the Expiration Date and accept its instructions with respect to disposition of such Old Notes.


g. FBNA shall ensure (i) that each Letter of Transmittal and, if required pursuant to the terms of the Exchange Offer, the related Old Notes or a bond power are duly executed (with signatures guaranteed where required) by the appropriate parties in accordance with the terms of the Exchange Offer; (ii) in those instances where the person executing the Letter of Transmittal (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity, proper evidence of his or her authority so to act is submitted; (iii) in those instances where Old Notes are tendered by persons other than the registered holder of such Old Notes, that customary transfer requirements, including any applicable transfer taxes, and the requirements imposed by the transfer restrictions on the Old Notes (including any applicable requirements for certifications, legal opinions or other information) are fulfilled; (iv) that Old Notes tendered in part are tendered in principal amounts of $1,000 and integral multiples thereof and that if any Old Notes are tendered for exchange in part, the untendered principal amount thereof is $250,000 or any integral multiple of $1,000 in excess thereof; and (v) FBNA shall deliver certificates for Old Notes tendered in part to the transfer agent for split-up and shall return any untendered Old Notes or Old Notes which have not been accepted by the Company to the Holders promptly after the expiration or termination of the Exchange Offer.


h. Upon acceptance by the Company of any Old Notes duly tendered pursuant to the Exchange Offer (such acceptance if given orally, to be confirmed in writing), FBNA will cause New Notes in exchange therefor to be issued as promptly as possible (subject to receipt from the Company of appropriate certificates under the related Indenture) and FBNA will deliver such New Notes on
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behalf of the Company at the rate of $1,000 principal amount of New Notes for each $1,000 principal amount of Old Notes tendered as promptly as possible after acceptance by the Company of the Old Notes for exchange and notice (such notice if given orally, to be confirmed in writing) of such acceptance by the Company; provided, however, that in all cases, Old Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by FBNA of certificates for such Old Notes (or a book-entry confirmation), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees and any other required documents. Unless otherwise instructed by the Company, FBNA shall issue New Notes only in denominations of $1,000 or any integral multiple thereof.


i. Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and the conditions set forth in the Prospectus and the Letter of Transmittal, Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time on or prior to the Expiration Date in accordance with the terms of the Exchange Offer.


j. Notice of any decision by the Company not to exchange any Old Notes tendered shall be given by the Company either orally (if given orally, to be confirmed in writing) or in a written notice to FBNA.


k. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Old Notes tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption "The Exchange Offer--Certain Conditions to the Exchange Offer" or otherwise, FBNA shall, upon notice from the Company (such notice if given orally, to be confirmed in writing), promptly after the expiration or termination of the Exchange Offer return such certificate ...