OXFORD HEALTH PLANS, INC.



                                CREDIT AGREEMENT



         This CREDIT AGREEMENT is dated as of April 25, 2003 and entered into by

and among OXFORD HEALTH PLANS, INC., a Delaware corporation ("COMPANY"), THE

FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually

referred to herein as a "LENDER" and collectively as "LENDERS"), CREDIT SUISSE

FIRST BOSTON ("CSFB"), acting through its Cayman Islands Branch, as

administrative agent for Lenders (in such capacity, "ADMINISTRATIVE AGENT"),

BANK OF AMERICA, N.A., as syndication agent for Lenders (in such capacity,

"SYNDICATION AGENT"), and FLEET NATIONAL BANK and JPMORGAN CHASE BANK, each as a

documentation agent for Lenders (collectively, in such capacity, "DOCUMENTATION

AGENT").



                                 R E C I T A L S



         WHEREAS, Lenders, at the request of Company, have agreed to extend

certain credit facilities to Company, the proceeds of which will be used, (i) to

repay all Indebtedness outstanding on the Closing Date under the Existing Credit

Agreement and to pay certain fees and expenses incurred in connection with the

refinancing, (ii) to make payments in an amount not exceeding $225.0 million in

respect of a settlement of a securities litigation involving Company (the

"SECURITIES LITIGATION SETTLEMENT PAYMENT"), and (iii) to provide financing for

working capital and other general corporate purposes of Company and its

Subsidiaries;



         WHEREAS, Company desires to secure all of the Obligations hereunder and

under the other Loan Documents by granting to Administrative Agent, on behalf of

Lenders, a First Priority Lien on substantially all of its personal and mixed

property, and all of the Capital Stock of Oxford Health Plans (NY), Inc., Oxford

Heal h Plans (NJ), Inc., Oxford Health Plans (CT), Inc., and Investors Guaranty

Life Insurance Company.



         NOW, THEREFORE, in consideration of the premises and the agreements,

provisions and covenants herein contained, Company, Lenders, Administrative

Agent, Syndication Agent and Documentation Agent agree as follows:



SECTION 1.        DEFINITIONS



         1.1      CERTAIN DEFINED TERMS.



         The following terms used in this Agreement shall have the following

meanings:



         "ADMINISTRATIVE AGENT" has the meaning assigned to that term in the

introduction to this Agreement and also means and includes any successor

Administrative Agent appointed pursuant to subsection 9.5A.



{PAGE}



         "AFFECTED LENDER" has the meaning assigned to that term in subsection

2.6C.



         "AFFECTED LOANS" has the meaning assigned to that term in subsection

2.6C.



         "AFFILIATE", as applied to any Person, means any other Person directly

or indirectly controlling, controlled by, or under common control with, that

Person. For the purposes of this definition, "control" (including, with

correlative meanings, the terms "controlling", "controlled by" and "under common

control with"), as applied to any Person, means the possession, directly or

indirectly, of the power to direct or cause the direction of the management and

policies of that Person, whether through the ownership of voting securities or

by contract or otherwise.



         "AGENTS" means Administrative Agent and Syndication Agent.



         "AGREEMENT" means this Credit Agreement dated as of April 25, 2003, as

it may be amended, supplemented or otherwise modified from time to time.



         "APPLICABLE BASE RATE MARGIN" means, as at any date of determination, a

percentage per annum for Revolving Loans or Term Loans as set forth below

opposite the applicable Credit Ratings:



{TABLE}

{CAPTION}

                                             Revolving Loans                 Term Loans

    Credit Ratings                           Base Rate Margin             Base Rate Margin

----------------------                       ----------------             ----------------

{S}                                          {C}                          {C}

BBB- or Baa3 or higher                             1.00%                       1.50%

BB+ or Ba1                                         1.25%                       1.75%

BB or Ba2 or lower                                 1.50%                       2.00%

{/TABLE}



; provided that in the event of split Credit Ratings, the applicable level shall

be the highest level for which the criteria for either rating is met, unless the

ratings differential is more than one ratings level, in which case the rating

one level below the higher of the two Credit Ratings will determine the

Applicable Base Rate Margin; provided further if either S&P or Moody's does not

provide a Credit Rating, the lowest level of Credit Ratings will apply.



         "APPLICABLE LIBOR MARGIN" means, as at any date of determination, a

percentage per annum for Revolving Loans or Term Loans as set forth below

opposite the applicable Credit Ratings:



{TABLE}

{CAPTION}

                                              Revolving Loans                Term Loans

    Credit Ratings                             LIBOR Margin                 LIBOR Margin

----------------------                        ---------------               ------------

{S}                                           {C}                           {C}

BBB- or Baa3 or higher                             2.00%                       2.50%

BB+ or Ba1                                         2.25%                       2.75%

BB or Ba2 or lower                                 2.50%                       3.00%

{/TABLE}



; provided that in the event of split Credit Ratings, the applicable level shall

be the highest level for which the criteria for either rating is met, unless the

ratings differential is more than one

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