1ST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10(s)

OXFORD HEALTH PLANS, INC.

FIRST AMENDMENT
TO CREDIT AGREEMENT

          This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 2, 2003 and entered into by and among Oxford Health Plans, Inc., a Delaware corporation (“Company”), the financial institutions listed on the signature pages hereof (“Lenders”), Credit Suisse First Boston, as Administrative Agent for Lenders (“Administrative Agent”), Bank of America, N.A., as Syndication Agent (the “Syndication Agent”), and Fleet National Bank and JP Morgan Chase Bank, each as a Documentation Agent (the “Documentation Agents”), and is made with reference to that certain Credit Agreement, dated as of April 25, 2003 (the “Credit Agreement”), by and among Company, Lenders, Agent, Syndication Agent and Documentation Agents. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITAL

          WHEREAS, Company and Lenders desire to amend the Credit Agreement to decrease the Applicable Base Rate Margin and the Applicable LIBOR Margin applicable to the Term Loans as set forth herein;

          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1.    AMENDMENT TO THE CREDIT AGREEMENT

          1.1    Amendment to Section 1.1: Definitions

     Subsection 1.1 of the Credit Agreement is hereby amended as follows:

          A. The definition of “Applicable Base Rate Margin” is hereby deleted and the following is inserted in lieu thereof:

               “‘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:

; 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; provided further that for all periods prior to the First Amendment Effective Date, Applicable Base Rate Margin shall have the meaning set forth in this Agreement as in effect prior to such date.”

     B.        The definition of “Applicable LIBOR Margin” is hereby deleted and the following is inserted in lieu thereof:

          “‘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:

; 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 LIBOR Margin; provided further if either S&P or Moody’s does not provide a Credit Rating, the lowest level of Credit Ratings will apply; provided further that for all periods prior to the First Amendment Effective Date, Applicable LIBOR Margin shall have the meaning set forth in this Agreement as in effect prior to such date.”

     C.        Subsection 1.1 is further amended by adding the following definition:

          “First Amendment Effective Date” means December 2, 2003.

Section 2.    CONDITIONS TO EFFECTIVENESS

          Section 1 of this Amendment shall become effective only upon the satisfaction of all of the following conditions precedent:

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     A.     On or before the First Amendment Effective Date, Company shall deliver to Lenders (or to Administrative Agent for Lenders) the following, each, unless otherwise noted, dated the First Amendment Effective Date:

     B.     On or before the First Amendment Effective Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

     C.     Each Lender with outstanding Term Loans and Administrative Agent shall have executed and delivered copies of this Amendment to Administrative Agent.

Section 3. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete:

     A.     Corporate Power and Authority. Company has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement and the other Loan Documents as amended by this Amendment (the “Amended Agreement”).

     B.     Authorization of Agreements. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company.

     C.     No Conflict. The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement does not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to Company or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding

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on Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any of its Subsidiaries or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Company or any of its Subsidiaries.

     D.     Governmental Consents. The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement does not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body.

     E.     Binding Obligation. This Amendment has been duly executed and delivered by Company and this Amendment and the Amended Agreement are the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

     F.     Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

     G.     Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default.

Section 4. MISCELLANEOUS

     A.     Reference to and Effect on the Credit Agreement and the Other Loan Documents.

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     B.     Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

     C.     Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

     D.     Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

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