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                                                                    EXHIBIT 10.a

                                                                    CONFIDENTIAL

                              EMPLOYMENT AGREEMENT

         AGREEMENT dated as of July 1, 1998, by and between OXFORD HEALTH PLANS,
INC. (the "Corporation"), having a principal office in Norwalk, Connecticut, and
Kevin R. Hill (the "Employee").

         WHEREAS, the Board of Directors of the Corporation (the "Board") has
approved and authorized the Corporation's entry into this Agreement with the
Employee; and

         WHEREAS, the parties desire to enter into this Agreement setting forth
the terms and conditions for the continued employment relationship of the
Corporation and the Employee

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Corporation and the Employee agree as follows:

         1.       Employment. The Employee is employed as Vice President of
Sales of the Corporation beginning April 1, 1998 (the "Effective Date"). As Vice
President of Sales the Employee shall render executive, policy and other
management services to the Corporation of the type customarily performed by
persons serving in a similar executive officer capacity, subject to the powers
by law vested in the Board and in the Corporation's stockholders. The Employee
shall report to the President of the Corporation and shall perform such other
related duties as the President of the Corporation may from time to time
reasonably direct or request. The Employee shall be a full time employee of the
Corporation.

         The Employee shall perform his duties and responsibilities under this
Agreement

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                                                                    CONFIDENTIAL

faithfully, diligently and to the best of the Employee's ability, and in
compliance with all applicable laws and the Corporation's Certificate of
Incorporation and Bylaws, as they may be amended from time to time.

                  2.       Term. The initial term of employment under this
         Agreement shall be for a period of two (2) years commencing on the
         Effective Date (the "Term"). This Agreement shall be extended
         automatically for two (2) additional years on the second anniversary
         date of the Effective Date and on each second anniversary of the
         Effective Date thereafter, unless either the Corporation or the
         Employee gives contrary written notice to the other not less than three
         (3) months in advance of such anniversary of the Effective Date.
         References herein to the Term shall refer both to such initial term and
         such successive terms. Upon a "Change in Control" (as defined in
         Section 7(a)) of the Corporation, the Term shall be extended to two (2)
         years from the date of such Change in Control, unless notice to
         terminate the Term has been properly provided prior to the date of such
         Change in Control, and such Change in Control date shall be treated as
         the Effective Date for purposes of renewals of this Agreement. The Term
         shall end upon the termination of the Employee's employment under this
         Agreement.

                  3.       Compensation. (a) Base Salary. The Corporation agrees
         to pay the Employee during the Term an annual base salary ("Base
         Salary") of $275,000. The Base Salary shall be reviewed at least
         annually during the Term by the Board, and the Employee shall receive
         such increases in Base Salary, if any, as the Compensation Committee of
         the Board (the "Committee") in its absolute discretion may determine,

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         together with such performance or merit increases, if any, as the
         Committee in its absolute discretion may determine. Participation with
         respect to discretionary bonuses, retirement and other employee benefit
         plans and fringe benefits shall not reduce the Base Salary payable to
         the Employee under this Section 3. The Base Salary shall be payable to
         the Employee in equal installments in conformity with the Corporation's
         normal payroll periods.

                  (b) Bonus. During the Term, the Employee shall be eligible to
         receive an annual performance bonus (in an amount no greater than 100 %
         of the earned Base Salary for the year in which such performance is
         measured) consistent with the Corporation's management incentive
         program, as recommended by the President and approved by the Committee
         and the Chief Executive Office and the Chairman of the Corporation;
         provided however, that in July of 1998 the Employee shall receive
         $100,000 which constitutes a portion of the total annual bonus due to
         the Employee in 1998.

                  (c) Options. Upon the execution by the Employee of this
         Agreement, the Corporation shall grant the Employee an option to
         acquire 50,000 shares of the Corporation's common stock pursuant to the
         terms and conditions of the Corporation's 1991 Stock Option Plan (the
         "Plan"), at an exercise price equal to the fair market value of such
         common stock at the close of business on the date of grant, vesting in
         four equal annual installments over the four years from date of grant.

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                  4.       Withholding Obligation. The Corporation shall have
         the ability to withhold compensation otherwise due to the Employee
         under this Agreement any federal income tax, Federal Insurance
         Contribution Act tax, Federal Insurance Contribution Act tax, Federal
         Unemployment Act tax, or other amounts required to be withheld from
         compensation from time to time under the Internal Revenue Code of 1986,
         as amended (the "Code"), or under any state or municipal laws or
         regulations.

                  5.       Fringe Benefits.

                           (a) Vacations and Leave. During the Term, the
         Employee shall be eligible to accrue 23 select days per calendar year
         or such longer period as the Committee may approve. The Employee shall
         schedule the timing of paid select time in a reasonable manner. The
         Employee shall also be eligible for such other leave, with or without
         compensation, as shall be mutually agreed upon by the Committee and the
         Employee.

                           (b) Participation in Retirement and Employee Benefit
         Plans. During the Term, the Employee shall be eligible to participate
         in the Corporation's 1991 Stock Option Plan, annual incentive
         compensation plan, the Oxford Specialty Holdings, Inc. 1996 Equity
         Incentive Compensation Plan and any other plan of the Corporation or
         its subsidiaries relating to stock options, stock appreciation, stock
         purchases, pension, thrift, profit sharing, group life insurance,
         Manulife coverage, medical coverage, education or other retirement or
         employee benefits that the Corporation may adopt for the benefit of its
         executive employees. The employee will contribute to the cost of

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         benefits at the Employee rate.

                           (c) Disability. If the Employee shall become disabled
         or incapacitated during the Term to the extent that he is unable to
         perform his duties and responsibilities hereunder, he shall be eligible
         to receive disability benefits, of the type currently provided to him,
         or, if more favorable to the Employee, benefits of the type provided
         for other executive employees in similar positions with the
         Corporation.

                           (d) Death. If the Employee shall die during the Term,
         the Corporation shall pay to such person as the Employee has designated
         in a notice filed with the Corporation, or, if no such notice is filed,
         to his estate, in substantially equal monthly installments, from the
         date of his death for a period of three (3) months, an amount equal to
         the Employee's Base Salary as of his date of death.

                           (e) Other Benefits. During the Term, the Employee
         shall be eligible to participate in any other fringe benefits which are
         or may become applicable to the Corporation's executive employees,
         including a car allowance of $750.00 per month, a reasonable expense
         account, and any other benefits which are commensurate with the duties
         and responsibilities to be performed by the Employee under this
         Agreement.

                  6.       Termination of Employment. The Employee's employment
         hereunder may be terminated under the circumstances set forth in
         paragraphs (a) through (e) below:

                           (a) Death. The Employee's employment hereunder shall
         terminate upon his death.

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                           (b) Disability. If, as a result of the Employee's
         incapacity due to physical or mental illness, the Employee shall have
         been absent from his duties hereunder on a full-time basis for the
         entire period of six (6) consecutive months, and within thirty (30)
         days after written Notice of Termination is given (which may occur
         before or after the end of such six (6) month period) shall not have
         returned to the performance of his duties hereunder on a full-time
         basis, the Corporation may terminate the Employee's employment
         hereunder for "Disability".

                           (c) Cause. The Corporation may terminate the
         Employee's employment hereunder for Cause or without Cause. Except as
         provided in Section 7(b) hereof following a Change in Control,
         termination for Cause shall mean termination because the Employee (i)
         engages in the following conduct in connection with his employment with
         the Corporation: personal dishonesty, willful misconduct, breach of
         fiduciary duty involving personal profit, breach of a restrictive
         covenant against competition, disclosure of confidential information of
         the Corporation, consistent intentional failure to perform stated
         duties after notice, or (ii) willfully violates any law, rule, or
         regulation (other than traffic violations or similar offenses), which
         willful violation materially impacts the Employee's performance of his
         duties to the Corporation.

                           (d) Good Reason. The Employee may terminate his
         employment hereunder with or without Good Reason; provided, however,
         that the Employee agrees not to terminate his employment hereunder
         (other than for Good Reason or for Retirement) during the ninety-day
         period following a Change in Control. Except as

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         provided in Section 7(c) hereof following a Change in Control, for
         purposes of this Agreement "Good Reason" shall mean any (i) removal of
         the Employee from, or failure to re-appoint the Employee to, his
         position as Vice President of Sales, except in connection with
         termination of the Employee for Cause, or (ii) requirement that the
         Employee report to someone other than the President or Chief Executive
         Officer of the Corporation, or (iii) failure by the Corporation to
         comply with Section 3 hereof in any material respect. For purposes of
         this Agreement, "Good Reason" shall not exist until after Employee has
         given the Company notice of the applicable event within 90 days of such
         event and which is not remedied within 30 days after receipt of written
         notice from Employee specifically delineating such claimed event and
         setting forth Employee's intention to terminate employment if not
         remedied; provided, that if the specified event cannot reasonably be
         remedied within such 30-day period and the Company commences reasonable
         steps within such 30-day period to remedy such event and diligently
         continues such steps thereafter until a remedy is effected, such event
         shall not constitute "Good Reason" provided that such event is remedied
         within 60 days after receipt of such written notice.

                           (e) Retirement. For purposes of this Agreement,
         "Retirement" shall mean termination of the Employee's employment by
         either the Employee (other than for Good Reason) or the Corporation
         (other than for Cause) on or after the Employee's normal retirement age
         under the terms of the Corporation's pension plan (or, any other
         tax-qualified plan, if no pension plan exists); provided, that,
         following a Change in

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         Control such normal retirement age may not be reduced for purposes of
         this Agreement without the consent of the Employee.

                           (f) Date of Termination. For purposes of this
         Agreement, "Date of Termination" means (1) the effective date on which
         the Employee's employment by the Corporation terminates as specified in
         a Notice of Termination by the Corporation or the Employee, as the case
         may be, or (2) if the Employee's employment terminates by reason of
         death, the date of death of the Employee. Notwithstanding the previous
         sentence, (i) if the Employee's employment is terminated for Disability
         (as defined in Section 6(b)), then such Date of Termination shall be no
         earlier than thirty (30) days following the date on which a Notice of
         Termination is received, and (ii) if the Employee's employment is
         terminated by the Corporation other than for Cause, then such Date of
         Termination shall be no earlier than thirty (30) days following the
         date on which a Notice of Termination is received.

                           (g) Payment Upon Termination. Upon any termination of
         employment hereunder, the Corporation shall pay the Employee, within
         ten (10) days following his Date of Termination, a lump sum cash amount
         equal to the sum of (i) the Employee's unpaid Base Salary through the
         Date of Termination, (ii) any bonus payments which have become payable
         (other than deferred amounts), to the extent not theretofore paid, and
         (iii) any vacation pay owed with respect to accrued, but unused,
         vacation.

                           (h) Termination Without Cause, For Good Reason or
         Upon Failure to Renew. In addition to the payments set forth in Section
         6(g) hereof, in the event

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         that the Employee's employment with the Corporation terminates either
         (1) prior to a Change in Control or (2) following the two-year period
         immediately subsequent to a Change in Control (including as a result of
         a notice of non-renewal of the Term by the Corporation provided during
         such two-year period), in each case as a result of (i) a termination by
         the Employee for Good Reason, (ii) a termination by the Corporation
         without Cause (other than for Retirement or Disability) or (iii) notice
         by the Corporation of non-renewal of the Term (other than for
         Retirement), then the Corporation shall pay to the Employee an amount
         equal to the sum of the Base Salary earned by the Employee from the
         Corporation and its subsidiaries during the twelve-month period
         immediately preceding the Employee's Date of Termination, plus the
         annual bonus earned by the Employee from the Corporation and its
         subsidiaries in respect of the fiscal year immediately preceding the
         Employee's Date of Termination; provided, however, that such annual
         bonus amount is not less than 100% of the Base Salary earned by the
         Employee from the Corporation and its subsidiaries during the
         twelve-month period immediately preceding the Employee's Date of
         Termination. Such an amount shall be paid in twelve (12) equal monthly
         installments in conformity with the Corporation's normal payroll
         periods. In addition, the Corporation agrees to pay the Manulife
         premium for the remaining portion of the calendar year following the
         Employee's Date of Termination. Furthermore, the Corporation shall pay
         the Employee for any accrued, but unused select time in accordance with
         the Corporation's normal benefit policies and procedures.

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                           (i) Consulting Arrangement. In the event that the
         Employee's employment with the Corporation terminates as a result of
         (i) termination by the Employee for Good Reason (under sections 6(d) or
         Section 7(c)), as applicable or (ii) a termination by the Corporation
         without Cause (under either Section 6(c) or 7(b)), as applicable (other
         than for Retirement or Disability), the Employee shall serve as a
         consultant to the Corporation until the first anniversary of the
         Employee's Date of Termination (the "Consulting Period"). During the
         Consulting Period, the Employee shall be reasonably available for
         consultation with the Corporation by telephone or in person at the
         Corporation's principle executive office. Performance of consulting
         services shall be scheduled on a reasonable notice and in such a manner
         so as not to significantly interfere with other business activities of
         the Employee. In addition, during the Consulting Period, (x) the
         employee shall be permitted to continue to participate in the
         Corporation's group health plan (provided that if the Employee cannot
         continue to participate in such plan, the Corporation shall provide
         such benefit on the same after-tax basis as if continue participation
         had been permitted), and (y) service as a consultant during the
         Consulting Period shall be treated as service with the Corporation for
         purposes of determining the vested percentage of stock options and
         other equity awards granted to the Employee by the Corporation as of
         the Date of Termination. During the Consulting Period, the Corporation
         shall pay the Employee a fee for any days on which consulting services
         are performed by the Employee, at a per diem rate equal to the quotient
         obtained by dividing the rate of the Employee's base

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         annual salary as of the Date of Termination by 260.

                  7.       Termination of Employment Following a Change in
         Control.

                  (a) Change in Control Defined. For purposes of this Agreement,
            a "Change in Control" shall be deemed to have taken place if:

                           (i)      any "person" (as defined below) is or
            becomes the "beneficial owner" (as defined in Rule 13d-3 under the
            Securities Exchange Act of 1934 (the "Exchange Act")), directly or
            indirectly, of securities of the Corporation representing 30% or
            more of the total voting power represented by the Corporation's then
            outstanding voting securities;

                           (ii)     a change in the composition of the Board of
            Directors of the Corporation occurs, as a result of which fewer than
            two-thirds (2/3) of the incumbent directors are directors who either
            (A) had been directors of the Corporation on the "look-back date"
            (as defined below) or (B) were elected, or nominated for election,
            to the Board of Directors of the Corporation with the affirmative
            votes of at least a majority of the directors who had been directors
            of the Corporation on the "look-back date" and who were still in
            office at the time of the election or nomination;

                           (iii)    the stockholders of the Corporation approve
            a merger or consolidation of the Corporation with any other
            corporation, other than a merger or consolidation which would result
            in the voting securities of the Corporation outstanding immediately
            prior thereto continuing to represent (either by remaining

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            outstanding or by being converted into voting securities of the
            surviving entity) at least 80% of the total voting power represented
            by the voting securities of the Corporation or such surviving entity
            outstanding immediately after such merger or consolidation; or

                           (iv)     the stockholders of the Corporation approve
            (A) a plan of complete liquidation of the Corporation or (B) an
            agreement for the sale or disposition by the Corporation of all or
            substantially all of the Corporation's assets.

            For purposes of paragraph (a)(i), the term "person" shall have the
            same meaning as when used in sections 13(d) and 14(d) of the
            Exchange Act, but shall exclude (1) a trustee or other fiduciary
            holding securities under an employee benefit plan of the Corporation
            or of a parent or subsidiary of the Corporation or (2) a corporation
            owned directly or indirectly by the stockholders of the Corporation
            in substantially the same proportions as their ownership of the
            common stock of the Corporation. For purposes of paragraph (a)(ii),
            the term "look-back date" shall mean the later of (A) the date
            twenty-four (24) months prior to the change in the composition of
            the Board and (B) the Effective Date. Any other provision of this
            Section 7(a) notwithstanding, the term "Change in Control" shall not
            include either of the following events, if undertaken at the
            election of the Corporation:

                                    (x)      a transaction, the sole purpose of
                                             which is to change the state of the
                                             Corporation's incorporation; or

                                    (y)      a transaction, the result of which
                                             is to sell all or

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                                             substantially all of the assets of
                                             the Corporation to another
                                             corporation or entity (the
                                             "surviving entity"); provided that
                                             the voting power represented by the
                                             surviving entity's securities (or
                                             other equity interests) is owned
                                             directly or indirectly by the
                                             stockholders of the Corporation
                                             immediately following such
                                             transaction in substantially the
                                             same proportions as their ownership
                                             of the voting power represented by
                                             the Corporation's common stock
                                             immediately preceding such
                                             transaction; and provided, further,
                                             that the surviving entity expressly
                                             assumes this Agreement.

                  Notwithstanding anything in this Agreement to the contrary, if
         the Employee's employment terminates prior to a Change in Control, and
         the Employee reasonably demonstrates that such termination was at the
         request or suggestion of a third party who has indicated an intention
         or taken steps reasonably calculated to effect a Change in Control (a
         "Third Party"), then for all purposes of this Agreement, the date of a
         Change in Control shall mean the date immediately prior to the date of
         such termination of employment.

                  (b) Cause. During the two-year period following a Change in
         Control, "Cause" shall mean (i) the willful and continued failure of
         the Employee to substantially perform his duties with the Corporation
         (other than any such failure

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         resulting from the Employee's incapacity due to physical or mental
         illness or any such failure subsequent to the Employee being delivered
         a notice of termination without Cause by the Corporation or delivering
         a notice of termination for Good Reason to the Corporation) after a
         written demand for substantial performance is delivered to the Employee
         by the Board which specifically identifies the manner in which the
         Board believes that the Employee has not substantially performed the
         Employee's duties, or (ii) the willful engaging by the Employee in
         illegal conduct or gross misconduct which is demonstrably and
         materially injurious to the Corporation or its subsidiaries. For
         purpose of this paragraph (b), no act or failure to act by the Employee
         shall be considered "willful" unless done or omitted to be done by the
         Employee in bad faith and without reasonable belief that the Employee's
         action or omission was in the best interests of the Corporation or its
         affiliates. Any act, or failure to act, based upon authority given
         pursuant to a resolution duly adopted by the Board, based upon the
         advice of counsel for the Corporation, shall be conclusively presumed
         to be done, or omitted to be done, by the Employee in good faith and in
         the best interests of the Corporation. Cause shall not exist unless and
         until the Corporation has delivered to the Employee a copy of a
         resolution duly adopted by two-thirds (2/3) of the entire Board at a
         meeting of the Board called and held for such purpose (after reasonable
         notice to the Employee and an opportunity for the Employee, together
         with counsel, to be heard before the Board), finding that in the good
         faith opinion of the Board an event set forth in clause (i) or (ii) has
         occurred and specifying the particulars thereof in

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         detail. Following a Change in Control, the Corporation must notify the
         Employee of any event constituting Cause within ninety (90) days
         following the Corporation's knowledge of its existence or such event
         shall not constitute Cause under this Agreement.

                  (c)      Good Reason. During the two-year period following a
         Change in Control, "Good Reason" shall mean, without the Employee's
         express written consent, the occurrence of any of the following events:

                  (1)      (i) the assignment to the Employee of any duties or
            responsibilities (including reporting responsibilities) inconsistent
            in any material and adverse respect with the Employee's duties and
            responsibilities with the Corporation immediately prior to such
            Change in Control (including any diminution of such duties or
            responsibilities such as not retaining the Vice Preside of Sales
            role); provided, however, that Good Reason shall not be deemed to
            occur upon a change in duties or responsibilities that is solely and
            directly a result of the Corporation no longer being a publicly
            traded entity, and does not involve any other event set forth in
            this paragraph (c), or (ii) a material and adverse change in the
            Employee's reporting responsibilities (such as not reporting
            directly to the President), titles or offices (other than membership
            on the Board) with the Corporation as in effect immediately prior to
            such Change in Control;

                  (2)      a reduction by the Corporation in the Employee's rate
            of annual

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            Base Salary or annual bonus opportunity (including any adverse
            change in the formula for such annual bonus target) as in effect
            immediately prior to such Change in Control or as the same may be
            increased from time to time thereafter;

                  (3)      any requirement of the Corporation that the Employee
            (i) be based anywhere more than thirty (30) miles from the office
            where the Employee is located at the time of the Change in Control
            or (ii) travel on the Corporation's business to an extent
            substantially greater than the travel obligations of the Employee
            immediately prior to such Change in Control;

                  (4)      the failure of the Corporation to (i) continue in
            effect any employee benefit plan, compensation plan, welfare benefit
            plan or material fringe benefit plan in which the Employee is
            participating immediately prior to such Change in Control, or the
            taking of any action by the Corporation which would adversely affect
            the Employee's participation in or reduce the Employee's benefits
            under any such plan, unless the Employee is permitted to participate
            in other plans providing the Employee with substantially equivalent
            aggregate benefits (at substantially comparable cost with respect to
            welfare benefit plans), or (ii) provide the Employee with paid
            vacation in accordance with the most favorable plans, policies,
            programs and practices of the Corporation and its affiliated
            companies as in effect for the Employee immediately prior to such
            Change in Control; or

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                  (5)      the failure of the Corporation to obtain the
            assumption agreement from any successor as contemplated in Section
            11(a) hereof.

                  Any event or condition described in Section 7(c)(1) through
         (4) which occurs prior to a Change in Control, but with respect to
         which the Employee is able to reasonably demonstrate was at the request
         or suggestion of a Third Party, shall constitute Good Reason following
         a Change in Control for purposes of this Agreement (as if a Change in
         Control had occurred immediately prior to the occurrence of such event
         or condition) notwithstanding that it occurred prior to the Change in
         Control. An isolated, insubstantial and inadvertent action taken in
         good faith and which is remedied by the Corporation promptly after
         receipt of notice thereof given by the Employee shall not constitute
         Good Reason. The Employee's right to terminate employment for Good
         Reason shall not be affected by the Employee's incapacity due to mental
         or physical illness and the Employee's continued employment shall not
         constitute consent to, or a waiver of rights with respect to, any event
         or condition constituting Good Reason. Following a Change in Control,
         the Employee must provide notice of termination of employment within
         ninety (90) days of the Employee's knowledge of an event constituting
         Good Reason or such event shall not constitute Good Reason under this
         Agreement.

                  (d) In addition to the payments set forth in Section 6(g)
         above, in the event the Employee's employment with the Corporation
         terminates within two (2) years following a Change in Control either
         (i) by the Corporation without Cause (other

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         than for Retirement or Disability) or (ii) by the Employee for Good
         Reason, then the Corporation shall (1) pay to the Employee, within ten
         (10) days following the Employee's Date of Termination, a lump sum cash
         amount equal to two (2) times the sum of (i) the highest annual rate of
         Base Salary of the Employee during the 3-year period immediately
         preceding the Employee's Date of Termination and (ii) the highest
         annual bonus earned by Employee in respect of the three (3) fiscal
         years of the Corporation immediately preceding the year in which the
         Employee's Date of Termination occurs (provided, that if the Employee
         has not been employed by the Corporation for such three-fiscal-year
         period, the greater of (x) the target annual bonus (without regard to
         any reduction that would give rise to Good Reason) for the year in
         which the Employee's Date of Termination occurs and (y) the amount
         otherwise determined under this clause (ii) without regard to this
         parenthetical), provided, however, that such annual bonus amount shall
         not be less than 100% of the Base Salary earned by the Employee from
         the Corporation and its subsidiaries during the twelve-month period
         immediately preceding the Employee's Date of Termination, (2) cause
         each option to immediately vest and become exerciseable in full, and
         (3) continue to provide, for a period of two (2) years following the
         Date of Termination, the Employee (and the Employee's dependents if
         applicable) with the same level of medical, dental, accident,
         disability and life insurance benefits (including Manulife benefits),
         upon substantially the same terms and conditions (including cost of
         coverage to the Employee) as existed immediately prior to the
         Employee's Date of

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         Termination (or, if more favorable to the Employee, as such benefits
         and terms and conditions existed immediately prior to the Change in
         Control); provided, that, if the Employee cannot continue to
         participate in the Corporation plans providing such benefits, the
         Corporation shall otherwise provide such benefits on the same after-tax
         basis as if continued participation had been permitted. Notwithstanding
         the foregoing, in the event the Employee becomes reemployed with
         another employer and becomes eligible to receive welfare benefits from
         such employer, the welfare benefits described herein shall be secondary
         to such benefits during the period of the Employee's eligibility, but
         only to the extent that the Corporation reimburses the Employee for any
         increased cost and provides any additional benefits necessary to give
         the Employee the benefits hereunder.

                  8.       Covenants Not to Compete; Confidentiality.

                  (a) The Employee covenants that if he voluntarily terminates
         his employment with the Corporation prior to the end of the term of
         this Agreement, unless such termination either is approved by the Board
         or is within the two-year period following a Change in Control, he
         shall not, for a period of one (1) year following such Date of
         Termination:

                  (1) engage or be interested, whether alone or together with or
            on behalf or through any other person, firm, association, trust,
            venture, or corporation, whether as sole proprietor, partner,
            shareholder, agent, officer, director, employee, adviser,
            consultant, trustee, beneficiary or otherwise, in any business

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            principally and directly engaged in the operation of health
            maintenance organizations or the health insurance business or in the
            management of specialty medical care through case rate contracting;
            which business operates in a geographic area in which, at the time
            of such termination of employment, the Corporation is conducting
            business or plans to conduct business (a "competing business");

                  (2) assist others in conducting any competing business;

                  (3) directly or indirectly recruit or induce or hire any
            person who is an employee of the Corporation or any of its
            subsidiaries, or solicit any of the Corporation's customers, clients
            or providers; or

                  (4) own any capital stock or any other securities of, or have
            any other direct or indirect interest in, any entity which owns or
            operates a competing business, other than the ownership of (i) less
            than five percent (5%) of any such entity whose stock is listed on a
            national securities exchange or traded in the over-the-counter
            market and which is not controlled by the Employee or any affiliate
            of the Employee or (ii) any limited partnership interest in such an
            entity.

                  Nothing contained in this section, however, shall prohibit the
         Employee from taking any of the actions set forth in clause (1), (2),
         (3) or (4) above if (i) the Employee's employment has been terminated
         other than for Cause, or (ii) the Employee has terminated employment
         for Good Reason.

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                  (b) In the event that the Employee breaches or threatens to
         breach any of the terms of this Section 8, the Employee acknowledges
         that the Corporation's remedy at law would be inadequate and that the
         Corporation shall be entitled to an injunction restraining the Employee
         from committing or continuing such breach.

                  (c) Notwithstanding anything in this Agreement to the
         contrary, the provisions of the Confidentiality and Non-Competition
         Agreement dated as of May 31, 1995 between the Employee and the Company
         (the "Non-Competition Agreement") shall be unaffected by the terms of
         this Agreement.

                  9.       Payment Obligation Absolute. Except with respect to
         continued welfare benefits under Section 7(d), the Corporation's
         obligation to pay the Employee the compensation and other benefits
         provided herein shall be absolute and unconditional and shall not be
         affected by an circumstances, including, without limitation, any
         set-off, counterclaim, recoupment, defense or other right which the
         Corporation may have against the Employee. All amounts payable by the
         Corporation hereunder shall be paid without notice or demand.

                  10.      Notice.

                  (a)      For purposes of this Agreement, all notices and other
         communications required or permitted hereunder shall be in writing and
         shall be deemed to have been duly given when delivered or five (5) days
         after deposit in the United States mail, certified and return receipt
         requested, postage prepaid, addressed as follows:

                                      -21-

<PAGE>

                  If to the Employee:
                  Kevin R. Hill
                  20 Garryford Drive
                  Middletown, NJ 07748

                  If to the Corporation:
                  Oxford Health Plans, Inc.
                  800 Connecticut Avenue
                  Norwalk, Connecticut 06854
                  Attention: Secretary

         or to such other address as either party may have furnished to the
         other in writing in accordance herewith, except that notices of change
         of address shall be effective only upon receipt.

                  (b) A written notice (a "Notice of Termination") of the
         Employee's Date of Termination by the Corporation or the Employee, as
         the case may be, to the other, shall (i) indicate the specific
         termination provision in this Agreement relied upon, (ii) to the extent
         applicable, set forth in reasonable detail the facts and circumstances
         claimed to provide a basis for termination of the Employee's employment
         under the provision so indicated and (iii) specify the Date of
         Termination. The failure by the Employee or the Corporation to set
         forth in such notice any particular fact or circumstance which
         contributes to a showing of Good Reason or Cause shall not waive any
         right of the Employee or the Corporation hereunder or preclude the
         Employee or the Corporation from asserting such fact or circumstance in

                                      -22-

<PAGE>

         enforcing the Employee's or the Corporation's rights hereunder.

                  11.      Cooperation.

                  During the Term and thereafter, the Employee hereby agrees to
         reasonably cooperate with the Corporation in respect of all legal
         proceedings, regulatory inquiries and related matters that are in
         progress as of the Effective Date, or that may subsequently be filed
         that arise in respect of and/or are in connection with any activities
         of the Corporation during the term of the Employee's employment with
         the Corporation.

                  12.      D&O Insurance and Indemnification.

                  During the Term and thereafter, the Corporation shall continue
         to provide the Employee with no less favorable director and officer
         indemnification and insurance coverage than such coverage in effect
         from time to time for the director's and officers of the Corporation,
         subject to the availability of such insurance at a reasonable cost to
         the Corporation, and provided further that such director and officer
         insurance need not be provided for a period longer than six (6) years
         from the Employee's Date of Termination.

                  13.      General Provisions.

                  (a) No Assignments. This Agreement is personal to each of the
         parties hereto. Neither party may assign or delegate any of his or its
         rights or obligations hereunder without first obtaining the written
         consent of the other party; provided, however, that the Corporation
         agrees that concurrently with any merger or sale of

                                      -23-

<PAGE>

         assets which would constitute a Change in Control hereunder, it will
         cause any successor or transferee unconditionally to assume, by written
         instrument delivered to the Employee (or is beneficiary or estate), all
         of the obligations of the Corporation hereunder. Failure of the
         Corporation to obtain such assumption prior to the effectiveness of any
         such merger or sale of assets shall be a breach of the Agreement and
         shall constitute Good Reason hereunder and shall entitle the Employee
         to compensation and other benefits from the Corporation in the same
         amount and on the same terms as the Employee would be entitled
         hereunder if the Employee's employment were terminated following a
         Change in Control under Section 7(d) hereof. For the purposes of
         implementing the forgoing, the date on which any such merger or sale of
         assets becomes effective shall be deemed the date Good Reason occurs,
         and shall be the Date of Termination if requested by the Employee.
         Notwithstanding the foregoing, this Agreement shall inure to the
         benefit of and be enforceable by the Employee's personal or legal
         representatives, executors, administrators, successors, heirs,
         distributees, devisees and legatees. If the Employee shall die while
         any amounts would be payable to the Employee hereunder had the Employee
         continued to live, all such amounts, unless otherwise provided herein,
         shall be paid in accordance with the terms of this Agreement to such
         person or persons appointed in writing by the Employee to receive such
         amounts or, if no person is so appointed, to the Employee's estate.

                  (b) Indemnification of Employee. In the event the employment
         of the

                                      -24-

<PAGE>

         Employee is terminated by the Corporation without Cause or by the
         Employee for Good Reason hereof and the Corporation fails to make
         timely payment of the amounts then owed to the Employee under this
         Agreement, The Employee shall be entitle to indemnification for all
         reasonable costs (as such costs are incurred), including attorneys'
         fees and disbursements, incurred by the Employee in taking action to
         collect such amounts or otherwise to enforce this Agreement, plus
         interest on all such amounts at the annual rate of one percent above
         the prime rate (defined as the base rate on corporate loans at large
         U.S. money center commercial banks as published by the wall Street
         Journal), compounded monthly, for the period from the time payment is
         due until payment is made to the Employee. The Employee shall also be
         entitled to interest (at the rate described in the immediately
         preceding sentence) on such reasonable costs incurred from the date the
         Employee delivers a receipt to the Corporation for such costs until the
         date they are reimbursed to the Employee. Such indemnification and
         interest shall be in addition to all rights to which the Employee is
         otherwise entitled under this Agreement.

                  (c)) Entire Agreement; Amendments or Additions; Action by
         Board. This Agreement contains the entire agreement between the parties
         hereto with respect to the transactions contemplated hereby and
         supersedes all prior oral and written agreements, memoranda,
         understandings and undertakings between the parties hereto relating to
         the subject matter hereof, except that the terms and conditions of the
         confidentiality and Non-Competition Agreement shall be unaffected by
         the provisions

                                      -25-

<PAGE>

         of this Agreement. No amendments or additions to this Agreement shall
         be binding unless in writing and signed by both parties. The prior
         approval by a two-thirds (2/3) affirmative vote of the full Board shall
         be required in order for the Corporation to authorize any amendments or
         additions to this Agreement, to give any consents or waivers of
         provisions of this Agreement, or to take any other action under this
         Agreement including any termination of the employment of the employee
         with or without Cause. For purposed of Board approval with respect
         hereto, if the Employee is also a director of the Corporation, he shall
         abstain from acting on matters pertaining to the Agreement and shall
         not be counted as a Board member for purposes of the two-thirds (2/3)
         requirement.

                  (d) Governing Law. This Agreement shall be governed by the
         laws of the State of Connecticut as to all matters, including but not
         limited to, matters of validity, construction, effect and practice.

                  (e) Arbitration. Except with respect to injunctive relief
         under Section 8(b) hereof, any dispute or controversy under this
         Agreement shall be settled exclusively by arbitration in Norwalk,
         Connecticut by three (3) arbitrators in accordance with the rules of
         the American Arbitration Association then in effect. Judgment may be
         entered on the arbitration award in any court having jurisdiction. The
         Corporation shall bear all costs and expenses arising in connections
         with any arbitration proceeding pursuant to this Section 11(e).

                  (f) Employment with Subsidiaries. Employment with the
         Corporation

                                      -26-

<PAGE>

         for purposes of this Agreement shall include employment with any
         subsidiary of the Corporation.

                  (g) Severability. The provisions of this Agreement shall be
         deemed severable and the invalidity or unenforceability of any
         provision shall not affect the validity or enforceability of the other
         provisions hereof.

                  (h) Section Headings. The section headings used in this
         Agreement are included solely for convenience and shall not affect, or
         be used in connection with, the interpretation of this Agreement.

                  (i) Counterparts. This Agreement may be executed in two or
         more counterparts, each of which shall be deemed to be an original and
         all of which together shall constitute one and the same instrument.

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
         Agreement as of the day and year first above written.

                                                OXFORD HEALTH PLANS, INC.

                                                By: /s/ William Sullivan
                                                    ---------------------------
                                                    William Sullivan, President

                                                Dated: 7/6/98

         /s/ KEVIN R. Hill                      Dated: 7/1/98
         -----------------
         Kevin R. Hill

                                      -27-