<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------

                                  FORM 10-K/A
                               (Amendment No. 1)
                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                  (Mark One)

           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                      OR

           [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                          Commission File No. 1-13772



                                  Plan Vista
                                  Corporation
                  (formerly HealthPlan Services Corporation)

            (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                                                           <C>
          Delaware                                                                13-3787901
(State or Other Jurisdiction of                                                (I.R.S. Employer
Incorporation or Organization)                                                Identification No.)

3501 Frontage Road, Tampa, Florida                                                   33607
(Address of Principal Executive Offices)                                           (Zip Code)

      Registrant's telephone number, including area code: (813) 289-1000

          Securities registered pursuant to Section 12(b) of the Act:

Title of                                                                               Name of Exchange
Each Class                                                                            On Which Registered
----------                                                                            -------------------

Common Stock $.01 par value.........................................................................NYSE
</TABLE>

        Securities registered pursuant to Section 12(g) of the Act:None

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety (90) days. Yes [X] No [_]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

     The aggregate market value of the registrant's Common Stock, $.01 par
value, held by non-affiliates of the registrant, computed by reference to the
last reported price at which the stock was sold on March 12, 2001, was
$86,263,413.89.

     The number of shares of the registrant's Common Stock, $.01 par value,
outstanding as of March 12, 2001 was 13,715,421.

Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [XXXXXX]. A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.

<PAGE>



                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)  (1)  The following consolidated financial statements of HealthPlan Services
          Corporation and its subsidiaries are filed as part of this Form 10-K
          starting at page F-1:

          Report of Independent Certified Public Accountants

          Consolidated Balance Sheets - December 31, 2000 and 1999

          Consolidated Statements of Operations - Years ended December 31, 2000,
          1999, and 1998

          Consolidated Statement of Changes in Stockholders' Equity - Years
          ended December 31, 2000, 1999, and 1998

          Consolidated Statements of Cash Flows - Years ended December 31, 2000,
          1999, and 1998

          Notes to Consolidated Financial Statements

     (2)  Report of Independent Accountants on Supplemental Schedule

          Schedule II - Schedule of Valuation and Qualifying Accounts for each
          of the Years Ended December 31, 2000, 1999, and 1998

     (3)  Exhibits included or incorporated herein:

Exhibit
Number    Description Of Exhibits
------    -----------------------

2.1       Amended and Restated Acquisition Agreement, dated August 31, 1995, by
          and among HealthPlan Services, Inc., Millennium HealthCare, Inc., and
          Third Party Claims Management, Inc. (incorporated by reference to the
          HealthPlan Services Corporation Form 8-K Current Report filed on
          September 15, 1995).

                                       18
<PAGE>

2.2       Asset Purchase Agreement, dated October 1, 1995, by and between
          HealthPlan Services, Inc. and Diversified Group Brokerage Corporation,
          and Amendment to the Asset Purchase Agreement, dated October 11, 1995,
          by and between HealthPlan Services, Inc. and Diversified Group
          Brokerage Corporation (incorporated by reference to the HealthPlan
          Services Corporation Form 8-K Current Report filed on October 27,
          1995).

2.3       Securities Purchase Agreement, dated January 8, 1996 between Medirisk,
          Inc. and HealthPlan Services Corporation (incorporated by reference to
          Exhibit 10.18 to the HealthPlan Services Corporation 1995 Annual
          Report on Form 10-K filed on March 29, 1996).

2.4       Acquisition Agreement dated May 17, 1996 between HealthPlan Services
          Corporation, Consolidated Group, Inc., Consolidated Group Claims,
          Inc., Consolidated Health Coalition, Inc., and Group Benefit
          Administrators Insurance Agency, Inc., the named Shareholders, and
          Holyoke L. Whitney as Shareholders' Representative (incorporated by
          reference to Exhibit 2 to the HealthPlan Services Corporation Form 8-K
          Current Report filed on July 15, 1996).

2.5       Plan and Agreement of Merger dated May 28, 1996 between HealthPlan
          Services Corporation, HealthPlan Services Alpha Corporation,
          Harrington Services Corporation, and Robert Chefitz as Shareholders'
          Representative (incorporated by reference to the HealthPlan Services
          Corporation Form 8-K Current Report filed on July 15, 1996).

2.6       Stock Purchase Agreement dated December 18, 1996 by and among Noel
          Group, Inc., Automatic Data Processing, Inc., and HealthPlan Services
          Corporation (incorporated by reference to the Noel Group, Inc.'s
          Current Report on Form 8-K dated February 7, 1997).

2.7       Shareholder Agreement by and among Sykes Enterprises, Incorporated and
          HealthPlan Services Corporation dated December 18, 1997, and Amendment
          to Shareholder Agreement dated February 28, 1998 (incorporated by
          reference to Exhibit 2.7 to the HealthPlan Services Corporation 1997
          Annual Report on Form 10-K filed on March 30, 1998).

2.8       Amended and Restated Acquisition Agreement dated May 15, 1998 by and
          among HealthPlan Services Corporation, National Preferred Provider
          Network, Inc., and other parties named therein (incorporated by
          reference to Exhibit 2.8 to the HealthPlan Services Corporation Annual
          Report on Form 10-K filed on March 30, 1999).

2.9       Subscription and Asset Contribution Agreement dated June 16, 1998 by
          and between CENTRA HealthPlan LLC, and its prospective members:
          HealthPlan Services, Inc., and CENTRA Benefit Services, Inc.
          (incorporated by reference to Exhibit 2.8 to the HealthPlan Services
          Corporation 1998 Annual Report and Form 10-K filed on March 30, 1999).

2.10      Stock Purchase Agreement dated September 1, 1998 among Sykes
          Enterprises, Incorporated, HealthPlan Services Corporation, and Sykes
          HealthPlan Services, Inc. (incorporated by reference to Exhibit 2.8 to
          the HealthPlan Services Corporation 1998 Annual Report and Form 10-K
          filed on March 30, 1999).

2.11      (a)  Agreement and Plan of Merger dated October 5, 1999 by and among
               UICI and HealthPlan Services Corporation (incorporated by
               reference to Exhibit 99.2 to the HealthPlan Services Corporation
               Current Report on Form 8-K filed on October 7, 1999); Amended and
               Restated Agreement and Plan of Merger between UICI, UICI
               Acquisition Co., UICI Capital Trust I, and HealthPlan Services
               Corporation dated February 18, 2000 (incorporated by reference to
               Exhibit 99.2 to the HealthPlan Services Corporation Form 8-K
               filed on February 23, 2000).

                                       19
<PAGE>

          (b)  Amendment to Amended and Restated Agreement and Plan of Merger
               dated March 23, 2000 by and among UICI and HealthPlan Services
               Corporation (incorporated by reference to Exhibit 2.11(b) to the
               HealthPlan Services Corporation Annual Report on Form 10-K, filed
               on April 14, 2000).

          (c)  Termination Agreement, dated April 13, 2000, by and among UICI
               and HealthPlan Services Corporation (incorporated by reference to
               Exhibit 2.11(c) to the HealthPlan Services Corporation Annual
               Report on Form 10-K, filed on April 14, 2000).

2.12      Asset Purchase Agreement effective July 5, 2000, by and between
          HealthPlan Services, Inc. and Sheakley-Uniservice, Inc.

2.13      Asset Purchase Agreement dated as of August 28, 2000, by and between
          Trewit, Inc., HealthPlan Services, Inc., Montgomery Management
          Corporation, and HealthPlan Services Corporation; Amendment to Asset
          Purchase Agreement effective as of October 25, 2000, by and between
          HealthPlan Services, Inc., Montgomery Management Corporation,
          HealthPlan Services Corporation, Trewit, Inc., and Harrington Benefit
          Services, Inc.; Post-Closing Amendment to Asset Purchase Agreement and
          Escrow Agreement dated as of January 12, 2001, by and between
          HealthPlan Services, Inc., HealthPlan Services Corporation, Trewit,
          Inc., and Harrington Benefit Services, Inc., and for purposes of the
          Escrow Agreement Amendment, Wells Fargo Bank Minnesota.

2.14      Asset Purchase Agreement dated September 15, 2000, by and among
          ProHealth, Inc., Sheakley Unicomp, Inc., and HealthPlan Services, Inc.

2.15      Stock Purchase Agreement dated as of April 1, 2001, by and between
          HealthPlan Holdings, Inc. and HealthPlan Services Corporation.

3.1       Certificate of Incorporation, as amended (incorporated by reference to
          Exhibit 4.1 to the HealthPlan Services Corporation Form S-8
          Registration Statement #333-07631 filed with respect to the HealthPlan
          Services Corporation 1996 Employee Stock Option Plan on July 3, 1996).

3.2       By-laws, as amended (incorporated by reference to Exhibit 3.2 to the
          HealthPlan Services Corporation 1996 Annual Report on Form 10-K, filed
          on March 31, 1997).

4.1       Excerpts from the Certificate of Incorporation, as amended (included
          in Exhibit 3.1).

4.2       Excerpts from the By-laws, as amended (included in Exhibit 3.2).

4.3       Specimen stock certificate (incorporated by reference to Exhibit 4.3
          to the HealthPlan Services Corporation Form S-1 Registration Statement
          #33-90472, filed on May 18, 1995).

10.1      Agreement between New England Mutual Life Insurance Company of Boston
          and HealthPlan Services Corporation effective as of June 1, 1987, as
          amended by Memorandum dated January 17, 1992 and Memorandum dated
          February 4, 1994 (incorporated by reference to Exhibit 10.3 to the
          HealthPlan Services Corporation Form S-1 Registration Statement #33-
          90472, filed on May 18, 1995).

10.2      Agreements relating to MetraHealth business (originally written with
          The Travelers Insurance Company) (incorporated by reference to Exhibit
          10.4 to the HealthPlan Services Corporation 1996 Annual Report on Form
          10-K, filed on March 31, 1997):

          (a)  Administrative Services Agreement dated November 1, 1989 between
               The Travelers Insurance Company and Consolidated Group, Inc.

                                       20
<PAGE>

          (b)  Claims Administration Agreement dated November 1, 1989 between
               The Travelers Insurance Company and Consolidated Group Claims,
               Inc.

10.3      HealthPlan Services Corporation 1996 Employee Stock Option Plan
          (compensatory plan) (incorporated by reference to Exhibit 10.6 to the
          HealthPlan Services Corporation 1996 Annual Report on Form 10-K, filed
          on March 31, 1997).

10.4      Amended and Restated HealthPlan Services Corporation 1996 Employee
          Stock Option Plan (compensatory plan) (incorporated by reference to
          Exhibit 4.3 to the HealthPlan Services Corporation Form S-8
          Registration Statement #333-31913, filed on July 23, 1997).

10.5      HealthPlan Services Corporation 1995 Incentive Equity Plan
          (compensatory plan) (incorporated by reference to Exhibit 10.7 to the
          HealthPlan Services Corporation Form S-1 Registration Statement #33-
          90472, filed on May 18, 1995).


10.6      1995 HealthPlan Services Corporation Directors Stock Option Plan
          (compensatory plan) (incorporated by reference to Exhibit 10.10 to the
          HealthPlan Services Corporation Form S-1 Registration Statement #33-
          90472, filed on May 18, 1995); Amendment adopted as of October 10,
          2000.


10.7      Restricted Stock Agreements between HealthPlan Services Corporation
          and Claudia N. Griffiths (incorporated by reference to Exhibit 10.10
          to the HealthPlan Services Corporation Form S-1 Registration Statement
          #33-90472, filed on May 18, 1995). The same agreement was executed
          with Steven V. Hulslander, Gary L. Raeckers, Craig H. Cassady, Richard
          M. Bresee, Nola H. Moon, and George E. Lucco.

10.8      Subscription Agreement dated as of September 30, 1994 among HealthPlan
          Services Corporation, James K. Murray, Jr., Trevor G. Smith, and
          Charles H. Guy, Jr. (incorporated by reference to Exhibit 10.11 to the
          HealthPlan Services Corporation Form S-1 Registration Statement #33-
          90472, filed on May 18, 1995).

10.9      Stock Purchase Agreement dated as of October 5, 1994 among HealthPlan
          Services Corporation, Noel Group, Inc., Trinity Side-by-Side Fund I,
          L.P., Trinity Ventures II, L.P., and Trinity Ventures III, L.P.
          (incorporated by reference to Exhibit 10.12 to the HealthPlan Services
          Corporation Form S-1 Registration Statement #33-90472, filed on May
          18, 1995).

10.10     Form of Stock Purchase Agreement dated as of December 15, 1994 among
          HealthPlan Services Corporation, Noel Group, Inc., and each of the
          signatories listed on the signature pages thereto (incorporated by
          reference to Exhibit 10.13 to the HealthPlan Services Corporation Form
          S-1 Registration Statement #33-90472, filed on May 18, 1995).

10.11     (a)  Lease Agreement between HealthPlan Services Corporation and
               Paragon Group, Inc. (as agent for Airport Southeast Associates,
               Ltd.), dated January 26, 1982, as amended on June 18, 1987 by
               agreement between HealthPlan Services Corporation

                                       21
<PAGE>

               and Concourse Associates Venture (successor in interest to
               Airport Southeast Associates) (Concourse Center I, Tampa,
               Florida) (incorporated by reference to Exhibit 10.14(a) to the
               HealthPlan Services Corporation Form S-1 Registration Statement
               #33-90472, filed on May 18, 1995).

          (b)  Lease Agreement between HealthPlan Services Corporation and
               Paragon Group, Inc. (as agent for Airport Southeast Associates,
               Ltd.), dated January 26, 1982, as amended on October 13, 1983,
               April 3, 1984 by a Supplement to Amendment of Lease, and as
               further amended on June 18, 1987 by agreement between HealthPlan
               Services Corporation and Concourse Associates Venture (successor
               in interest to Airport Southeast Associates) (Concourse Center
               II, Tampa, Florida) (incorporated by reference to Exhibit
               10.14(b) to the HealthPlan Services Corporation Form S-1
               Registration Statement #33-90472, filed on May 18, 1995).

          (c)  Second Amendment to Leases dated April 30, 1995 between Concourse
               Center Associates Limited Partnership and HealthPlan Services
               Corporation (Concourse Centers I and II, Tampa, Florida)
               (incorporated by reference to Exhibit 10.13(g) to the HealthPlan
               Services Corporation Annual Report on Form 10-K, filed on March
               29, 1996).

          (d)  Amended, Consolidated and Restated Lease dated January 1, 1987
               between Consolidated Group, Inc. and Consolidated Group Service
               Company Limited Partnership, as amended by First Amendment dated
               May 23, 1990, and by Second Amendment dated March 27, 1996
               (incorporated by reference to Exhibit 10.14(d) to the HealthPlan
               Services Corporation 1996 Annual Report on Form 10-K, filed on
               March 31, 1997).

10.12     (a)  Amended and Restated Credit Agreement dated as of May 1, 1998 by
               and among HealthPlan Services Corporation, First Union National
               Bank, and other lenders named therein, as amended by: the First
               Amendment thereto dated June 23, 1998; and Second Amendment and
               Waiver dated December 15, 1998 (incorporated by reference to
               Exhibit 10.12 to the HealthPlan Services Corporation Annual
               Report on Form 10-K, filed March 30, 1999).

          (b)  Third Amendment and Waiver dated November 15, 1999; and the
               Nonwaiver and Standstill Agreements dated February 11, 2000;
               Waiver and Consent dated March 1, 2000 (incorporated by reference
               to Exhibit 10.12(b) to the HealthPlan Services Corporation Annual
               Report on Form 10-K, filed on April 14, 2000).

          (c)  Second Extension of Nonwaiver and Standstill Agreement, dated
               April 13, 2000 (incorporated by reference to Exhibit 10.12(c) to
               the HealthPlan Services Corporation Amended Annual Report on Form
               10-K, filed on April 14, 2000).

          (d)  Second Amended and Restated Credit Agreement dated as of June 8,
               2000, by and among HealthPlan Services Corporation, First Union
               National Bank, and other lenders named therein; Security and
               Second Amended and Restated Pledge Agreement dated as of June 8,
p               2000, by and among HealthPlan Services Corporation and its
               subsidiaries named therein, and First Union National Bank;
               Limited Waiver and Consent dated as of June 29, 2000; Limited
               Waiver and Consent dated as of September 12, 2000; Limited Waiver
               and Consent dated as of September 19, 2000; Limited Waiver dated
               as of September 19, 2000; Limited Waiver and Consent dated as of
               October 19, 2000; Limited Waiver dated as of December 8, 2000;
               First Amendment and Limited Waiver and Consent dated as of March
               29, 2001.

10.13     Employment and Noncompetition Agreement, dated June 25, 1996 by and
          between R.E. Harrington, Inc. and Robert R. Parker (management
          contract) (incorporated by reference to Exhibit 10.19 to the
          HealthPlan Services Corporation 1996 Annual Report on Form 10-K filed
          on March 31, 1997).

10.14     Deferred Compensation Agreement between R.E. Harrington, Inc. and
          Robert R. Parker dated May 15, 1987 (compensatory plan) (incorporated
          by reference to Exhibit 10.17 to the HealthPlan Services Corporation
          1997 Annual Report on Form 10-K filed on March 30, 1998).

10.15     Employment and Noncompetition Agreement, dated July 1, 1996 by and
          between Consolidated Group, Inc. and Timothy T. Clifford (management
          contract) (incorporated by reference to Exhibit



                                       22
<PAGE>

          10.20 to the HealthPlan Services Corporation 1996 Annual Report on
          Form 10-K filed on March 31, 1997).

10.16     Amended and Restated HealthPlan Services Corporation 1997 Directors
          Equity Plan (compensatory plan) (incorporated by reference to Exhibit
          4.3 to the HealthPlan Services Corporation Form S-8 Registration
          Statement #333-31915, filed on July 23, 1997).

10.17     HealthPlan Services Corporation 1998 Officer Bonus Plan Summary
          (compensatory plan) (substantially similar to 1999 and 2000 Plans).

10.18     Administrative Services and Business Transfer Agreement between the
          HealthPlan Services Corporation and TMG Life Insurance Company, dated
          December 4, 1996 (incorporated by reference to Exhibit 10.21 to the
          HealthPlan Services Corporation 1997 Annual Report on Form 10-K filed
          on March 30, 1998).

10.19     Deferred Compensation Plan of R.E. Harrington, Inc. dated January 1,
          1998 (compensatory plan) (incorporated by reference to Exhibit 10.19
          to the HealthPlan Services Corporation 1998 Annual Report and Form 10-
          K filed on March 30, 1999).

10.20     Management Agreement dated February 28, 1998 among Midwestern United
          Life Insurance Company, HealthPlan Services, Inc., and Connecticut
          General Life Insurance Company (incorporated by reference to Exhibit
          10.20 to the HealthPlan Services Corporation 1998 Annual Report and
          Form 10-K filed on March 30, 1999).

10.21     Administration Services Agreement dated July 1, 1997 between Seaboard
          Life Insurance Company and HealthPlan Services, Inc. (incorporated by
          reference to Exhibit 10.21 to the HealthPlan Services Corporation 1998
          Annual Report and Form 10-K filed on March 30, 1999).

10.22     Services Agreement effective February 1, 1998 by and among Provident
          Indemnity Life Insurance Company, and Provident American Life and
          Health Insurance Company, HealthPlan Services Corporation, and
          HealthPlan Services, Inc. (incorporated by reference to Exhibit 10.22
          to the HealthPlan Services Corporation 1998 Annual Report and Form 10-
          K filed on March 30, 1999).

10.23     Administration Services Agreement dated as of July 29, 1999, by and
          between United Benefit Life Insurance Company and HealthPlan Services,
          Inc.

10.24     Employment and Noncompetition Agreement dated as of June 1, 2000, by
          and between HealthPlan Services Corporation and Phillip S. Dingle,
          including Amendment thereto dated January 30, 2001 (Management
          Contract).

10.25     Agreement dated January 6, 2001, between HealthPlan Services
          Corporation, Tatum CFO Partners, LLP, and Reid Johnson (Management
          Contract).

11.1      Statement regarding computation of per share earnings: not required
          because the relevant computations can be clearly determined from the
          material contained in the financial statements included herein.

21.1      Subsidiaries of the registrant.

23.1      Consent of PricewaterhouseCoopers LLP.

(b)       We filed the following Current Report on Form 8-K during the twelve
          months ended December 31, 2000:

                                       23
<PAGE>

          Form 8-K Current Report, filed on February 23, 2000, regarding the
          UICI Amended and Restated Agreement and Plan of Merger, dated February
          18, 2000.

          Form 8-K Current Report, filed on November 13, 2000, regarding
          divestiture of large group business unit, unemployment compensation
          and workers' compensation business units, and Ohio managed care
          organization business unit.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, HealthPlan Services Corporation has duly caused this
Annual Report on Form 10-K/A Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of Florida,
on the 20th day of April, 2001.

                                    HEALTHPLAN SERVICES CORPORATION

                                    By: /s/ Phillip S. Dingle
                                        ----------------------------------------
                                        Phillip S. Dingle
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

                                    By: /s/ Reid Johnson
                                        ----------------------------------------
                                        Reid Johnson
                                        Chief Financial Officer
                                        (Principal Financial Officer and
                                        Principal Accounting Officer)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William L. Bennett, James K. Murray, Jr., and
Joseph S. DiMartino his or her true and lawful attorneys-in-fact and agents,
each acting alone, with full power of substitution and resubstitution, for him
or her in his or her name, place, and stead, in any and all capacities, to sign
any or all amendments to this Annual Report on Form 10-K/A Amendment No. 1, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, and hereby ratifies and confirms all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K/A Amendment No. 1 has been signed by the following
persons in the capacities and on the dates indicated.

Signature                     Title                               Date
---------                     -----                               ----


                              Chairman of the Board
------------------------
    James K. Murray, Jr.

/s/ William L. Bennett*       Vice Chairman of the Board          April 20, 2001
------------------------
    William L. Bennett

                                       24
<PAGE>

Signature                     Title                               Date
---------                     -----                               ----

/s/ Joseph A. Califano, Jr.*  Director                            April 20, 2001
--------------------------
    Joseph A. Califano, Jr.

/s/ Joseph S. DiMartino       Director                            April 20, 2001
-------------------------
    Joseph S. DiMartino

                              Director
---------------------------
    Vincent D. Farrell, Jr.

/s/ John R. Gunn*             Director                            April 20, 2001
----------------
    John R. Gunn

/s/ Nancy M. Kane*            Director                            April 20, 2001
-----------------
    Nancy M. Kane

/s/ James G. Niven*           Director                            April 20, 2001
------------------
    James G. Niven

/s/ John D. Race*             Director                            April 20, 2001
----------------
    John D. Race

/s/ Arthur F. Weinbach*       Director                            April 20, 2001
----------------------
    Arthur F. Weinbach

 /s/ Joseph S. DiMartino
------------------------
   *Attorney-In-Fact

                                       25
<PAGE>


                            INDEX TO EXHIBITS



10.12    (d)  Second Amended and Restated Credit Agreement dated as of June 8,
              2000, by and among HealthPlan Services Corporation, First Union
              National Bank, and other lenders named therein; Security and
              Second Amended and Restated Pledge Agreement dated as of June 8,
              2000, by and among HealthPlan Services Corporation and its
              subsidiaries named therein, and First Union National Bank; Limited
              Waiver and Consent dated as of June 29, 2000; Limited Waiver and
              Consent dated as of September 12, 2000; Limited Waiver and Consent
              dated as of September 19, 2000; Limited Waiver dated as of
              September 19, 2000; Limited Waiver and Consent dated as of October
              19, 2000; Limited Waiver dated as of December 8, 2000; First
              Amendment and Limited Waiver and Consent dated as of March 29,
              2001.  FM MENU