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                                                                   Exhibit 10(g)

                      AMENDMENT TO EMPLOYMENT AGREEMENT OF
                              CHARLES M. SCHNEIDER

         This Amendment to the Employment Agreement dated as of December 30,
1999 (the "Agreement") between Oxford Health Plans, Inc. ("Corporation") and
Charles M. Schneider ("Employee") is entered as of the 21st day of December,
2000. The parties hereto agree that the Employment Agreement will be amended as
follows:

1. Add the following sentence to the end of Section 3 (b):

In December 2000 rather than March 2001, the Corporation will pay to the
Employee the annual performance bonus for fiscal year 2000 in the amount of
$600,000.

2. Section 3(d) shall be deleted in its entirety and replaced with the following
language:

(d) Travel & Living Reimbursement. The Corporation will reimburse the Employee
for all reasonable and documented business travel expenses during the Term, in
accordance with the Corporation's expense reimbursement policy as in effect from
time to time. In addition, and without limiting the foregoing, the Corporation
will provide private air arrangements for the Employee to travel (with such
frequency as the Employee reasonably determines consistent with his job
hereunder) between Manchester, New Hampshire and the Corporation's facilities.
The Corporation will reimburse the Employee for the cost of housing and related
expenses (Section 3(f) below defines when this reimbursement ends), it being
understood that the Employee expects to maintain his residence in New Hampshire
and will therefore require suitable accommodations in the Trumbull area. It is
the intent and agreement of the parties hereto that the housing, travel,
(including private air travel), related reimbursements and relocation expenses
described in this paragraph and Section 3(f) shall be provided to the Employee
on a basis that is fully grossed up for all taxes, including taxes with respect
to any supplemental gross-up payments required to be made by the Corporation to
the Employee hereunder.

3. Add the following Section 3 (f):

(f) Relocation. Ninety (90) days from the date the Employee purchases a new
residence in the state of Connecticut, the Employee will no longer be eligible
for the housing and related expenses provision set forth in the third sentence
in Section 3 (d) above. Once the Employee purchases a residence in the state of
Connecticut, the Corporation will (i) provide the Employee and his family
members with temporary housing in Connecticut for a 30 day period, (ii)
reimburse the Employee for the expenses incurred to transport personal property,
household goods, motor vehicles and family members from the New Hampshire
residence to the new Connecticut residence and (iii) reimburse the Employee for
costs incurred in connection with purchasing the new Connecticut residence
(mortgage origination expenses, real estate commissions, attorney fees, etc.)
not to exceed 1.5% of the total purchase price. The Corporation shall reimburse
the Employee for the above provisions (ii) and (iii) provided the Employee uses
the Corporation's relocation company services and only upon presentation of
satisfactory receipts in accordance with the Corporation's normal business
expenses reimbursement practices and procedures.
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In the event, the Employee's employment ends in any of the circumstances
described in Section 6(g) (or that would be described in Section 6(g) but for
the fact that termination occurs within the two year period following a Change
in Control), as a result of Termination Without Cause, Good Reason prior to or
following a Change in Control, as defined in the Employee's Employment
Agreement, the Corporation will (i) reimburse the Employee for the expenses
incurred to transport personal property, household goods, motor vehicles and
family members from the Connecticut residence to the New Hampshire residence,
(ii) reimburse the Employee for costs incurred in connection with the sale of
the Connecticut residence (mortgage origination expenses, real estate
commissions, attorney fees, etc.) not to exceed 6.5% of the total sale price and
(iii) reimburse the Employee for the interest component of the mortgage payments
with respect to the Connecticut residence for the lesser of (A) the twelve (12)
month period commencing on the Employee's Date of Termination, or (B) the period
commencing on the Employee's Date of Termination and ending on the date of the
sale of the residence; provided, that for purposes of this clause (iii), the
"interest component of the mortgage payments" shall be deemed to be the greater
of (I) the interest component of the actual mortgage payments with respect to
the residence during the applicable period or (II) the interest that would have
been payable with respect to mortgage indebtedness on the residence during the
applicable period assuming that eighty (80%) percent of the Employee's purchase
price for the residence had been financed with a mortgage loan with monthly
payments of principal and interest at the same rate of interest as the highest
rate of interest under any non-Corporation financing actually obtained by the
Employee to help finance his purchase of the residence and further assuming that
no portion of such deemed mortgage financing had been pre-paid. The Corporation
shall reimburse the Employee for the above provisions provided the Employee uses
the Corporation's relocation company services and only upon presentation of
satisfactory receipts (other than with respect to any deemed interest payments
taken into account under clause (iii) above) in accordance with the
Corporation's normal business expenses reimbursement practices and procedures.

It is the intent and agreement of the parties hereto that the reimbursements
described in this Section shall be provided to the Employee on a basis that is
fully grossed up for all taxes, including taxes with respect to any supplemental
gross-up payments required to be made by the Corporation to the Employee
hereunder.

4. Add the following Section 3 (g):

(g) Relocation Loan. As soon as practical, the Corporation shall lend to the
Employee the sum of $700,000 (the "Loan"). The Loan shall be evidenced by a
Promissory Note (the "Note") containing terms and in a form mutually acceptable
to the Employee and the Corporation. Among other things, the Note will provide
that: (1) the Loan shall bear the lowest interest rate permitted by federal law
to avoid the imputation of income, (2) the Loan shall be repaid (principal and
accrued interest) no later than April 1, 2002 and (3) the Loan and unpaid
interest will not be forgiven for any reason. The Employee has the option of
paying back the principal plus any accrued interest at any time.
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                                     Oxford Health Plans, Inc.

                                     By: /s/ NORMAN C. PAYSON, M.D.
                                         ---------------------------
                                         Norman C. Payson, M.D.
                                         Chief Executive Officer and Chairman of
                                         the Board

                                     /s/ CHARLES M. SCHNEIDER
                                     --------------------------
                                        Charles M. Schneider