AMENDED AND RESTATED

                          SERVICE PLAN AND AGREEMENT

                                     with

                      OppenheimerFunds Distributor, Inc.

                            For Class A Shares of

                       Oppenheimer Emerging Growth Fund


     This Amended and Restated  SERVICE PLAN AND AGREEMENT (the "Plan") is dated
as of the 26th day of October,  2005, by and between Oppenheimer Emerging Growth
Fund (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").

     1. The Plan.  This Plan is the Fund's written  service plan for its Class A
Shares described in the Fund's  registration  statement as of the date this Plan
takes effect,  contemplated by and to comply with Rule 2830 of the Conduct Rules
of the National  Association of Securities Dealers,  Inc., pursuant to which the
Fund will  reimburse  the  Distributor  for a portion of its costs  incurred  in
connection  with the personal  service and  maintenance of shareholder  accounts
("Accounts")  that hold Class A Shares (the  "Shares") of the Fund. The Fund may
be deemed to be acting as  distributor  of securities of which it is the issuer,
pursuant  to Rule  12b-1  under the  Investment  Company  Act of 1940 (the "1940
Act"),  according to the terms of this Plan. The Distributor is authorized under
the Plan to pay "Recipients," as hereinafter defined, for rendering services and
for the  maintenance of Accounts.  Such  Recipients are intended to have certain
rights as third-party beneficiaries under this Plan.

     2.  Definitions.  As used in this Plan, the following  terms shall have the
following meanings:

     (a) "Recipient"  shall mean any broker,  dealer,  bank or other institution
which:  (i) has rendered  services in connection  with the personal  service and
maintenance of Accounts;  (ii) shall furnish the  Distributor  (on behalf of the
Fund) with such  information  as the  Distributor  shall  reasonably  request to
answer such questions as may arise  concerning such service;  and (iii) has been
selected by the Distributor to receive payments under the Plan.  Notwithstanding
the foregoing,  a majority of the Fund's Board of Trustees (the "Board") who are
not "interested  persons" (as defined in the 1940 Act) and who have no direct or
indirect  financial  interest in the operation of this Plan or in any agreements
relating  to this Plan (the  "Independent  Trustees")  may  remove  any  broker,
dealer, bank or other institution as a Recipient, whereupon such entity's rights
as a third-party beneficiary hereof shall terminate.

     (b) "Qualified Holdings" shall mean, as to any Recipient,  all Shares owned
beneficially  or of record by: (i) such  Recipient,  or (ii) such  brokerage  or
other  customers,  or  investment  advisory or other  clients of such  Recipient
and/or  accounts as to which such  Recipient  is a  fiduciary  or  custodian  or
co-fiduciary or co-custodian  (collectively,  the "Customers"),  but in no event
shall any such Shares be deemed owned by more than one Recipient for purposes of
this Plan. In the event that two entities would otherwise  qualify as Recipients
as to the same Shares, the Recipient which is the dealer of record on the Fund's
books shall be deemed the Recipient as to such Shares for purposes of this Plan.

3.    Payments.

     (a) Under the Plan, the Fund will make payments to the Distributor,  within
forty-five  (45)  days of the  end of each  calendar  quarter  or at such  other
interval as deemed  appropriate by the Distributor,  in the amount of the lesser
of: (i) 0.25% on an annual basis of the average  during the calendar  quarter of
the  aggregate  net asset value of the Shares,  computed as of the close of each
business day, or (ii) the Distributor's  actual expenses under the Plan for that
quarter of the type approved by the Board.  Notwithstanding  the foregoing,  the
Fund will not make  payments  to the  Distributor  in excess of the  amount  the
Distributor pays to Recipients.  The Distributor will use such fee received from
the Fund in its entirety to reimburse  itself for payments to Recipients and for
its other  expenditures  and costs of the type approved by the Board incurred in
connection with the personal service and maintenance of Accounts including,  but
not  limited  to,  the  services  described  in  the  following  paragraph.  The
Distributor may make Plan payments to any "affiliated person" (as defined in the
1940 Act) of the Distributor if such affiliated person qualifies as a Recipient.

     The services to be rendered by the Distributor and Recipients in connection
with the personal service and the maintenance of Accounts may include, but shall
not  be  limited  to,  the  following:  answering  routine  inquiries  from  the
Recipient's  customers  concerning  the  Fund,  providing  such  customers  with
information on their investment in Shares,  assisting in the  establishment  and
maintenance  of  accounts  or  sub-accounts  in  the  Fund,  making  the  Fund's
investment  plans and dividend  payment  options  available,  and providing such
other  information and customer liaison services and the maintenance of Accounts
as the Distributor or the Fund may reasonably request. It may be presumed that a
Recipient has provided services qualifying for compensation under the Plan if it
has  Qualified  Holdings of Shares to entitle it to payments  under the Plan. In
the event that either the Distributor or the Board should have reason to believe
that,  notwithstanding the level of Qualified  Holdings,  a Recipient may not be
rendering  appropriate  services,  then the  Distributor,  at the request of the
Board,  shall  require  the  Recipient  to  provide  a  written  report or other
information to verify that said Recipient is providing  appropriate  services in
this regard. If the Distributor still is not satisfied,  it may take appropriate
steps to terminate the Recipient's status as such under the Plan, whereupon such
entity's rights as a third-party beneficiary hereunder shall terminate.

     Payments  received by the Distributor from the Fund under the Plan will not
be used to pay any interest expense,  carrying charges or other financial costs,
or  allocation  of overhead by the  Distributor,  or for any other purpose other
than for the payments  described  in this  Section 3. The amount  payable to the
Distributor  each  quarter or other  period  will be reduced to the extent  that
reimbursement  payments  otherwise  permissible  under  the  Plan  have not been
authorized by the Board for that period. Any unreimbursed  expenses incurred for
any quarter by the Distributor may not be recovered in later periods.

     (b) The  Distributor  shall make payments to any Recipient  quarterly or at
such other interval as deemed appropriate by the Distributor,  within forty-five
(45) days of the end of each calendar  quarter or such other  period,  at a rate
not to exceed  0.25% on an  annual  basis of the  average  during  the  calendar
quarter of the aggregate net asset value of the Shares  computed as of the close
of each business day, of Qualified  Holdings owned  beneficially or of record by
the Recipient or by its  Customers.  However,  no such payments shall be made to
any Recipient  for any such period in which its Qualified  Holdings do not equal
or exceed,  at the end of such quarter,  the minimum amount ("Minimum  Qualified
Holdings"), if any, to be set from time to time by a majority of the Independent
Trustees.

     Alternatively,  the Distributor may, at its sole option, make the following
service fee payments to any  Recipient  quarterly  or at such other  interval as
deemed appropriate by the Distributor, within forty-five (45) days of the end of
each calendar  quarter or other such period:  (A) "Advance Service Fee Payments"
at a rate not to exceed 0.25% of the average during the calendar  quarter of the
aggregate net asset value of Shares, computed as of the close of business on the
day such Shares are sold, constituting Qualified Holdings, sold by the Recipient
during that quarter and owned  beneficially  or of record by the Recipient or by
its Customers, plus (B) service fee payments at a rate not to exceed 0.25% on an
annual basis of the average  during the calendar  quarter of the  aggregate  net
asset  value  of  Shares,  computed  as of  the  close  of  each  business  day,
constituting Qualified Holdings owned beneficially or of record by the Recipient
or by its Customers for a period of more than one (1) year. At the Distributor's
sole option, Advance Service Fee Payments may be made more often than quarterly,
and  sooner  than the end of the  calendar  quarter.  In the  event  Shares  are
redeemed less than one year after the date such Shares were sold,  the Recipient
is obligated to and will repay the  Distributor  on demand a pro rata portion of
such Advance  Service Fee  Payments,  based on the ratio of the time such Shares
were held to one (1) year.

     A majority of the Independent Trustees may at any time or from time to time
increase or decrease  and  thereafter  adjust the rate of fees to be paid to the
Distributor  or to any  Recipient,  but not to exceed the rate set forth  above,
and/or increase or decrease the number of shares constituting  Minimum Qualified
Holdings.  The Distributor  shall notify all Recipients of the Minimum Qualified
Holdings and the rate of payments hereunder applicable to Recipients,  and shall
provide each  Recipient  with written  notice  within thirty (30) days after any
change in these  provisions.  Inclusion of such  provisions  or a change in such
provisions in a revised current prospectus shall constitute sufficient notice.

     (c)  Under  the  Plan,   payments  may  be  made  to  Recipients:   (i)  by
OppenheimerFunds, Inc. ("OFI") from its own resources (which may include profits
derived  from  the  advisory  fee it  receives  from the  Fund),  or (ii) by the
Distributor (a subsidiary of OFI), from its own resources.

     4. Selection and Nomination of Trustees.  While this Plan is in effect, the
selection or  replacement  of  Independent  Trustees and the nomination of those
persons to be Trustees of the Fund who are not "interested  persons" of the Fund
shall be committed to the discretion of the Independent Trustees. Nothing herein
shall  prevent  the  Independent  Trustees  from  soliciting  the  views  or the
involvement  of others in such  selection or nomination if the final decision on
any such  selection  and  nomination  is approved by a majority of the incumbent
Independent Trustees.

     5. Reports.  While this Plan is in effect,  the Treasurer of the Fund shall
provide at least  quarterly a written report to the Fund's Board for its review,
detailing  the  aggregate  amount of payments made pursuant to this Plan and the
purposes for which the payments  were made.  The report shall state  whether all
provisions of Section 3 of this Plan have been complied  with.  The  Distributor
shall annually  certify to the Board the amount of its total  expenses  incurred
that year with respect to the personal  service and  maintenance  of Accounts in
conjunction with the Board's annual review of the continuation of the Plan.

     6.  Related  Agreements.  Any  agreement  related  to this Plan shall be in
writing and shall  provide  that:  (i) such  agreement  may be terminated at any
time,  without payment of any penalty,  by vote of a majority of the Independent
Trustees  or by a vote of the  holders of a  "majority"  (as defined in the 1940
Act) of the Fund's  outstanding voting securities of the Class, on not more than
sixty  days  written  notice  to any  other  party to the  agreement;  (ii) such
agreement shall  automatically  terminate in the event of its  "assignment"  (as
defined in the 1940 Act);  (iii) it shall go into effect when approved by a vote
of the Board and its Independent Trustees cast in person at a meeting called for
the purpose of voting on such agreement; and (iv) it shall, unless terminated as
herein  provided,  continue  in  effect  from  year to year only so long as such
continuance  is  specifically  approved  at least  annually by the Board and its
Independent  Trustees  cast in person at a meeting  called  for the  purpose  of
voting on such continuance.

     7. Effectiveness,  Continuation,  Termination and Amendment.  This Plan has
been approved by a vote of the Independent  Trustees cast in person at a meeting
called on  October  26,  2005 for the  purpose  of voting on this  Plan.  Unless
terminated as hereinafter provided, it shall continue in effect until renewed by
the  Board  in  accordance  with  the  Rule  and  thereafter  from  year to year
thereafter  or as the  Board  may  otherwise  determine  only  so  long  as such
continuance  is  specifically  approved  at least  annually by the Board and its
Independent  Trustees  by a vote  cast in person  at a  meeting  called  for the
purpose of voting on such  continuance.  This Plan may be terminated at any time
by vote of a majority of the Independent  Trustees or by the vote of the holders
of a "majority"  (as defined in the 1940 Act) of the Fund's  outstanding  voting
securities of Class A. This Plan may not be amended to increase  materially  the
amount of payments to be made without  approval of the Class A Shareholders,  in
the manner described  above,  and all material  amendments must be approved by a
vote of the Board and of the Independent Trustees.

     8.  Disclaimer  of  Shareholder  and  Trustee  Liability.  The  Distributor
understands  that the  obligations  of the Fund under this Plan are not  binding
upon any Trustee or shareholder of the Fund  personally,  but bind only the Fund
and the Fund's  property.  The Distributor  represents that it has notice of the
provisions of the Declaration of Trust of the Fund  disclaiming  shareholder and
Trustee liability for acts or obligations of the Fund.

                              Oppenheimer Emerging Growth Fund


                              By:   /s/ Phillip S. Gillespie
                                    Phillip S. Gillespie, Assistant Secretary



                              OppenheimerFunds Distributor, Inc.


                              By:   /s/ James H. Ruff
                                     James H. Ruff
                                     President