GENERAL DISTRIBUTOR'S AGREEMENT

                                                      BETWEEN

                                         OPPENHEIMER TRANSITION 2020 FUND

                                                        AND

                                        OPPENHEIMERFUNDS DISTRIBUTOR, INC.


Date: June 15, 2006

OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Two World Financial Center
225 Liberty Street
New York, New York 10281-1008

Dear Sirs:

     OPPENHEIMER  TRANSITION  2020 FUND,  a  Massachusetts  business  trust (the
"Fund"), is registered as an investment company under the Investment Company Act
of 1940 (the "1940  Act"),  consisting  of an  indefinite  number of one or more
classes of its shares of beneficial  interest (the "Shares"),  which shares have
been registered  under the Securities Act of 1933 (the "1933 Act") to be offered
for sale to the public in a continuous  public  offering in accordance  with the
terms and  conditions  set forth in the  Prospectus  and Statement of Additional
Information  ("SAI")  included in the Fund's  Registration  Statement  as may be
amended from time to time (the "current Prospectus and/or SAI").

     In  this  connection,  the  Fund  desires  that  your  firm  (the  "General
Distributor")  act in a principal  capacity as General  Distributor for the sale
and  distribution of Shares which have been registered as described above and of
any  additional  Shares  which may  become  registered  during  the term of this
Agreement. You have advised the Fund that you are willing to act as such General
Distributor, and it is accordingly agreed by and between us as follows:

     1. Appointment of the Distributor. The Fund hereby appoints you as the sole
General Distributor, pursuant to the aforesaid continuous public offering of its
Shares,  and the Fund further agrees from and after the date of this  Agreement,
that it will  not,  without  your  consent,  sell or agree  to sell  any  Shares
otherwise  than through you,  except (a) the Fund may itself sell shares without
sales charge as an investment  to the  officers,  trustees or directors and bona
fide present and former full-time  employees of the Fund, the Fund's  Investment
Adviser and affiliates thereof, and to other investors who are identified in the
current Prospectus and/or SAI as having the privilege to buy Shares at net asset
value; (b) the Fund may issue shares in connection with a merger,  consolidation
or acquisition  of assets on such basis as may be authorized or permitted  under
the 1940 Act;  (c) the Fund may issue shares for the  reinvestment  of dividends
and other  distributions  of the Fund or of any other Fund if  permitted  by the
current  Prospectus  and/or SAI; and (d) the Fund may issue shares as underlying
securities of a unit investment  trust if such unit investment trust has elected
to use Shares as an underlying  investment;  provided that in no event as to any
of the  foregoing  exceptions  shall  Shares be issued and sold at less than the
then-existing net asset value.

     2. Sale of Shares. You hereby accept such appointment and agree to use your
best efforts to sell Shares, provided,  however, that when requested by the Fund
at any time  because  of market or other  economic  considerations  or  abnormal
circumstances  of any kind, or when agreed to by mutual  consent of the Fund and
the  General  Distributor,  you will  suspend  such  efforts.  The Fund may also
withdraw the offering of Shares at any time when  required by the  provisions of
any  statute,  order,  rule  or  regulation  of  any  governmental  body  having
jurisdiction.  It is  understood  that you do not  undertake  to sell all or any
specific number of Shares.

     3.  Sales  Charge.  Shares  shall be sold by you at net asset  value plus a
front-end  sales charge not in excess of 8.5% of the offering  price,  but which
front-end sales charge shall be proportionately reduced or eliminated for larger
sales and under other circumstances,  in each case on the basis set forth in the
current  Prospectus  and/or SAI. The  redemption  proceeds of shares offered and
sold at net asset value with or without a front-end  sales charge may be subject
to a contingent deferred sales charge ("CDSC") under the circumstances described
in the current  Prospectus  and\or  SAI.  You may  reallow  such  portion of the
front-end  sales  charge to  dealers  or cause  payment  (which  may  exceed the
front-end  sales charge,  if any) of commissions to brokers  through which sales
are made,  as you may  determine,  and you may pay such  amounts to dealers  and
brokers on sales of shares  from your own  resources  (such  dealers and brokers
shall  collectively  include all  domestic or foreign  institutions  eligible to
offer and sell the  Shares),  and in the event the Fund has more than one Series
or class of Shares  outstanding,  then you may impose a front-end  sales  charge
and/or a CDSC on Shares of one  Series or one class that is  different  from the
charges imposed on Shares of the Fund's other Series or class(es),  in each case
as set forth in the current  Prospectus and/or SAI, provided the front-end sales
charge and CDSC to the ultimate  purchaser do not exceed the  respective  levels
set forth for such category of purchaser in the current Prospectus and/or SAI.

4.       Purchase of Shares.

     (a) As  General  Distributor,  you shall have the right to accept or reject
orders for the purchase of Shares at your discretion.  Any  consideration  which
you may receive in connection  with a rejected  purchase  order will be returned
promptly.

     (b) You agree promptly to issue or to cause the duly appointed  transfer or
shareholder  servicing agent of the Fund to issue as your agent confirmations of
all accepted purchase orders and to transmit a copy of such confirmations to the
Fund.  The  net  asset  value  of all  Shares  which  are  the  subject  of such
confirmations,  computed in accordance with the applicable  rules under the 1940
Act,  shall be a  liability  of the General  Distributor  to the Fund to be paid
promptly  after  receipt of payment  from the  originating  dealer or broker (or
investor,  in the case of direct  purchases) and not later than eleven  business
days after such confirmation even if you have not actually received payment from
the  originating  dealer or broker,  or investor.  In no event shall the General
Distributor make payment to the Fund later than permitted by applicable rules of
the National Association of Securities Dealers, Inc.

     (c) If  the  originating  dealer  or  broker  shall  fail  to  make  timely
settlement of its purchase  order in  accordance  with  applicable  rules of the
National Association of Securities Dealers, Inc., or if a direct purchaser shall
fail to make good  payment  for  shares in a timely  manner,  you shall have the
right to cancel  such  purchase  order and, at your  account  and risk,  to hold
responsible the originating dealer or broker, or investor. You agree promptly to
reimburse the Fund for losses  suffered by it that are  attributable to any such
cancellation,  or to errors on your part in  relation to the  effective  date of
accepted  purchase  orders,  limited  to the  amount  that  such  losses  exceed
contemporaneous  gains  realized  by the Fund for  either of such  reasons  with
respect to other purchase orders.

     (d) In the  case of a  canceled  purchase  for the  account  of a  directly
purchasing shareholder,  the Fund agrees that if such investor fails to make you
whole for any loss you pay to the Fund on such canceled purchase order, the Fund
will  reimburse  you for such  loss to the  extent of the  aggregate  redemption
proceeds of any other shares of the Fund owned by such investor,  on your demand
that the Fund  exercise its right to claim such  redemption  proceeds.  The Fund
shall  register or cause to be registered all Shares sold to you pursuant to the
provisions hereof in such names and amounts as you may request from time to time
and the Fund  shall  issue or cause to be issued  certificates  evidencing  such
Shares for  delivery to you or pursuant to your  direction  if and to the extent
that the  shareholder  account in  question  contemplates  the  issuance of such
certificates.  All Shares,  when so issued and paid for, shall be fully paid and
non-assessable  by the Fund (which shall not prevent the  imposition of any CDSC
that may apply) to the extent set forth in the current Prospectus and/or SAI.

5.       Repurchase of Shares.

     (a) In  connection  with the  repurchase  of Shares,  you are appointed and
shall act as Agent of the Fund.  You are  authorized,  for so long as you act as
General  Distributor  of the  Fund,  to  repurchase,  from  authorized  dealers,
certificated  or  uncertificated  shares of the Fund  ("Shares") on the basis of
orders  received  from each dealer  ("authorized  dealer") with which you have a
dealer agreement for the sale of Shares and permitting resales of Shares to you,
provided that such authorized  dealer, at the time of placing such resale order,
shall  represent  (i) if such Shares are  represented  by  certificate(s),  that
certificate(s) for the Shares to be repurchased have been delivered to it by the
registered  owner with a request for the  redemption of such Shares  executed in
the manner  and with the  signature  guarantee  required  by the  then-currently
effective  prospectus  of the Fund,  or (ii) if such Shares are  uncertificated,
that the  registered  owner(s)  has  delivered  to the dealer a request  for the
redemption  of such  Shares  executed  in the  manner  and  with  the  signature
guarantee required by the then-currently effective prospectus of the Fund.

     (b) You  shall (a) have the  right in your  discretion  to accept or reject
orders for the repurchase of Shares; (b) promptly transmit  confirmations of all
accepted  repurchase orders; and (c) transmit a copy of such confirmation to the
Fund,  or,  if so  directed,  to any  duly  appointed  transfer  or  shareholder
servicing  agent of the Fund.  In your  discretion,  you may  accept  repurchase
requests  made by a  financially  responsible  dealer  which  provides  you with
indemnification  in form satisfactory to you in consideration of your acceptance
of such dealer's request in lieu of the written  redemption request of the owner
of the account;  you agree that the Fund shall be a third party  beneficiary  of
such indemnification.

     (c) Upon receipt by the Fund or its duly appointed  transfer or shareholder
servicing agent of any  certificate(s)  (if any has been issued) for repurchased
Shares and a written  redemption  request  of the  registered  owner(s)  of such
Shares  executed in the manner and bearing the signature  guarantee  required by
the then-currently effective Prospectus or SAI of the Fund, the Fund will pay or
cause its duly appointed transfer or shareholder servicing agent promptly to pay
to the  originating  authorized  dealer the redemption  price of the repurchased
Shares (other than  repurchased  Shares subject to the provisions of part (d) of
Section 5 of this Agreement) next determined  after your receipt of the dealer's
repurchase order.

     (d)  Notwithstanding  the  provisions  of  part  (c) of  Section  5 of this
Agreement,  repurchase  orders  received  from an  authorized  dealer  after the
determination  of the Fund's  redemption  price on a regular  business  day will
receive that day's redemption price if the request to the dealer by its customer
to arrange such repurchase prior to the  determination of the Fund's  redemption
price that day complies with the requirements  governing such requests as stated
in the current Prospectus and/or SAI.

     (e) You will make every reasonable effort and take all reasonably available
measures to assure the accurate  performance  of all services to be performed by
you  hereunder  within  the  requirements  of any  statute,  rule or  regulation
pertaining to the redemption of shares of a regulated investment company and any
requirements  set forth in the then-current  Prospectus  and/or SAI of the Fund.
You shall correct any error or omission made by you in the  performance  of your
duties  hereunder  of which you shall have  received  notice in writing  and any
necessary  substantiating  data;  and you shall hold the Fund  harmless from the
effect of any errors or omissions which might cause an over- or under-redemption
of the Fund's Shares and/or an excess or non-payment of dividends, capital gains
distributions, or other distributions.

     (f) In the event an authorized  dealer  initiating a repurchase order shall
fail to make  delivery or  otherwise  settle such order in  accordance  with the
rules of the National  Association of Securities  Dealers,  Inc., you shall have
the right to cancel such repurchase order and, at your account and risk, to hold
responsible  the  originating  dealer.  In the event that any  cancellation of a
Share  repurchase  order or any error in the timing of the acceptance of a Share
repurchase  order shall result in a gain or loss to the Fund, you agree promptly
to  reimburse  the  Fund  for any  amount  by  which  any  losses  shall  exceed
then-existing gains so arising.

     6.  1933 Act  Registration.  The Fund  has  delivered  to you a copy of its
current Prospectus and SAI. The Fund agrees that it will use its best efforts to
continue the effectiveness of the Registration Statement under the 1933 Act. The
Fund  further  agrees to prepare  and file any  amendments  to its  Registration
Statement as may be necessary and any supplemental  data in order to comply with
the 1933 Act. The Fund will furnish you at your expense with a reasonable number
of  copies  of the  Prospectus  and SAI and any  amendments  thereto  for use in
connection with the sale of Shares.

     7. 1940 Act  Registration.  The Fund has already  registered under the 1940
Act as an investment company,  and it will use its best efforts to maintain such
registration and to comply with the requirements of the 1940 Act.

     8. State Blue Sky Qualification.  At your request,  the Fund will take such
steps as may be  necessary  and  feasible to qualify  Shares for sale in states,
territories or dependencies of the United States, the District of Columbia,  the
Commonwealth  of Puerto Rico and in foreign  countries,  in accordance  with the
laws thereof, and to renew or extend any such qualification;  provided, however,
that the Fund  shall  not be  required  to  qualify  shares or to  maintain  the
qualification  of  shares  in  any   jurisdiction   where  it  shall  deem  such
qualification disadvantageous to the Fund.

9.       Duties of Distributor You agree that:

     (a)  Neither  you nor any of your  officers  will  take  any  long or short
position  in the  Shares,  but this  provision  shall  not  prevent  you or your
officers from acquiring Shares for investment purposes only;

     (b) You shall furnish to the Fund any pertinent  information required to be
inserted  with respect to you as General  Distributor  within the purview of the
Securities Act of 1933 in any reports or registration  required to be filed with
any governmental authority; and

     (c) You will not make any representations inconsistent with the information
contained in the current Prospectus and/or SAI.

     (d) You shall  maintain such records as may be reasonably  required for the
Fund or its transfer or  shareholder  servicing  agent to respond to shareholder
requests or  complaints,  and to permit the Fund to maintain  proper  accounting
records,  and you shall make such records available to the Fund and its transfer
agent or shareholder servicing agent upon request.

     (e)  In  performing  under  this  Agreement,  you  shall  comply  with  all
requirements  of the Fund's  current  Prospectus  and/or SAI and all  applicable
laws, rules and regulations with respect to the purchase,  sale and distribution
of Shares.

     10.  Allocation of Costs.  The Fund shall pay the cost of  composition  and
printing of sufficient copies of its Prospectus and SAI as shall be required for
periodic  distribution to its shareholders and the expense of registering Shares
for sale under  federal  securities  laws.  You shall pay the expenses  normally
attributable  to the  sale  of  Shares,  other  than as paid  under  the  Fund's
Distribution  Plan  under  Rule  12b-1 of the 1940  Act,  including  the cost of
printing and mailing of the Prospectus  (other than those  furnished to existing
shareholders)  and any sales  literature  used by you in the public  sale of the
Shares and for  registering  such shares  under state blue sky laws  pursuant to
paragraph 8.

     11.  Duration.  This Agreement  shall take effect on the date first written
above, and shall supersede any and all prior General Distributor's Agreements by
and among the Fund and you. Unless earlier  terminated  pursuant to paragraph 12
hereof,  this Agreement  shall remain in effect until two years from the date of
execution  hereof,  and  hereinafter  will continue in effect from year to year,
provided that such continuance shall be specifically approved at least annually:
(a) by the  Fund's  Board of  Trustees  or by vote of a  majority  of the voting
securities of the Fund;  and (b) by the vote of a majority of the Trustees,  who
are not parties to this  Agreement  or  "interested  persons" (as defined in the
1940 Act) of any such person, cast in person at a meeting called for the purpose
of voting on such approval.

     12.  Termination  This  Agreement  may be  terminated  (a)  by the  General
Distributor  at any time without  penalty by giving sixty days'  written  notice
(which  notice may be waived by the Fund);  (b) by the Fund at any time  without
penalty upon sixty days' written notice to the General Distributor (which notice
may be waived by the General Distributor);  or (c) by mutual consent of the Fund
and the General Distributor, provided that such termination by the Fund shall be
directed  or approved by the Board of Trustees of the Fund or by the vote of the
holders of a majority of the outstanding  voting  securities of the Fund. In the
event this Agreement is terminated by the Fund, the General Distributor shall be
entitled to be paid the CDSC under paragraph 3 hereof on the redemption proceeds
of Shares sold prior to the effective date of such termination.

     13.  Assignment.  This  Agreement  may not be amended or changed  except in
writing and shall be binding  upon and shall enure to the benefit of the parties
hereto and their  respective  successors;  however,  this Agreement shall not be
assigned by either party and shall automatically terminate upon assignment.

     14.   Disclaimer  of  Shareholder   Liability.   The  General   Distributor
understands and agrees that the obligations of the Fund under this Agreement are
not binding upon any Trustee or  shareholder  of the Fund  personally,  but bind
only the Fund and the Fund's property;  the General Distributor  represents that
it has notice of the provisions of the  Declaration of Trust,  as may be amended
or restated from time to time, of the Fund  disclaiming  trustee and shareholder
liability for acts or obligations of the Fund.

     15.  Section  Headings  The  headings  of each  section is for  descriptive
purposes  only, and such headings are not to be construed or interpreted as part
of this Agreement.

     If the foregoing is in accordance with your  understanding,  so indicate by
signing in the space provided below.


                           Oppenheimer Transition 2020 Fund


                                /s/ Robert G. Zack
                            By: ____________________________________
                                 Robert G. Zack
                                 Secretary

Accepted:


OppenheimerFunds Distributor, Inc.


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