AMENDED AND RESTED

                 DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                                     With

                    OppenheimerFunds Distributor, Inc. And

                          Panorama Series Fund, Inc.

                            For Service Shares Of

                               Growth Portfolio

This Amended and Restated  Distribution  and Service Plan and  Agreement  (the
"Plan") is dated as of the 28th day of October,  2005, by and between Panorama
Series Fund,  Inc.  (the  "Company")  for the account of its Growth  Portfolio
(the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").

1.    The Plan.  This Plan is the  Fund's  written  distribution  and  service
plan for its Service 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  compensate  the  Distributor  for its
services in  connection  with the  distribution  of Shares,  and the  personal
service  and  maintenance  of  shareholder  accounts  ("Accounts")  that  hold
Service  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  "Insurance  Company  Recipients,"  as  hereinafter  defined,  for
rendering  services and for the  maintenance of Accounts and for  distributing
Service  Shares.  Such  Insurance  Company  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)   "Insurance  Company Recipient" shall mean any insurance company or
      affiliate  thereof or other  person or entity  which:  (i) has  rendered
      assistance   (whether   direct,   administrative,   or   both)   in  the
      distribution  of Shares and/or 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/or the sale of Shares;  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
      Directors (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  Directors") may remove any institution as a Insurance
      Company  Recipient,  whereupon  such  entity's  rights as a  third-party
      beneficiary hereof shall terminate.

      (b)   "Qualified  Holdings"  shall  mean,  as to any  Insurance  Company
      Recipient,  all  Shares  owned  beneficially  or of record  by: (i) such
      Insurance  Company  Recipient,  (ii)  such  clients  of  such  Insurance
      Company  Recipient  and/or  accounts as to which such Insurance  Company
      Recipient  provides  administrative  services  and/or is a fiduciary  or
      custodian   or   co-fiduciary   or   co-custodian   (collectively,   the
      "Customers"),  or (iii) separate  accounts  created or sponsored by such
      Insurance Company Recipient or its affiliate,  but in no event shall any
      such  Shares  be  deemed  owned  by  more  than  one  Insurance  Company
      Recipient  for  purposes  of this Plan.  In the event that more than one
      entity would  otherwise  qualify as Insurance  Company  Recipients as to
      the same Shares with  respect to the  payment of the  Asset-Based  Sales
      Charge and/or the Service Fee (defined  below),  the  Insurance  Company
      Recipient  which is the  dealer of record on the Fund's  books  shall be
      deemed the  Insurance  Company  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,  in the  amount of .0625%
      (.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 (the "Service Fee"),  provided,  however,  that the
      Distributor may, in its sole discretion,  reduce that payment level from
      time to time. The  Distributor  will use such fee received from the Fund
      in its entirety for payments to  Insurance  Company  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  two  paragraphs.  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 Insurance Company Recipient.

            The  services  to be  rendered by the  Distributor  and  Insurance
      Company  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  Insurance  Company
      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 an Insurance  Company
      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,  an Insurance Company Recipient may not be rendering
      appropriate  services,  then  the  Distributor,  at the  request  of the
      Board,  shall  require  the  Insurance  Company  Recipient  to provide a
      written  report  or other  information  to verify  that  said  Insurance
      Company Recipient is providing  appropriate  services in this regard. If
      the Distributor  still is not satisfied,  it may take appropriate  steps
      to terminate the Insurance Company  Recipient's status as such under the
      Plan,  whereupon  such  entity's  rights  as a  third-party  beneficiary
      hereunder shall terminate.

            The  distribution  assistance  services  to  be  rendered  by  the
      Distributor in connection with the Shares may include,  but shall not be
      limited  to,  the  following:   (i)  paying  sales  commissions  to  any
      insurance company,  broker,  dealer, bank or other person or entity that
      directly or indirectly  sells Shares;  (ii) paying  compensation  to and
      expenses of personnel of the  Distributor  who support  distribution  of
      Shares by Insurance  Company  Recipients;  (iii) obtaining  financing or
      providing such  financing from its own resources,  or from an affiliate,
      for  the  interest  and  other  borrowing  costs  of  the  Distributor's
      unreimbursed expenses incurred in rendering distribution  assistance and
      administrative  support  services  to the Fund;  and (iv)  paying  other
      direct  distribution  costs,  including without  limitation the costs of
      sales  literature,   advertising  and  prospectuses  (other  than  those
      prospectuses  furnished to current  direct and  indirect  holders of the
      Fund's shares ("Shareholders").

            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 will be reduced
      to the extent that reimbursement  payments  otherwise  permissible under
      the Plan have not been  authorized  by the Board for that  quarter.  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  Insurance  Company
      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 .0625%
      (0.25% on an annual basis) of the average  during each 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  Insurance   Company  Recipient  or  by  its  Customers,
      provided,  however,  that the Distributor  may, in its sole  discretion,
      reduce that payment level from time to time.  However,  no such payments
      shall be made to any Insurance  Company Recipient for any such period in
      which its Qualified  Holdings do not equal or exceed, at the end of such
      period, the minimum amount ("Minimum  Qualified  Holdings"),  if any, to
      be set from time to time by a majority of the Independent  Directors.  A
      majority of the  Independent  Directors  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 Insurance Company  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  Insurance  Company  Recipients  of  the
      Minimum   Qualified   Holdings  and  the  rate  of  payments   hereunder
      applicable  to  Insurance  Company  Recipients,  and shall  provide each
      Insurance  Company 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  Insurance  Company
      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 from Panorama  Series Fund,  Inc.), or (ii) by
      the Distributor (a subsidiary of OFI), from its own resources.

4.    Selection and  Nomination  of  Directors.  While this Plan is in effect,
the selection or replacement  of  Independent  Directors and the nomination of
those persons to be Directors of the Fund who are not "interested  persons" of
the Fund or the Fund shall be committed to the  discretion of the  Independent
Directors.  Nothing  herein  shall  prevent  the  Independent  Directors  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 Directors.

5.    Reports.  While this Plan is in effect,  the Treasurer of the Fund shall
provide  written  reports to the Fund's  Board for its review,  detailing  the
aggregate  amount of payments made under this Plan, and the purposes for which
the payments  were made.  The reports shall be provided  quarterly,  and shall
state  whether  all  provisions  of Section 3 of this Plan have been  complied
with.

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  Directors 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 Shares,
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  Directors  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  Directors 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  Directors  cast in  person at a
meeting  called on October 28, 2005 for the purpose of voting on this Plan and
replaces  the prior  Amended and  Restated  Distribution  and Service Plan and
Agreement for the Fund's  Service  Shares.  Unless  terminated as  hereinafter
provided,  it  shall  continue  in  effect  until  renewed  by  the  Board  in
accordance  with  Rule  12b-1  under  the  1940  Act  and  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  Directors  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  Directors or by the vote of the
holders  of  a  "majority"  (as  defined  in  the  1940  Act)  of  the  Fund's
outstanding  voting Service  shares.  This Plan may not be amended to increase
materially  the amount of payments to be made without  approval of the Service
Shareholders,  in the manner described above, and all material amendments must
be approved by a vote of the Board and of the Independent Directors.

                                         Panorama Series Fund, Inc.
                                         on behalf of Growth Portfolio


                                         By: /s/ Kathleen T. Ives
                                             --------------------
                                             Kathleen T. Ives, Assistant
                                                Secretary

                                         OppenheimerFunds Distributor, Inc.


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