EXHIBIT 4.5
July 12, 2000
Jay Levin
1609 Lave View Avenue
Sylvan Lake, MI 48320
Dear Jay:
This letter serves to amend Section 2 of that certain letter agreement, dated as
of April 25, 2000 (the "Agreement") and Section 10 of that certain Stock Option
Agreement, dated as of April 25, 2000 (the "Stock Option Agreement"), both
between yourself and Oxford Health Plans, Inc. (the "Corporation"), in order to
extend the deadline by which the Corporation is obligated to register the shares
of common stock underlying your stock options with the Securities and Exchange
Commission.
Accordingly, the second sentence of Section 2 of the Agreement is hereby amended
to read as follows:
"The shares of common stock underlying such options shall be separately
registered with the Securities and Exchange Commission by and at the expense
of the Corporation no later than August 25, 2000."
The first sentence of Section 10 of the Stock Option Agreement is hereby amended
to read as follows:
"The Corporation agrees to cause the Option Shares to be registered
under the Securities Act of 1933, as amended (the "Securities Act") no
later than August 25, 2000."
If you are in agreement with the amendments provided herein, please sign the
bottom of both copies of this letter in the space provided and retain one copy
for your records.
Sincerely,
/s/ NILS LOMMERIN
Nils Lommerin, Executive Vice
President Operations and Corporate Services
/s/ JAY LEVIN 7/14/00
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Jay Levin Date
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