AMENDED AND RESTATED

                 DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                                     with

                      OppenheimerFunds Distributor, Inc.

                            For Class C Shares of

                  Oppenheimer Quest Capital Value Fund, Inc.


      This Amended and Restated  Distribution  and Service Plan and  Agreement
(the  "Plan")  is dated as of the 3rd day of  October,  2005,  by and  between
Oppenheimer  Quest Capital Value Fund, Inc. (the "Fund") and  OppenheimerFunds
Distributor, Inc. (the "Distributor").

1.    The Plan. This Plan is the Fund's written  distribution and service plan
for Class C shares of the Fund (the  "Shares"),  designed  to comply  with the
provisions  of Rule 12b-1 as it may be amended  from time to time (the "Rule")
under the  Investment  Company Act of 1940 (the "1940 Act").  Pursuant to this
Plan 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  that  hold  Shares  ("Accounts").  The  Fund may act as
distributor  of  securities  of which it is the issuer,  pursuant to the Rule,
according  to the terms of this Plan.  The terms and  provisions  of this Plan
shall be interpreted  and defined in a manner  consistent  with the provisions
and definitions contained in (i) the Fund's Registration  Statement,  (ii) the
1940 Act, (iii) the Rule,  (iv) Rule 2830 of the Conduct Rules of the National
Association  of  Securities  Dealers,  Inc.,  or any  applicable  amendment or
successor  to such rule (the  "NASD  Conduct  Rules")  and (v) any  conditions
pertaining   either  to   distribution-related   expenses  or  to  a  plan  of
distribution  to which the Fund is  subject  under any order on which the Fund
relies,  issued at any time by the U.S.  Securities  and  Exchange  Commission
("SEC").

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 person or
entity which: (i) has rendered assistance  (whether direct,  administrative or
both) in the  distribution  of Shares or has provided  administrative  support
services  with  respect to Shares  held by  Customers  (defined  below) of the
Recipient;  (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  the sale of  Shares;  and (iii) has been
selected by the Distributor to receive payments under the Plan.

      (b)  "Independent  Directors" shall mean the members of the Fund's Board
of Directors who are not "interested  persons" (as defined in the 1940 Act) of
the  Fund  and who  have no  direct  or  indirect  financial  interest  in the
operation of this Plan or in any agreement relating to this Plan.

      (c)  "Customers"  shall  mean  such  brokerage  or  other  customers  or
investment  advisory or other  clients of a Recipient,  and/or  accounts as to
which  such  Recipient  provides  administrative  support  services  or  is  a
custodian or other fiduciary.

      (d) "Qualified  Holdings"  shall mean, as to any  Recipient,  all Shares
owned  beneficially  or of  record  by:  (i)  such  Recipient,  or  (ii)  such
Recipient's  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 more
than one person or entity  would  otherwise  qualify as  Recipients  as to the
same  Shares  with  respect to the  payment of the  Asset-Based  Sales  Charge
and/or  Service Fee  (defined  below),  the  Recipient  which is the dealer of
record on the Fund's books as  determined by the  Distributor  shall be deemed
the Recipient as to such Shares for purposes of this Plan.

3.    Payments  for  Distribution   Assistance  and  Administrative  Support
Services.

      (a) Payments to the  Distributor.  In consideration of the payments made
by the Fund to the Distributor  under this Plan, the Distributor shall provide
administrative  support services and  distribution  services to the Fund. Such
services include distribution  assistance and administrative  support services
rendered in  connection  with Shares (1) sold in  purchase  transactions,  (2)
issued in  exchange  for shares of another  investment  company  for which the
Distributor serves as distributor or  sub-distributor,  or (3) issued pursuant
to a plan of  reorganization  to  which  the  Fund is a  party.  If the  Board
believes that the  Distributor may not be rendering  appropriate  distribution
assistance or  administrative  support services in connection with the sale of
Shares,  then the Distributor,  at the request of the Board, shall provide the
Board  with  a  written  report  or  other  information  to  verify  that  the
Distributor  is  providing  appropriate  services  in this  regard.  For  such
services, the Fund will make the following payments to the Distributor:

            (i)  Administrative  Support Service Fees.  Within forty-five (45)
days of the end of each calendar  quarter,  the Fund will make payments in the
aggregate  amount of up to 0.25% on an annual basis of the average  during the
period of the  aggregate  net asset  value of the  Shares  computed  as of the
close of each  business  day (the  "Service  Fee").  Such Service Fee payments
received  from  the  Fund  will   compensate  the  Distributor  for  providing
administrative  support services with respect to Accounts.  The administrative
support  services in connection  with  Accounts may include,  but shall not be
limited to, the  administrative  support  services that a Recipient may render
as described in Section 3(b)(i) below.

            (ii) Distribution  Assistance Fees (Asset-Based Sales Charge). The
Fund may make payments of an  "Asset-Based  Sales Charge" of up to 0.0625% per
month  (0.75%  on an  annual  basis) of the  average  during  the month of the
aggregate net asset value of Shares  computed as of the close of each business
day.  Such  Asset-Based  Sales  Charge  payments  received  from the Fund will
compensate  the   Distributor   for  providing   distribution   assistance  in
connection with the sale of Shares.

            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  broker,
dealer,  bank or other person or entity that sells Shares,  and/or paying such
persons  "Advance  Service Fee  Payments"  (as  defined  below) in advance of,
and/or in amounts  greater  than,  the amount  provided for in Section 3(b) of
this Agreement;  (ii) paying  compensation to and expenses of personnel of the
Distributor who support distribution of Shares by 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 holders of the Fund's shares  ("Shareholders")) and state
"blue sky" registration expenses.

      (b) Payments to  Recipients.  The  Distributor  is authorized  under the
Plan  to  pay  Recipients  (1)  distribution  assistance  fees  for  rendering
distribution  assistance  in  connection  with the sale of Shares  and/or  (2)
service fees for  rendering  administrative  support  services with respect to
Accounts.  However,  no such  payments  shall be made to any Recipient for any
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, that
may be set from time to time by a majority of the Independent  Directors.  All
fee payments  made by the  Distributor  hereunder  are subject to reduction or
chargeback so that the aggregate  service fee payments and Advance Service Fee
Payments do not exceed the limits on payments to  Recipients  that are, or may
be, imposed by the NASD Conduct Rules.  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 or retain such  payments if
the Distributor qualifies as a Recipient.

            In  consideration  of the  services  provided by  Recipients,  the
Distributor shall make the following payments to Recipients:

            (i)  Service  Fee.  In  consideration  of  administrative  support
services  provided by a  Recipient,  the  Distributor  shall make  service fee
payments  to that  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  period,  at a rate not to exceed 0.25% on an
annual  basis of the  average  during  the period 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 the minimum  period (the "Minimum  Holding
Period"),  if any,  that may be set  from  time to time by a  majority  of the
Independent Directors.

            Alternatively,  the Distributor may, at its sole option,  make the
following  service fee payments to any Recipient,  within forty-five (45) days
of the end of each  calendar  quarter  or at such  other  interval  as  deemed
appropriate by the  Distributor:  (A) "Advance Service Fee Payments" at a rate
not to exceed  0.25% of the  average  during  the  calendar  quarter  or other
period 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 period 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 period 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.
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.

            The  administrative  support services to be rendered by Recipients
in connection with the Accounts may include,  but shall not be limited to, the
following:  answering routine inquiries  concerning the Fund, assisting in the
establishment  and  maintenance  of accounts or  sub-accounts  in the Fund and
processing Share redemption  transactions,  making the Fund's investment plans
and dividend payment options  available,  and providing such other information
and services in connection with the rendering of personal  services and/or the
maintenance  of  Accounts,  as the  Distributor  or the  Fund  may  reasonably
request.

            (ii)  Distribution  Assistance  Fee  (Asset-Based  Sales  Charge)
Payments.  Irrespective of whichever  alternative method of making service fee
payments  to  Recipients  is  selected by the  Distributor,  in  addition  the
Distributor shall make distribution  assistance fee payments to each Recipient
quarterly,   or  at  such  other   interval  as  deemed   appropriate  by  the
Distributor,  within  forty-five  (45)  days  after  the end of each  calendar
quarter or other period,  at a rate not to exceed  0.1875% (0.75% on an annual
basis) of the average  during the period 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 its Customers
for a period  of more than one (1) year.  Alternatively,  at its sole  option,
the Distributor may make  distribution  assistance fee payments to a Recipient
quarterly,  at the rate  described  above,  on Shares  constituting  Qualified
Holdings  owned  beneficially  or of record by the  Recipient or its Customers
without  regard to the 1-year  holding period  described  above.  Distribution
assistance fee payments  shall be made only to Recipients  that are registered
with the SEC as a broker-dealer or are exempt from registration.

            The  distribution  assistance to be rendered by the  Recipients in
connection  with the sale of Shares may include,  but shall not be limited to,
the  following:  distributing  sales  literature and  prospectuses  other than
those furnished to current Shareholders,  providing compensation to and paying
expenses of personnel of the Recipient who support the  distribution of Shares
by the  Recipient,  and  providing  such other  information  and  services  in
connection with the  distribution of Shares as the Distributor or the Fund may
reasonably request.

      (c) A  majority  of the  Independent  Directors  may at any time or from
time to time  (i)  increase  or  decrease  the  rate of fees to be paid to the
Distributor  or to any  Recipient,  but not to exceed  the  maximum  rates set
forth above,  and/or (ii) direct the  Distributor  to increase or decrease any
Minimum  Holding  Period,  any  maximum  period  set  by  a  majority  of  the
Independent  Directors  during which fees will be paid on Shares  constituting
Qualified  Holdings owned  beneficially  or of record by a Recipient or by its
Customers (the "Maximum Holding Period"),  or Minimum Qualified Holdings.  The
Distributor  shall notify all  Recipients of any Minimum  Qualified  Holdings,
Maximum  Holding Period and Minimum  Holding Period that are  established  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  supplement  or  Statement  of  Additional   Information  or
amendment  to or  revision  of  the  prospectus  or  Statement  of  Additional
Information of the Fund shall constitute sufficient notice.

      (d) The  Service  Fee and the  Asset-Based  Sales  Charge on Shares  are
subject to reduction or  elimination  under the limits that apply to such fees
under the NASD Conduct Rules relating to sales of shares of open-end funds.

      (e) Under  the Plan,  payments  may also 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,   from
Asset-Based  Sales Charge payments or from the proceeds of its borrowings,  in
either case, in the discretion of OFI or the Distributor, respectively.

      (f)  Recipients  are  intended  to have  certain  rights as  third-party
beneficiaries  under this Plan, subject to the limitations set forth below. It
may be presumed  that a Recipient  has  provided  distribution  assistance  or
administrative  support  services  qualifying for payment under the Plan if it
has Qualified  Holdings of Shares that entitle it to payments  under the Plan.
If either the  Distributor  or the Board  believe  that,  notwithstanding  the
level of Qualified  Holdings,  a Recipient  may not be  rendering  appropriate
distribution   assistance   in   connection   with  the  sale  of   Shares  or
administrative  support services for Accounts,  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
distribution  assistance and/or services in this regard. If the Distributor or
the  Board of  Directors  still is not  satisfied  after the  receipt  of such
report,  either may take appropriate steps to terminate the Recipient's status
as a  Recipient  under  the  Plan,  whereupon  such  Recipient's  rights  as a
third-party  beneficiary  hereunder shall  terminate.  Additionally,  in their
discretion  a majority  of the Fund's  Independent  Directors  at any time may
remove any  broker,  dealer,  bank or other  person or entity as a  Recipient,
whereupon  such  person's  or  entity's  rights as a  third-party  beneficiary
hereof  shall  terminate.  Notwithstanding  any other  provision of this Plan,
this Plan  does not  obligate  or in any way make the Fund  liable to make any
payment  whatsoever  to any  person  or  entity  other  than  directly  to the
Distributor.  The  Distributor  has no  obligation  to pay any Service Fees or
Distribution  Assistance  Fees to any  Recipient  if the  Distributor  has not
received  payment of Service  Fees or  Distribution  Assistance  Fees from the
Fund.

4.    Selection and  Nomination  of  Directors.  While this Plan is in effect,
the  selection  and  nomination of persons to be Directors of the Fund who are
not  "interested  persons" of the Fund  ("Disinterested  Directors")  shall be
committed to the discretion of the incumbent Disinterested Directors.  Nothing
herein shall prevent the incumbent  Disinterested  Directors  from  soliciting
the views or the  involvement  of others in such  selection or  nomination  as
long as the final  decision on any such  selection and  nomination is approved
by a majority of the incumbent Disinterested 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 all  payments  made under this Plan and the  purpose  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 a  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 Class C shares;  (ii) such
termination  shall be on not more than sixty days' written notice to any other
party to the agreement;  (iii) such agreement shall automatically terminate in
the  event of its  "assignment"  (as  defined  in the  1940  Act);  (iv)  such
agreement  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 (v) such agreement 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 a vote of 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 Amended
and  Restated  Plan  has  been  approved  by a  vote  of  the  Board  and  its
Independent  Directors  and  replaces  the Fund's  prior  Amended and Restated
Distribution  and  Service  Plan and  Agreement  for  Class C  shares.  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 or
as the Board may otherwise  determine but only so long as such  continuance is
specifically  approved  at  least  annually  by a vote  of the  Board  and its
Independent  Directors  cast in person at a meeting  called for the purpose of
voting on such continuance.

      This  Plan may not be  amended  to  increase  materially  the  amount of
payments  to be  made  under  this  Plan,  without  approval  of the  Class  C
Shareholders at a meeting called for that purpose and all material  amendments
must be approved by a vote of the Board and of the Independent Directors.

      This Plan may be  terminated  at any time by a 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  Class C voting shares. In
the event of such termination,  the Board and its Independent  Directors shall
determine  whether the Distributor  shall be entitled to payment from the Fund
of all or a portion of the Service Fee and/or the Asset-Based  Sales Charge in
respect of Shares sold prior to the effective date of such termination.


                                    Oppenheimer Quest Capital Value Fund, Inc.



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


                                    OppenheimerFunds Distributor, Inc.



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