AMENDED AND RESTATED
                          SERVICE PLAN AND AGREEMENT

                                     with

                      OppenheimerFunds Distributor, Inc.

                            For Class A Shares of
                          Rochester Fund Municipals


This Amended and Restated  SERVICE PLAN AND AGREEMENT (the "Plan") is dated as
of the 14th day of June,  2002, by and between  Rochester Fund Municipals (the
"Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").

1.    The Plan.  This Plan is the Fund's written  service plan for its Class A
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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
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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.
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      (a) Under the Plan,  the Fund  will make  payments  to the  Distributor,
      within forty-five (45) days of the end of each calendar quarter,  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 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 Recipient  quarterly,  within
            forty-five  (45) days of the end of each  calendar  quarter,  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 quarter 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.


      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
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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
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provide  at least  quarterly  a  written  report to the  Fund's  Board for its
review,  detailing the amount of all payments made pursuant to this Plan,  the
identity of the  Recipient  of each such  payment,  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
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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
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been  approved  by a vote of the  Independent  Trustees  cast in  person  at a
meeting  called on April 8,  2002 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
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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.


                              Rochester Fund Municipals



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


                              OppenheimerFunds Distributor, Inc.



                              By:    /s/ Katherine P. Feld
                                    Katherine P. Feld,
                                    Vice President & Secretary


















N1a\365\Orgdocs\365_ServPlanAgree-A(0602).doc