0000899681-03-000045 Sample Contracts

BY-LAWS OF DREYFUS PREMIER STOCK FUNDS
By-Laws • January 23rd, 2003 • Dreyfus Premier Stock Funds
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DREYFUS PREMIER STOCK FUNDS (formerly, SSL-1995-4) Amended and Restated Agreement and Declaration of Trust
Agreement and Declaration of Trust • January 23rd, 2003 • Dreyfus Premier Stock Funds • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST, made as of the 18th day of October, 2002 by the Trustee hereunder (hereinafter with any additional and successor trustees referred to as the "Trustees") and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, hereby amends and restates in its entirety the Agreement and Declaration of Trust dated July 24, 1995 made at Boston, Massachusetts.

FORM OF DISTRIBUTION AGREEMENT DREYFUS PREMIER STOCK FUNDS 200 Park Avenue New York, New York 10166
Distribution Agreement • January 23rd, 2003 • Dreyfus Premier Stock Funds

This is to confirm that, in consideration of the agreements hereinafter contained, the above-named investment company (the "Fund") has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each a "Series") or (b) if no Series are set forth on such Exhibit, shares of the Fund. For purposes of this agreement the term "Shares" shall mean the authorized shares of the relevant Series, if any, and otherwise shall mean the Fund's authorized shares.

FORM OF CUSTODIAN AGREEMENT
Custodian Agreement • January 23rd, 2003 • Dreyfus Premier Stock Funds • Massachusetts

AGREEMENT made as of this ___ day of __________, 2003, between DREYFUS PREMIER STOCK FUNDS, a company organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the "Bank").

FORM OF SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • January 23rd, 2003 • Dreyfus Premier Stock Funds • Massachusetts

AGREEMENT made as of ____________, 2003 by and between THE DREYFUS CORPORATION, a corporation organized under the laws of the State of New York ("Dreyfus"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the"Bank").

FORM OF ADMINISTRATION AGREEMENT DREYFUS PREMIER STOCK FUNDS 200 Park Avenue New York, New York 10166
Administration Agreement • January 23rd, 2003 • Dreyfus Premier Stock Funds

The above-named investment company (the “Fund”) consisting of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a “Series”), herewith confirms its agreement with you as follows:

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