0000909230-11-000003 Sample Contracts

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2011 • Dreyfus Lifetime Portfolios Inc

This is to confirm that, in consideration of the agreements hereinafter contained, each investment company identified on Exhibit A hereto, as such Exhibit may be amended from time to time (each, 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.

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CUSTODY AGREEMENT by and between THE FUNDS LISTED ON SCHEDULE 1 HERETO and THE BANK OF NEW YORK MELLON
Custody Agreement • January 28th, 2011 • Dreyfus Lifetime Portfolios Inc • New York

CUSTODY AGREEMENT, dated as of January 1, 2011 (“Agreement”) between each investment company identified on Schedule 1 hereto, as such Schedule may be amended from time to time (each such investment company and each investment company made subject to this Agreement in accordance with Section 10.12 below, the “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

SUB-INVESTMENT ADVISORY AGREEMENT THE DREYFUS CORPORATION
Sub-Investment Advisory Agreement • January 28th, 2011 • Dreyfus Lifetime Portfolios Inc

As you are aware, Dreyfus LifeTime Portfolios, Inc. (the "Fund") desires to employ its capital by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in its charter documents and in its Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund intends to employ The Dreyfus Corporation (the "Adviser") to act as its investment adviser pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you. The Adviser desires to employ you to act as the sub-investment adviser to each of the Fund's series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series").

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