THE DREYFUS PREMIER THIRD CENTURY FUND, INC.
DISTRIBUTION PLAN
Introduction: It has been proposed that the above-captioned investment
company (the "Fund") adopt a Distribution Plan (the "Plan") in accordance
with Rule 12b-1 promulgated under the Investment Company Act of 1940, as
amended (the "Act"). The Plan would pertain to each class of shares of the
Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time
to time (each, a "Class"). Under the Plan, the Fund would pay the Fund's
distributor (the "Distributor") for distributing shares of each Class. If
this proposal is to be implemented, the Act and said Rule 12b-1 require that
a written plan describing all material aspects of the proposed financing be
adopted by the Fund.
The Fund's Board, in considering whether the Fund should implement a
written plan, has requested and evaluated such information as it deemed
necessary to make an informed determination as to whether a written plan
should be implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets attributable to
each Class for such purposes.
In voting to approve the implementation of such a plan, the Board
members have concluded, in the exercise of their reasonable business
judgment and in light of their respective fiduciary duties, that there is a
reasonable likelihood that the plan set forth below will benefit the Fund
and shareholders of each Class.
The Plan: The material aspects of this Plan are as follows:
1. The Fund shall pay to the Distributor for distribution a fee in
respect of each Class at the annual rate set forth on Exhibit A.
2. For the purposes of determining the fees payable under this Plan,
the value of the Fund's net assets attributable to each Class shall be
computed in the manner specified in the Fund's charter documents as then in
effect for the computation of the value of the Fund's net assets
attributable to such Class.
3. The Fund's Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan. The report
shall state the purpose for which the amounts were expended.
4. As to each Class, this Plan will become effective at such time as
is specified by the Fund's Board, provided that the Plan is approved with
respect to such Class by a majority of the Board members, including a
majority of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial interest in
the operation of this Plan or in any agreements entered into in connection
with this Plan, pursuant to a vote cast in person at a meeting called for
the purpose of voting on the approval of this Plan.
5. As to each Class, this Plan shall continue for a period of one
year from its effective date, unless earlier terminated in accordance with
its terms, and thereafter shall continue automatically for successive annual
periods, provided such continuance is approved at least annually in the
manner provided in paragraph 4 hereof.
6. As to each Class, this Plan may be amended at any time by the
Fund's Board, provided that (a) any amendment to increase materially the
costs which such Class may bear pursuant to this Plan shall be effective
only upon approval by a vote of the holders of a majority of the outstanding
shares of such Class, and (b) any material amendments of the terms of this
Plan shall become effective only upon approval as provided in paragraph 4
hereof.
7. As to each Class, this Plan is terminable without penalty at any
time by (a) vote of a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Fund and have no direct or indirect
financial interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, or (b) vote of the holders of a
majority of the outstanding shares of such Class.
Dated: August 31, 1999
EXHIBIT A
Fee as a Percentage of
Name of Class Average Daily Net Assets
Class B .75%
Class C .75%
