AMENDED AND RESTATED

                   MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3



                                       FOR



                               ECLIPSE FUNDS INC.



     WHEREAS, Eclipse Funds Inc. (the "Company"), on behalf of the separate

series of the Company, engages in business as an open-end management investment

company and is registered as such under the Investment Company Act of 1940, as

amended (the "Act"); and



     WHEREAS, shares of common stock of the Company are currently divided into a

number of separate series listed on Exhibit A (each a "Fund"); and



     WHEREAS, the Company, on behalf of each Fund, previously adopted an Amended

and Restated Combined Multiple Class Plan pursuant to Rule 18f-3 under the Act

(the "Plan") pursuant to which shares of each Fund may be issued in one or more

classes of shares; and



     WHEREAS, the Company desires to further amend the Plan; and



     WHEREAS, pursuant to various Management Agreements, the Company employs New

York Life Investment Management LLC ("NYLIM") as manager for the Funds; and



     WHEREAS, pursuant to an Amended and Restated Master Distribution Agreement,

dated [ ], the Company employs NYLIFE Distributors LLC ("NYLIFE Distributors" or

the "Distributor") as distributor of the securities of which the Company is the

issuer;



     NOW, THEREFORE, the Company hereby amends and restates, on behalf of the

Funds, the Plan, in accordance with Rule 18f-3 under the Act, subject to the

following terms and conditions:



     1. FEATURES OF THE CLASSES. The classes of shares authorized to be issued

by each Fund are set forth in Exhibit B. Shares of each class of a Fund shall

represent an equal pro rata interest in such Fund and, generally, shall have

identical voting, dividend, liquidation, and other rights, preferences, powers,

restrictions, limitations, qualifications, and terms and conditions, except

that: (a) each class of shares shall have a different designation; (b) each

class of shares shall bear any Class Expenses, as defined in Section 4 below;

(c) each class of shares shall have exclusive voting rights on any matter

submitted to shareholders that relates solely to its distribution and/or service

arrangement and each class of shares shall have separate voting rights on any

matter submitted to shareholders in which the interests of one class differ from

the interests of any other class; and (d) each class of shares shall differ in

terms of its eligibility requirements, type and amount of shareholder servicing

available and other features, as described in the current prospectuses from time

to time. In addition, the Investor Class, Class A, Class B,



{PAGE}



Class C, Class I, Class R1, Class R2, and Class R3 shares shall have the

features described in Sections 2, 3, 5 and 6 below.



     2. SALES CHARGE STRUCTURE.



          a. Investor Class Shares. Investor Class shares of a Fund shall be

offered at the then-current net asset value plus a front-end sales charge. The

front-end sales charge shall be in such amount as is disclosed in a Fund's

current prospectus or prospectus supplement and shall be subject to such waivers

or reductions as are disclosed in a Fund's current prospectus or prospectus

supplement. Investor Class shares generally shall not be subject to a contingent

deferred sales charge provided, however, that such a charge may be imposed in

such other cases as is disclosed in a Fund's current prospectus or supplement.



          b. Class A Shares. Class A shares of a Fund shall be offered at the

then-current net asset value plus a front-end sales charge. The front-end sales

charge shall be in such amount as is disclosed in a Fund's current prospectus or

prospectus supplement and shall be subject to such reductions for larger

purchasers and such waivers or reductions as are disclosed in a Fund's current

prospectus or prospectus supplement. Class A shares generally shall not be

subject to a contingent deferred sales charge provided, however, that such a

charge may be imposed in such other cases as is disclosed in a Fund's current

prospectus or supplement.



          c. Class B Shares. Class B shares of a Fund shall be offered at the

then-current net asset value without the imposition of a front-end sales charge.

A contingent deferred sales charge in such amount as is described in a Fund's

current prospectus or prospectus supplement shall be imposed on Class B shares,

subject to such waivers or reductions as are disclosed in a Fund's current

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