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Nominating Committee Charter

General American Investors Company, Inc.
Nominating Committee Charter

January 14, 2004

Committee Membership:

Unless otherwise determined by the Board of Directors (the "Board"), the Nominating Committee (the "Committee") of General American Investors Company, Inc. (the "Company") shall be comprised of all of the directors of the Company who are not "interested persons" of the Company, as defined in Section 2(a)19 of the Investment Company Act of 1940, as amended (the "1940 Act").

Committee Purpose and Responsibilities

The Committee shall have the purpose and responsibilities to:

  1. Direct the process whereby individuals are selected and nominated to serve as directors of the Company.
  2. Identify individuals believed to be qualified to become Board members and to select, or recommend to the Board, the nominees to stand for election as directors at the annual meeting of stockholders or, if applicable, at a special meeting of stockholders. In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), the Committee shall recommend to the Board an individual to fill such vacancy either through appointment by the Board or through election by stockholders. In selecting or recommending candidates, the Committee shall take into consideration one or more of the following factors: personal qualities and characteristics, accomplishments and reputation in the business community, current knowledge and contacts in the Company's industry or other industries relevant to the Company's business, ability and willingness to commit adequate time to Board and committee matters, the fit of the individual's skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company, diversity of viewpoints, background, experience and other demographics, and the extent to which the candidate would be a desirable addition to the Board. The Committee shall consider candidates recommended by the Company's shareholders in accordance with the procedures set forth in the Company's annual proxy statement. The Committee is not required to consider self-nominating shareholders. The Committee may consider candidates proposed by management, but is not required to do so.
  3. Assist management in the preparation of the disclosure in the Company's annual proxy statement regarding the operations of the Committee.
  4. Report to the Board on a regular basis, and not less than once per year.
  5. Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the nomination of Board members.

Committee Structure and Operations

The Board shall designate one member of the Committee as its chairperson. The Committee shall meet at least once a year at a time and place determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson. Members of the Committee may participate in a meeting of the Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Delegation to Subcommittee

The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee.