General American Investors Inc. Watch

from N-2 ~10 pages By-Laws of General American Investors (Ex 2(b))

from N-2 1 page Certificate of Correction of Certificate of Amendment of Restated Certificate of Incorporation of General American Investors Company, Inc. General American Investors Company, Inc., a Delaware Corporation, Acting Pursuant to Section 103 of the Delaware General Corporation Law (The "Dgcl"), Hereby Certifies That: 1. the First Sentence of Paragraph First of the Certificate of Amendment of the Restated Certificate of Incorporation of General American Investors Company, Inc. as Filed on March 11, 1998, Which Provides That Article Fourth of the Restated Certificate of Incorporation Shall Be Amended in Its Entirety, Is Incorrect. 2. the First Sentence of Paragraph First of the Certificate of Amendment of the Restated Certificate of Incorporation of General American Investors Company, Inc. Shall Be Corrected to Provide: "First. the Board of Directors of Said Corporation Duly Adopted a Resolution Setting Forth and Declaring Advisable the Amendment of Article Fourth of the Restated Certificate of Incorporation of Said Corporation to Increase the Total Number of Shares of Capital Stock Which the Corporation Shall Have Authority to Issue From 30,000,000 Shares of Capital Stock to 40,000,000 Shares, Consisting of 30,000,000 Shares of Common Stock of the Par Value of One Dollar ($1) Per Share and 10,000,000 Shares of Preferred Stock of the Par Value of One Dollar ($1) Per Share So That, as Amended, the First Paragraph of Said Article Shall Read as Follows:" <page> in Witness Whereof, This Certificate of Correction Has Been Duly Executed as of the 20th Day of March, 1998 and Is Being Filed in Accordance With Section 103 of the Dgcl by an Authorized Person of the Corporation. General American Investors Company, Inc. by /S/ Eugene L. Destaebler, Jr. Name: Eugene L. Destaebler, Jr. Title: Vice-President, Administration -2

from N-2 1 page Certificate of Amendment

from N-2 1 page Certificate of Amendment of Restated Certificate of Incorporation of General American Investors Company, Inc. General American Investors Company, Inc. a Delaware Corporation (The "Corporation") Hereby Certifies as Follows: First: The Board of Directors of the Corporation Duly Adopted a Resolution Amending the Corporation's Restated Certificate of Incorporation by Amending the First Paragraph of Article Fourth in Its Entirety to Read as Follows: "The Total Authorized Capital Stock of the Corporation Shall Be 30,000,000 Shares of Common Stock of the Par Value of One Dollar ($1) Per Share." Second: This Certificate of Amendment Has Been Duly Adopted by the Favorable Vote of the Holders of a Majority of the Outstanding Stock Entitled to Vote Thereon in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, General American Investors Company, Inc. Has Caused This Certificate to Be Signed by William J. Gedale, Its President, and Attested by Dolores P. Sovern, Its Secretary on the 19th Day of March, 1992. General American Investors Company, Inc. by /S/ William J. Gedale William J. Gedale President Attested: By: /S/ Dolores P. Sovern Dolores P. Sovern Secretary

from N-2 1 page Certificate of Amendment of Restated Certificate of Incorporation of General American Investors Company, Inc. General American Investors Company, Inc., a Delaware Corporation (The "Corporation"), Hereby Certifies as Follows: First: The Board of Directors of the Corporation Duly Adopted a Resolution Amending the Corporation's Restated Certificate of Incorporation by Adding a New Article Tenth That Reads as Follows: Article Tenth: No Director of the Corporation Shall Be Liable to the Corporation or Its Stockholders for Monetary Damages for Breach of Fiduciary Duty as a Director, Provided That the Foregoing Shall Not Eliminate or Limit Liability of a Director (I) for Any Breach of Such Director's Duty of Loyalty to the Corporation or Its Stockholders, (II) for Acts or Omissions Not in Good Faith or Which Involve Intentional Misconduct, Gross Negligence or Reckless Disregard of the Duties Involved in the Conduct of Such Director's Office, or a Knowing Violation of Law, (III) Under Section 174 of Title 8 of the Delaware Code, or (IV) for Any Transaction From Which Such Director Derived an Improper Personal Benefit. Second: This Certificate of Amendment Has Been Duly Adopted by the Favorable Vote of the Holders of a Majority of the Outstanding Stock Entitled to Vote Thereon in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, General American Investors Company, Inc. Has Caused This Certificate to Be Signed by Malcolm B. Smith, Its President, and Attested by John J. Smith, Its Secretary, on the 28th Day of April, 1987. General American Investors Company, Inc. by /S/ Malcolm B. Smith [Seal] Malcolm B. Smith, President Attest: By /S/ John J. Smith John J. Smith Secretary

from N-2 ~5 pages Restated Certificate of Incorporation (Ex 2(a)(1))