EXCHANGE AND STANDSTILL AGREEMENT

         WHEREAS,  Mario J.  Gabelli  ("Gabelli"),  Frederick  J.  Mancheski
("Mancheski"), David M. Perlmutter ("Perlmutter"), and GGCP, Inc., a New York
corporation ("GGCP"), are parties to that certain Settlement and Stock Purchase
Agreement dated May 31, 2006 (the "Settlement and Purchase Agreement"); and

         WHEREAS,  in  accordance  with the terms and  conditions of the
Settlement and Purchase Agreement, the parties thereto are executing and
delivering, or are causing to be executed and delivered, among other things, the
Additional Settlement Documents and the Stipulation of Settlement (as those
terms are defined in the Settlement and Purchase Agreement), among others; and

         WHEREAS,  as a  result  of  the  transactions  contemplated  by the
Settlement and Purchase Agreement, Mancheski will receive 2,071,635 shares of
the Class B Common Stock, $.001 par value (the "Class B Common Stock"), of GAMCO
Investors, Inc., a New York corporation (the "Company"), and he has requested
that the Company exchange those shares for the same number of shares of Class A
Common Stock, $.001 par value (the "Class A Common Stock" and together with the
Class B Common Stock, the "Common Stock"), of the Company; and

         WHEREAS,  the Company has agreed to the proposed  exchange and the
registration of the newly issued shares provided that Mancheski agrees to
certain limitations on his Class A Common Stock;

         NOW,  THEREFORE,  this  Exchange  and  Standstill  Agreement  (the
"Agreement") is made this 31st day of May, 2006, by and between Mancheski and
the Company.

                                       I.

                         REPRESENTATIONS AND WARRANTIES

1.        Representations and Warranties of Mancheski. Mancheski represents and
          warrants to the Company as follows:

          a.   He is competent and has all requisite power and authority to
               execute and deliver this Agreement and to consummate the
               transactions contemplated hereby.

          b.   This Agreement has been duly and validly executed and delivered
               by Mancheski and, assuming due and valid execution and delivery
               by the Company, constitutes a legal, valid and binding agreement
               of Mancheski, enforceable against him in accordance with its
               terms, subject as to enforceability to applicable bankruptcy,
               insolvency, fraudulent conveyance, reorganization, moratorium and
               similar laws affecting creditors' rights and remedies generally
               and to general principles of equity (regardless of whether
               enforcement is sought in a proceeding at law or in equity). The
               performance of the terms of this Agreement does not conflict
               with, constitute a violation of, or require any notice or consent
               under, any certificate or articles of incorporation, limited
               partnership agreement, trust agreement, bylaws or any other
               agreement or instrument to which Mancheski is a party or by which
               he is bound, and does not require any consent, approval or notice
               under any provision of any judgment, order, decree, statute, law,
               rule or regulation applicable to Mancheski or Mancheski's shares
               of Common Stock, except as may be required by federal and state
               securities laws.

<PAGE>

          c.   There are no other persons who, by reason of their personal,
               business, professional or other arrangement, relationship or
               affiliation with Mancheski, whether written or oral and whether
               existing as of the date hereof or in the future, have agreed,
               explicitly or implicitly, to take any action on behalf of or in
               lieu of Mancheski that would otherwise be prohibited by this
               Agreement.

          d.   As of the date hereof, Mancheski expects to become the beneficial
               owner 2,071,635 shares of Class B Common Stock (the "Class B
               Shares"), free and clear of all liens and encumbrances, pursuant
               to the Settlement and Purchase Agreement and no other person will
               have any beneficial ownership interest in the Class B Shares, and
               no affiliate or associate of Mancheski will have any rights,
               options or agreements to acquire or vote any other shares of
               Common Stock or other securities of the Company.

          e.   Any shares acquired hereunder by Mancheski are being acquired
               solely for investment purposes and may not be resold or
               transferred except as permitted hereunder and in accordance with
               applicable securities laws.

2.        Representations  and  Warrants of the  Company.  The Company
          represents and warrants to Mancheski as follows:

          a.   The Company has been duly organized and is validly existing and
               in good standing, under the laws of the State of StateplaceNew
               York, and has the requisite corporate power and authority to
               execute and deliver this Agreement and to consummate the
               transactions contemplated hereby.

          b.   This Agreement has been duly and validly executed and delivered
               by the Company and, assuming due and valid execution and delivery
               by Mancheski, constitutes a legal, valid and binding agreement of
               the Company, enforceable against the Company in accordance with
               its terms, subject as to enforceability to applicable bankruptcy,
               insolvency, fraudulent conveyance, reorganization, moratorium and
               similar laws affecting creditors' rights and remedies generally
               and to general principles of equity (regardless of whether
               enforcement is sought in a proceeding at law or in equity). The
               performance of the terms of this Agreement does not conflict
               with, constitute a violation of, or require any notice or consent
               under, the certificate of incorporation or bylaws of the Company
               or any agreement or instrument to which the Company is a party or
               by which the Company is bound, and does not require any consent,
               approval or notice under any provision of any judgment, order,
               decree, statute, law, rule or regulation applicable to the
               Company, except as may be required by federal and state
               securities laws.


                                       2
<PAGE>

                                      II.

                               THE SHARE EXCHANGE

1.        The Exchange. Mancheski hereby agrees to exchange his Class B Shares
          solely for 2,071,635 shares of Class A Common Stock (the "Mancheski
          Shares"). The Company hereby agrees that no later than 30 days after
          the Closing Date (as defined in the Settlement and Purchase
          Agreement), it will issue to Mancheski, in exchange for the Class B
          Shares, solely the Mancheski Shares and deliver one or more
          certificates as reasonably requested by Mancheski representing the
          Mancheski Shares.

                                      III.

                         STANDSTILL AND VOTING AGREEMENT

1.        Standstill Provisions. Mancheski agrees that the "Standstill Period"
          shall commence on the date of this Agreement and shall terminate on
          the tenth anniversary hereof.

          a.   Mancheski agrees that, during the Standstill Period, without the
               prior written consent of the Board, he shall not, directly or
               indirectly:

               (i)  acquire, announce an intention to acquire, offer or propose
                    to acquire, or agree to acquire, directly or indirectly, by
                    purchase or otherwise, beneficial ownership of (A) any
                    Common Stock or direct or indirect rights or options to
                    acquire (through purchase, exchange, conversion or
                    otherwise) any Common Stock, excepting solely Common Stock
                    or other Voting Securities (I) received as a result of a
                    stock dividend, stock distribution or stock split, (II)
                    issued by the Company to Mancheski in connection with any
                    reorganization or recapitalization of the Company or (III)
                    issued by the Company in connection with any rights
                    offering;

               (ii) solicit proxies (or written consents) or assist or
                    participate in any other way, directly or indirectly, in any
                    solicitation of proxies (or written consents), or otherwise
                    become a "participant" in a "solicitation," as such terms
                    are defined in Instruction 3 of Item 4 of Schedule 14A and
                    Rule 14a-1 of Regulation 14A, respectively, under the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act"), in opposition to the recommendation or proposal of
                    the Board, or recommend or request or induce or attempt to
                    induce any other person to take any such actions, or seek to
                    advise, encourage or influence any other person with respect
                    to the voting of (or the execution of a written consent in
                    respect of) the Common Stock or other Voting Securities, or
                    execute any written consent in lieu of a meeting of the
                    holders of the Common Stock or other Voting Securities or
                    grant a proxy with respect to the voting of the Common Stock
                    or other Voting Securities to any person other than to the
                    Board or persons appointed as proxies by the Board or
                    Gabelli or his designee pursuant to Section III.2 hereof;

                                       3
<PAGE>

              (iii) initiate, propose or submit one or more stockholder
                    proposals or induce or attempt to induce any other person
                    to initiate any stockholder proposal;

               (iv) seek to call or to request the call of, a special meeting of
                    the Company's stockholders, or make a request for a list of
                    the Company's stockholders;

               (v)  form, join or in any way participate in a "group" (within
                    the meaning of Section 13(d)(3) of the Exchange Act) for the
                    purpose of acquiring, holding, voting or disposing of any
                    securities of the Company;

               (vi) vote for any nominee or nominees for election to the Board,
                    other than those nominated or supported by the Board, or
                    consent to become a nominee for election as a member of the
                    Board unless nominated by the Board;

              (vii) seek, alone or in concert with others, to place a
                    representative or other affiliate or nominee on the Board or
                    seek the removal of any member of the Board or a change in
                    the size or composition of the Board;

             (viii) deposit any Common Stock or other Voting Securities in a
                    voting trust or enter into any other arrangement or
                    agreement with respect to the voting thereof except pursuant
                    to Section III.2 hereof;

               (ix) acquire or agree, offer, seek or propose to acquire, or
                    cause to be acquired, ownership (including beneficial
                    ownership) of any of the assets or business of the Company
                    or any rights or options to acquire any such assets or
                    business from any person;

               (x)  seek, propose, or make any statement with respect to, or
                    solicit, negotiate with, or provide any information to any
                    person with respect to, a merger, consolidation, acquisition
                    of control or other business combination, tender or exchange
                    offer, purchase, sale or transfer of assets or securities,
                    dissolution, liquidation, reorganization, recapitalization,
                    dividend, share repurchase or similar transaction involving
                    the Company, its subsidiaries or its business, whether or
                    not any such transaction involves a change of control of the
                    Company;

               (xi) take any action, alone or in concert with any other person,
                    advise, finance, assist or participate in or encourage any
                    person to take any action which is prohibited to be taken by
                    Mancheski or any of his affiliates or associates pursuant to
                    this Agreement, or make any investment in or enter into any
                    arrangement with, any other person that engages, or offers
                    or proposes to engage in any of the foregoing;

              (xii) disclose publicly, or privately in a manner that could
                    reasonably be expected to become public, any intention, plan
                    or arrangement inconsistent with the foregoing;


                                       4
<PAGE>

             (xiii) make any request or demand to inspect the records of the
                    Company or to obtain a shareholders list for the Company or
                    encourage any shareholder or other persons to do so;

              (xiv) commence, encourage, or support any derivative action in
                    the name of the Company or any class action against the
                    Company or any of its officers or directors; or

               (xv) take any action challenging the validity or enforceability
                    of any provisions of this Section III.

2.        Voting.

          a.   Mancheski agrees that, until the expiration of the Standstill
               Period, provided that he is a record or beneficial owner of any
               Common Stock or other Voting Securities of the Company, he will
               be present, in person or represented by proxy, at all stockholder
               meetings of the Company so that all Common Stock or other Voting
               Securities beneficially owned by him and his affiliates and
               associates may be counted for the purpose of determining the
               presence of a quorum at such meetings.

          b.   Mancheski agrees that, until the expiration of the Standstill
               Period, provided that he is a record or beneficial owner of any
               Common Stock or other Voting Securities of the Company, he will
               vote or cause to be voted, or consent or cause a consent to be
               given with respect to, all shares of Common Stock or other Voting
               Securities beneficially owned by him and his affiliates and
               associates as follows: (i) with respect to the election of
               directors at any meeting of stockholders or any adjournments or
               postponements thereof, in favor of the nominees for directors
               recommended by the Board or its nominating committee and (ii)
               with respect to any other matter requiring a shareholder vote, in
               accordance with the recommendation of the Board; provided that in
               lieu of voting his shares in the foregoing manner, Mancheski may
               deliver a proxy to Gabelli or his designee to vote at the next
               scheduled meeting of shareholders of the Company or any
               adjournment thereof.

          c.   Mancheski further agrees to take all action reasonably necessary
               to carry out the intention of this Section III.2, including
               without limitation, delivering to the Company upon its request
               executed proxies naming the proxies appointed by the Board to
               vote all shares of Common Stock or other Voting Securities
               beneficially owned by Mancheski and/or his affiliates as of the
               record dates of the Annual Meeting or any other meeting of the
               Company's stockholders, as applicable. The Company shall deliver
               a copy of such request to each of Mancheski and his counsel at
               their respective addresses set forth in Section VI.4 no later
               than 30 days before the meeting, and if executed proxies are not
               received by the date that is 10 days before any such meeting,
               without further action on the part of the parties hereto,
               Mancheski shall be deemed to have appointed Gabelli or his
               designee as Mancheski's proxy and attorney in-fact with respect
               to all matters brought before such meeting to be voted in
               accordance with this Agreement.


                                       5
<PAGE>

                                      IV.

                              TRANSFER LIMITATIONS

1.        Transfer Limitations. From the date of this Agreement through the
          first day of the Lockup Period, without the Company's prior written
          consent, Mancheski shall not, directly or indirectly, sell, pledge,
          encumber, transfer, or otherwise dispose of, or agree to sell, pledge,
          encumber, transfer or otherwise dispose of, any interest in his shares
          of Common Stock, including Mancheski Shares, or any other Common Stock
          or other Voting Securities (a "Disposition"); provided that Mancheski
          may effect a Disposition to any of the persons listed below who
          executes and delivers a joinder agreement in the form annexed hereto
          as Exhibit A:

          a.   to any corporation, partnership or other entity wholly-owned by
               Mancheski;

          b.   to any trust the sole beneficiaries of which are family members,
               or any charitable trust or charitable foundation established by
               Mancheski;

          c.   to any not for profit entity;

          d.   as gifts or as bequests; or

          e.   to the Company.

          In addition, Mancheski may pledge all or part of the Mancheski Shares
          as security for a loan from a bank or other financial institution that
          has entered into an Agreement with the Company containing terms and
          conditions substantially equivalent to those in this Agreement.

2.       The Lockup Period.   The Lockup  Period  shall  commence  on the date
         that all of Mancheski Shares become registered with the Securities and
         Exchange Commission (the "SEC") for sale in the public markets and
         shall end on the second anniversary of that date.

3.       The Lockup.  During the Lockup Period,  Mancheski shall not make any
         Disposition of Mancheski Shares except that: (i) on the first day of
         the Lockup Period, one-twenty fourth (1/24th) of Mancheski Shares,
         including any shares transferred pursuant to Section 1 above, shall be
         freed from the foregoing restriction and may thereafter be sold in the
         public markets; (ii) on the same day of each month thereafter, the
         same amount of Mancheski Shares shall also be freed from the foregoing
         restrictions; and (iii) at all times during the Lockup Period,
         Mancheski shall be permitted to make the same transfers as set forth
         in Section 1 above. If during the Lockup Period (i) the Company
         suspends effectiveness of the Registration Statement (as defined in
         the Registration Rights Agreement), pursuant to Section 5(a) of the
         Registration Rights Agreement and (ii) Mancheski is ineligible under
         Rule 144 to sell the maximum number of Shares permitted by this
         provision, then Mancheski may, once the Registration Statement has
         again become effective, immediately sell in the public markets the
         number of Mancheski Shares equal to the number of Mancheski Shares
         that he would have been permitted to sell pursuant to this Section 3
         during the period of the suspension. All Shares held by Mancheski or
         his transferee shall remain subject to all other provisions of this
         Agreement, unless sold in the public markets in accordance with this
         Agreement.

                                       6
<PAGE>

4.       Not Applicable to Existing  Shares.  The  restrictions set forth in
         this Article IV shall not apply to the 19,815 shares of Class A Common
         Stock owned by Mancheski as of dateMonth4Day17Year2006April 17, 2006.

                                       V.

                              ADDITIONAL AGREEMENTS

1.        Press Releases; Public Statements. Commencing with the date hereof,
          neither the Company nor Mancheski nor any of their respective
          affiliates or representatives shall issue any other press release or
          other publicly available document with respect to the subject matter
          of this Agreement, the Settlement and Purchase Agreement, the
          Additional Settlement Documents and the Stipulation of Settlement. The
          Company shall make all filings with the SEC appropriate in connection
          with the execution of this Agreement, including a Current Report on
          Form 8-K. Mancheski shall not during the Standstill Period issue any
          press release, grant any interviews with the press or any other person
          or otherwise make any public statements concerning the Company, except
          to the extent required by statute or regulation, unless the Company
          shall have agreed in form and substance to the contents thereof prior
          to such issuance.

2.        Mutual Releases. In consideration of the provisions of this Agreement:

          a.   Mancheski, for himself and on behalf of his heirs,
               representatives, and assigns (collectively, "Releasor"), hereby
               remises, covenants not to sue, forever discharges, and absolutely
               and irrevocably releases, the Company, and each of its past and
               present affiliates, subsidiaries, representatives, employees,
               attorneys, directors, officers, and assigns (collectively, the
               "Releasees"), from any and all claims whatsoever of every kind
               and nature, including without limitation, any and all claims,
               rights, demands, suits, causes of action, losses, damages, fees,
               costs, obligations, amounts, liabilities and expenses, known or
               unknown, suspected or unsuspected, fixed or contingent, direct or
               indirect that Releasor has, had, or may have had against
               Releasees, from the beginning of time to the Date of this
               Agreement. NOTHING IN THIS RELEASE SHALL RELEASE THE RELEASEES
               FROM THEIR OBLIGATIONS PURSUANT TO THIS AGREEMENT, THE ADDITIONAL
               SETTLEMENT DOCUMENTS OR THE STIPULATION OF SETTLEMENT.

               IN THE EVENT OF THE TERMINATION OF THE SETTLEMENT AND PURCHASE
               AGREEMENT IN ACCORDANCE WITH ITS TERMS, THIS RELEASE SHALL
               FORTHWITH BECOME VOID AND SHALL BE OF NO EFFECT WHATSOEVER.


                                       7
<PAGE>

          b.   The Company, for itself and on behalf of each of its past and
               present affiliates, subsidiaries, representatives, employees,
               directors, officers, and assigns (collectively, "Releasor"),
               hereby remises, covenants not to sue, forever discharges, and
               absolutely and irrevocably releases Mancheski and his heirs,
               representatives, and assigns (collectively, the "Releasees"),
               from any and all claims whatsoever of every kind and nature,
               including without limitation, any and all claims, rights,
               demands, suits, causes of action, losses, damages, fees, costs,
               obligations, amounts, liabilities and expenses, known or unknown,
               suspected or unsuspected, fixed or contingent, direct or indirect
               that Releasor has, had, or may have had against Releasees, from
               the beginning of time to the Date of this Agreement. NOTHING IN
               THIS RELEASE SHALL RELEASE THE RELEASEES FROM THEIR OBLIGATIONS
               PURSUANT TO THIS AGREEMENT, THE ADDITIONAL SETTLEMENT DOCUMENTS
               OR THE STIPULATION OF SETTLEMENT.

               IN THE EVENT OF THE TERMINATION OF THE SETTLEMENT AND PURCHASE
               AGREEMENT IN ACCORDANCE WITH ITS TERMS, THIS RELEASE SHALL
               FORTHWITH BECOME VOID AND SHALL BE OF NO EFFECT WHATSOEVER.

3.        Negative Remarks.

          a.   During the Standstill Period, Mancheski shall not, and shall
               cause his agents or representatives not to, directly or
               indirectly, in any capacity or manner, make, express, transmit,
               speak, write, verbalize or otherwise communicate in any way (or
               cause, further, assist, solicit, encourage, support or
               participate in any of the foregoing), any remark, comment,
               message, information, declaration, communication or other
               statement of any kind, whether oral, in writing, electronically
               transferred or otherwise, that might reasonably be construed to
               be derogatory or critical of, or negative toward, Gabelli, the
               Company or any of its directors, officers, Affiliates,
               subsidiaries, employees, agents or representatives in their
               capacities thereof (collectively, the "GBL Parties"), or to
               malign, harm, disparage, defame or damage the reputation or good
               name of Gabelli, the Company, its business or those of any of the
               GBL Parties, and/or that reveals, discloses, incorporates, is
               based upon, discusses, includes or otherwise involves any
               Confidential Information (as hereinafter defined).

          b.   During the Standstill Period, the Company shall not, and shall
               cause its agents or representatives not to, directly or
               indirectly, in any capacity or manner, make, express, transmit,
               speak, write, verbalize or otherwise communicate in any way (or
               cause, further, assist, solicit, encourage, support or
               participate in any of the foregoing), any remark, comment,
               message, information, declaration, communication or other
               statement of any kind, whether oral, in writing, electronically
               transferred or otherwise, that might reasonably be construed to
               be derogatory or critical of, or negative toward, Mancheski, or
               any of Mancheski's Affiliates, employees, agents or
               representatives in their capacities thereof (collectively the
               "Mancheski Parties"), or to malign, harm, disparage, defame or
               damage the reputation or good name of any of the Mancheski
               Parties.

                                       8
<PAGE>

          c.   The provisions of this Section 3 shall not apply to the
               individual parties' confidential communications with their
               spouses, to any of the parties' confidential communications with
               their legal and financial advisors, or to any "permitted
               communications" pursuant to Section V.7 of this Agreement.

          d.   In the event of a breach of Section V.1 or this Section V.3 by
               any party, or any of its Affiliates, officers, directors,
               employees, agents or representatives, which breach is determined
               to be material by the Court, the Court may award such relief as
               it determines appropriate, including relieving the other parties
               from any further obligation to comply with Sections V.1 and/or
               V.3 of this Agreement and holding the breaching party or parties
               in contempt of Court, and may assess any and all contempt
               remedies deemed appropriate by the Court. Nothing in this Section
               V.3(d) is intended or may be construed to limit or circumscribe
               any other or different remedies that may also be available to the
               parties for breach of the specified sections or any other
               provisions of this Agreement.

4.        Treatment of Discovery Documents and Information. Nothing in this
          Agreement shall in any way affect that certain Stipulation and Order
          of Confidentiality entered on or about October 1, 2004 in the Action
          (as hereinafter defined), which Stipulation and Order shall remain in
          full force and effect in accordance with its terms.

5.        Specific Performance. The Company and Mancheski acknowledge and agree
          that in the event of any breach of this Agreement, the non-breaching
          party would be irreparably harmed and could not be made whole by
          monetary damages. It is accordingly agreed that the Company and
          Mancheski, in addition to any other remedy to which they may be
          entitled at law or in equity, shall be entitled to an injunction or
          injunctions to prevent breaches of this Agreement and/or to compel
          specific performance of this Agreement in any action.

6.        Schedule 13D/13G. Subject to compliance with the terms of this
          Agreement, within ten days after the Closing Date (as that term is
          defined in the Settlement and Purchase Agreement), Mancheski and his
          affiliates and associates shall file with the SEC a statement on
          Schedule 13D or 13G, as applicable, a copy of which shall be delivered
          to the Company at least two business days prior to the filing thereof
          with the SEC.

7.        Permitted Communications. Notwithstanding any of the provisions of
          this Agreement to the contrary, no provision of this Agreement shall
          prohibit any party from (a) filing any documents required by the SEC
          or applicable state securities laws or making any other disclosure
          required by federal or state securities laws, provided that the
          content of any document so filed does not violate any of the other
          terms and conditions of this Agreement unless such content constitutes
          disclosure required by any securities laws or rules or regulations
          promulgated from time to time by the SEC, (b) making any filing or
          disclosure permitted by Section 4.5(b) of the Settlement and Purchase
          Agreement, (c) responding and testifying as permitted by Section
          4.5(c) of the Settlement and Purchase Agreement, (d) enforcing any
          rights of such party under this Agreement, (e) communicating with
          actual and potential clients or their representatives about the
          settlement in a manner consistent with the press release previously
          issued by GGCP and any public disclosure permitted hereunder, (f) in
          the case of the Company, issuing any press releases for the purpose of
          disclosing material information under federal or state securities
          laws, or (g) in the case of Mancheski, providing this Agreement, the
          Registration Rights Agreement, and the Settlement and Purchase
          Agreement to any actual or proposed transferee, provided that any such
          actual or proposed transferee agrees in writing to maintain the
          confidentiality of such documents. In the event Mancheski or the
          Company receives any subpoena or other judicially enforceable written
          request from any court or government agency of competent jurisdiction
          concerning Mancheski's interests in the Company, he and the Company
          shall follow the procedures set forth in the final three sentences of
          Section 4.5 of the Settlement and Purchase Agreement.


                                       9
<PAGE>

8.        Compliance by Affiliates and Associates. To the extent Mancheski is
          bound by any covenant or agreement contained in this Agreement, he
          shall cause each of his affiliates, associates and assignees to abide
          by such covenant or agreement as if such affiliate or associate were
          itself Mancheski and a signatory to this Agreement.

9.        Waiver of Conflict of Interest. Mancheski hereby waives any conflict
          of interest with respect to the hiring by the Company of Morvillo,
          Abramowitz, Grand, Iason & Silberberg, P.C. or Collier, Halpern,
          Newberg, Nolletti & Bock, LLP with respect to matters unrelated to the
          transactions contemplated by this Agreement and unrelated to the
          action (the "Action") pending in Supreme Court of the State of New
          York, Westchester County, captioned Frederick J. Mancheski and David
          M. Perlmutter v. Gabelli Group Capital Partners, Inc. (Index No.
          03-18762).

10.       Termination. In the event of termination of the Settlement and
          Purchase Agreement, this Agreement shall immediately terminate and
          became void as set forth in Section 7.2 of the Settlement and Purchase
          Agreement.

                                      VI.

                                  MISCELLANEOUS

1.        Entire Agreement. This Agreement, the Registration Rights Agreement
          and the Stipulation of Settlement constitute the entire understanding
          of the parties with respect to the subject matter hereof and supersede
          all previous negotiations, representations, discussions or agreements
          by the parties hereto concerning the subject matter hereof.

2.        Headings. Descriptive headings are for convenience only and shall not
          control or affect the meaning or construction of any provision of this
          Agreement.

3.        Counterparts. For the convenience of the parties, any number of
          counterparts of this Agreement may be executed and delivered
          (including by facsimile transmission) by the parties, and each such
          executed counterpart (including any counterparts executed and
          delivered by facsimile transmission) shall be an original instrument.

                                       10
<PAGE>

4.        Notices. All notices and other communications required or permitted
          under this Agreement shall be deemed to have been duly given and made
          when received if in writing and if served either by personal delivery
          to the party for whom intended (which shall include delivery by
          Federal Express or similar nationally recognized service) or five
          business days after being deposited, postage prepaid, certified or
          registered mail, return receipt requested, in the United States mail
          bearing the address shown in this Agreement for, or such other address
          as may be designated in writing hereafter by, such party:

          if to the Company to:

                  GAMCO Investors, Inc.
                  One Corporate Center
                  Rye, New York 10580
                  Attention:  James E. McKee

          with a copy, which shall not constitute notice, to:

                  Richard T. Prins
                  Skadden, Arps, Slate, Meagher & Flom L.L.P.
                  4 Times Square
                  New York, New York 10036

          and if to Mancheski as follows:

                  Frederick J. Mancheski
                  1060 Vegas Valley Drive
                  Las Vegas, Nevada  89109

          with a copy, which shall not constitute notice, to:

                  Collier, Halpern, Newberg, Nolletti & Bock, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Attention:  Philip M. Halpern

          Any party may change the address to which notices or other
          communications hereunder are to be delivered by giving the other party
          notice in the manner herein set forth.

5.        Successors and Assigns. This Agreement shall bind the heirs,
          successors and permitted assigns of the parties, and inure to the
          benefit of any heir, successor or permitted assign of any of the
          parties.

6.        Governing Law. This Agreement shall be governed by and constructed and
          enforced in accordance with the internal laws of the State of
          StateplaceNew York, without giving effect to the conflict of the laws
          principles thereof. All disputes relating to this agreement shall be
          brought exclusively before the Supreme Court of New York,
          PlaceNameplaceWestchester PlaceTypeCounty, for assignment to the
          Honorable Linda S. Jamieson and all parties and their assigns consent
          to the personal jurisdiction of that Court and waive trial by jury.


                                       11
<PAGE>

7.        Certain Terms. As used herein, the following terms shall have the
          meanings ascribed to them:

          a.   "affiliate" and "associate" shall have the meanings set forth in
               Rule 12b-2 under the Exchange Act;

          b.   "beneficial owner," "beneficially own," and "beneficial
               ownership" shall be determined as set forth under Rule 13d-3
               under the Exchange Act; provided that a person shall be deemed to
               be the beneficial owner of all shares of Common Stock or other
               Voting Securities which such person has the right to acquire
               pursuant to the exercise of any rights in connection with any
               securities or any agreement, regardless of when such rights may
               be exercised and whether they are conditional;

          c.   "Board" shall mean the Board of Directors of the Company;

          d.   "business day" shall mean any day other than any Saturday,
               Sunday, or day on which commercial banks in CityplaceNew York,
               StateNew York are authorized or required to be closed;

          e.   "person" shall mean any individual, corporation, association,
               partnership, joint venture, trust, estate, limited liability
               company, limited liability partnership or other entity or
               organization, including a government or political subdivision or
               any agency or instrumentality thereof; and

          f.   "Voting Securities" shall mean securities of the Company having
               the power to vote generally for the election of directors of the
               Company and any securities convertible into, or exercisable or
               exchangeable for, such securities, and shall include, without
               limitation, the Common Stock.

8.        Survival of Representations. All representations and warranties made
          by Mancheski and the Company in this Agreement or pursuant hereto
          shall survive the execution and delivery hereof.

9.        Amendments; Waiver. Any provision of this Agreement may be amended or
          waived if, but only if, such amendment or waiver is in writing and is
          signed, in the case of an amendment, by each party to this Agreement,
          or in the case of a waiver, by the party against whom the waiver is to
          be effective. No failure or delay by any party in exercising any
          right, power or privilege hereunder shall operate as a waiver thereof
          nor shall any single or partial exercise thereof preclude any other or
          further exercise thereof or the exercise of any other right, power or
          privilege. The rights and remedies herein provided shall be
          cumulative.

10.       Interpretation. Each of the undersigned parties hereby acknowledges
          that such parties fully negotiated the terms of this Agreement, that
          each such party had an equal opportunity to influence the drafting of
          the language contained in this Agreement, that each party has had an
          opportunity to review the contents of this Agreement with counsel of
          its choice, and that there shall be no presumption against any such
          party on the ground that such party was responsible for preparing this
          Agreement or any part hereof. Whenever the words "include" or
          "including" are used in this Agreement, they shall be deemed to be
          followed by the words "without limitation." The words "hereof,"
          "herein" and words of similar import when used in this Agreement shall
          refer to this Agreement as a whole and not to any particular provision
          of this Agreement.

                                       12
<PAGE>

11.       Severability. The provisions of this Agreement shall be deemed
          severable and the invalidity or unenforceability of any provision
          shall not affect the validity or enforceability of the other
          provisions hereof. If any provision of this Agreement, or the
          application thereof to any person or any circumstance, is invalid or
          unenforceable, (a) a suitable and equitable provision shall be
          substituted therefor in order to carry out, so far as may be valid and
          enforceable, the intent and purpose of such invalid or unenforceable
          provision and (b) the remainder of this Agreement and the application
          of such provision to other persons or circumstances shall not be
          affected by such invalidity or unenforceability, nor shall not be
          affected by such invalidity or unenforceability, nor shall such
          invalidity or unenforceability affect the validity or enforceability
          of such provision, or the application thereof, in any other
          jurisdiction.

12.       No Third Party Beneficiaries. This Agreement shall be binding upon
          and, except as provided below, inure solely to the benefit of each
          party hereto and their successors, assigns and transferees, and
          nothing in this Agreement, express or implied, is intended to confer
          upon any other person (other than the Company Releasees and Mancheski
          Releasees as provided in Section V.2) any rights or remedies of any
          nature whatsoever under or by reason of this Agreement, provided that
          all parties recognize that, for good and valid consideration, Gabelli
          and GGCP are third party beneficiaries of this Agreement and either
          may enforce any of the terms of this Agreement in the event of a
          breach by Mancheski.

13.       Attorneys' Fees. In the event of any dispute or controversy arising
          out of this Agreement or in connection with the interpretation of any
          term or condition of this Agreement, the enforcement of this
          Agreement, damages for breach of any provision hereof, or in the
          situation where any provision of this Agreement is validly asserted as
          a defense, the prevailing party shall be entitled to recover costs of
          suit, including reasonable attorneys' fees actually incurred, from the
          other party in addition to any other available remedy.


                                       13
<PAGE>

          IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement
to be executed as of the date first referred to above.


                                        GAMCO INVESTORS, INC.



                                        By:
                                           -------------------------------------
                                            Name:
                                            Title:



                                        ----------------------------------------
                                         FREDERICK J. MANCHESKI









                                       14
<PAGE>





                                                                       EXHIBIT A


                                JOINDER AGREEMENT

         JOINDER  AGREEMENT  dated  ________,  200__ by and between GAMCO
Investors, Inc., a StateplaceNew York corporation (the "Company"), and
________________ ("Shareholder").

                               W I T N E S S E T H

         WHEREAS,  pursuant to that certain  Exchange and Standstill  Agreement
dated May 31, 2006 (the "Standstill Agreement") by and between the Company and
Frederick J. Mancheski ("Mancheski"), it is a condition to the transfer of
shares of capital stock of the Company (the "Shares") to Shareholder that
Shareholder become a party to (i) the Standstill Agreement, and (ii) that
certain Registration Rights Agreement dated May 31, 2006 (the "Registration
Rights Agreement") by and among the Company, Mancheski and David M. Perlmutter.

         NOW,  THEREFORE,  in  consideration  of the premises and of the mutual
covenants and agreements of the parties herein contained, the parties hereby
agree as follows:

          Section 1. Joinder. Effective immediately (i) Shareholder is joined as
a party to the Standstill Agreement and is subject to, and shall have all of the
rights, liabilities and obligations under the following provisions of the
Standstill Agreement to the same extent as Mancheski: Article III; Article IV;
Article V, Sections 1, 2(a) and (c), 3 to 7 inclusive and 10 only; and Article
VI; and (ii) Shareholder is joined as a party to the Registration Rights
Agreement and is subject to and shall have all of the rights, liabilities and
obligations thereunder to the same extent as Mancheski. Shareholder shall not
transfer the Shares except pursuant to Article IV, Sections 2 and 3.

          Section 2. Governing Law. This Joinder Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York, except that
body of law relating to choice of laws.

          Section 3. Successors and Assigns. This Joinder Agreement shall be
binding upon the parties hereto and their respective successors and assigns
(which become such by operation of law), legal representatives and heirs.

          Section 4. Modification. Neither this Joinder Agreement nor any
provision hereof may be modified, changed, discharged or terminated except by
the written agreement of each of the parties hereto.

          Section 5. Severability. In the event that any one or more of the
provisions contained in this Joinder Agreement shall, for any reason, be held to
be valid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Joinder
Agreement.

          Section 6. Injunctive Relief. The parties hereto acknowledge and agree
that a remedy at law for any breach or threatened breach of the provisions of
this Joinder Agreement would be inadequate and, therefore, agree that each party
hereto shall be entitled to injunctive relief in addition to any other available
rights and remedies in case of any such breach or threatened breach; provided,
however, that nothing contained herein shall be construed as prohibiting any
party hereto from pursuing any other rights and remedies available for any such
breach or threatened breach.

                                       15
<PAGE>

          Section 7. Counterparts. This Joinder Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which taken together shall constitute one and the same instrument.

          Section 8. Entire Agreement. This Joinder Agreement, the Standstill
Agreement and the Registration Rights Agreement supersede all previous
agreements among the parties hereto with respect to the subject matter hereof.

          Section 9. Notices. Any notice, demand or request required or
permitted to be given under the provisions of this Joinder Agreement (i) shall
be in writing; (ii) shall be delivered personally, including by means of
telecopy (confirmed by a subsequent delivery by courier or mail) or courier, or
mailed by registered or certified mail, postage prepaid and return receipt
requested; (iii) shall be deemed given on the date of personal delivery or on
the date that is five days after the date set forth on the return receipt; and
(iv) shall be delivered or mailed as follows or to such other address as any
party may from time to time direct:

          if to the Company to:

                  GAMCO Investors, Inc.
                  One Corporate Center
                  Rye, New York 10580
                  Attention:  James E. McKee

          with a copy, which shall not constitute notice, to:

                  Richard T. Prins
                  Skadden, Arps, Slate, Meagher & Flom L.L.P.
                  4 Times Square
                  New York, New York 10036

          and if to Shareholder as follows:

                  [name]
                  [address]

or at such other address provided by such party in a notice pursuant to the
provisions of this Section 9.


                                       16
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Joinder
Agreement as of the day and year first above written.

                                       GAMCO Investors, Inc.



                                       By:
                                           -------------------------------------
                                            Name:
                                            Title:



                                        ----------------------------------------
                                        [Shareholder]
                                        [Shareholder's Address]



                                       17