FIRST EAGLE SOGEN FUNDS, INC.

              AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION SERVICE
                               PLAN AND AGREEMENT

                           CLASS A AND CLASS C SHARES


                  AMENDED AND RESTATED Rule 12b-1 DISTRIBUTION PLAN AND
AGREEMENT dated August 13, 2001 (the "Plan") between First Eagle SoGen Funds,
Inc., a Maryland corporation (the "Company"), and Arnhold and S. Bleichroeder,
Inc., a New York corporation ("ASB").

                  The Company is an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Company currently offers shares of four separate portfolios:
First Eagle SoGen Global Fund, ("Global Fund"), First Eagle SoGen Overseas Fund,
("Overseas Fund"), First Eagle SoGen Gold Fund ("Gold Fund") and First Eagle
U.S. Value Fund ("Value Fund" and collectively, the "Fund(s)"). ASB acts as the
principal underwriter of the Company pursuant to an Underwriting Agreement dated
as of February 18, 2000.

                  As permitted by Rule 12b-1 (the "Rule") under the 1940 Act,
the Company adopted a Distribution and Service Plan and Agreement for Class A
shares, as defined below (the "Class A Plan") dated as of February 18, 2000
pursuant to which Global Fund, Overseas Fund and Gold Fund may make certain
payments to ASB for expenses incurred in connection with the distribution and
service of the Class A shares of the Global Fund and the Overseas Fund and
shares of the Gold Fund (with Class A shares of Value Fund, the "Class A"
shares). The Company also adopted a Distribution and Service Plan and Agreement
for Class C shares, (the "Class C Plan") dated as of February 18, 2000 pursuant
to which the Global Fund and the Overseas Fund may make certain payments to ASB
for expenses incurred in connection with the distribution and service of the
Class C shares of the Global Fund and the Overseas Fund (with Class C shares of
Value Fund, the "Class C shares"). The Company's Board of Directors determined
that there was a reasonable likelihood that both Class A Plan and Class C Plan
would benefit each of Global Fund, Overseas Fund and Gold Fund and their
shareholders. The Company's Board of directors has made a similar determination
with respect to Value Fund and its shareholders.

                  The Company subsequently adopted on February 18, 2001 one
distribution and service plan and agreement in connection with both Class A and
Class C shares which integrated and restated Class A Plan and Class C Plan. The
Company now desires to extend the coverage of the integrated Plan to the Class A
and Class C shares of Value Fund.

                  Accordingly, the Company hereby adopts this Plan, and the
parties hereto enter into this Plan, on the following terms and conditions:

                  1. Each of the Funds shall pay ASB a distribution-related fee
         as well as service fees, if any, on the first business day of each
         month based upon the average daily value of such Fund's net assets
         attributable to such Fund's Class A and Class C shares,

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         respectively (as determined on each business day at the time set forth
         in such Fund's currently effective prospectus for determining net asset
         value per share) during the preceding month and shall be calculated at
         an annual rate of 0.25% in the case of Class A shares and at a combined
         annual rate of 1.00% in the case of Class C shares. For purposes of
         calculating each such monthly fees, the value of a Fund's net assets
         attributable to Class A and Class C shares, respectively, shall be
         computed in the manner specified in that Fund's currently effective
         Prospectus and Statement of Additional Information for the computation
         of the value of such Fund's net assets in connection with the
         determination of the net asset value of shares of the Fund. For
         purposes of this Plan, a "business day" is any day the New York Stock
         Exchange is open for trading.

                  2. ASB shall be obligated to use all amounts received from
         each Fund under this Plan for (i) payments to broker-dealers and other
         financial intermediaries for their assistance in the distribution of
         the Fund's Class A and Class C shares and (ii) otherwise promoting the
         sale of the Fund's Class A and Class C shares and servicing the Fund's
         Class A and Class C shareholders, such as by paying the printing and
         distribution of prospectuses sent to prospective investors, the
         preparation, printing and distribution of sales literature, the
         expenses associated with media advertisements and telephone
         correspondence, and the expenses relating to servicing efforts,
         including answering questions of shareholders. No broker-dealer shall
         receive payments under the Plan which, on an annualized basis, exceed,
         in the case of Class A shares, 0.25% of net asset value of Fund Class A
         accounts originated by the broker-dealer and, in the case of Class C
         shares, in aggregate 1.00% of net asset value of Fund Class C accounts
         originated by the broker-dealer. All other agreements relating to the
         implementation of this Plan (the "related agreements") shall be in
         writing, and such agreements shall be subject to termination, without
         penalty, on not more than sixty days' written notice to any other party
         to the agreement, in accordance with the provisions of clauses (a) and
         (b) of paragraph 6 hereof.

                  3. This Plan, together with any related agreements, has been
         approved by a vote of the Board of Directors of the Company and of the
         directors who are not interested persons of the Company and have no
         direct or indirect financial interest in the operation of the Plan or
         in any agreements related to the Plan, cast in person at a meeting
         called for the purpose of voting on such plan or agreements.

                  4. This Plan and any related agreements shall continue in
         effect with respect to a Fund for a period of more than one year from
         the date of their adoption or execution only so long as such
         continuance is approved at least annually by a majority of the Board of
         Directors of the Company, including a majority of Independent
         Directors, pursuant to a vote cast in person at a meeting called for
         the purpose of voting on the continuance of this Plan and any related
         agreements.

                  5. This Plan may be amended at time with respect to a Fund
         with the approval of a majority of the Board of Directors of the
         Company, provided that (a) any material of this Plan must be approved
         by the Company's Board of Directors in accordance with procedures set
         forth in paragraph 4 hereof, and (b) any amendment to increase
         materially the amount to be expended by a Fund pursuant to this Plan
         must also

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         be approved by the vote of the holders of a majority of the outstanding
         voting securities of each affected class of shares of that Fund (as
         defined in the 1940 Act).


                  6. This Plan may be terminated with respect to a class or a
         Fund at any time, without the payment of any penalty, by (a) the vote
         of a majority of the Board of Directors of the Company, (b) the vote of
         a majority of the Independent Directors or (c) the vote of the holders
         of a majority of the outstanding voting securities of each affected
         class of shares of that Fund (as defined in the 1940 Act).

                  7. While this Plan is in effect, the selection and nomination
         of the Independent Directors shall be committed to the discretion of
         the Independent Directors then in office.

                  8. To the extent that this Plan constitutes a plan of
         distribution adopted pursuant to the Rule, it shall remain in effect as
         such so as to authorize the use of the Fund's assets in the amounts and
         for the purposes set forth herein, notwithstanding the occurrence of
         the Plan's assignment (as defined in the 1940 Act). To the extent this
         Plan concurrently constitutes an agreement relating to the
         implementation of the plan of distribution, it shall terminate
         automatically in the event of its assignment, and a Fund may continue
         to make payments pursuant to this Plan only (a) upon the approval of
         the Board of Directors of the Company in accordance with the procedures
         set forth in paragraph 4 hereof, and (b) if the obligations of ASB
         under this Plan are to be performed by any organization other than ASB,
         upon such organization's adoption and assumption in writing of all
         provisions of this plan as a party hereto.

                  9. ASB shall give the Company the benefit of ASB's best
         judgment and efforts in rendering services under this Plan. As an
         inducement to ASB's undertaking to render these services, the Company
         agrees that ASB shall not be liable under this Plan for any mistakes in
         judgment or in any other event whatsoever except for lack of good
         faith, provided that nothing in this Plan shall be deemed to protect or
         purport to protect ASB against any liability to the Company or its
         stockholders to which ASB would otherwise be subject by reason of
         willful misfeasance, bad faith or gross negligence in the performance
         of ASB's duties under this Plan or by reason of ASB's reckless
         disregard of its obligations and duties hereunder.

                  10. ASB may also make payments out of its own funds for costs
         and expenses associated with the distribution and sale of a Fund's
         Class A and Class C shares, including payments to the persons and for
         the purposes set forth in paragraph 2 hereof.

                  11. ASB shall prepare and furnish to the Company's Board of
         Directors, and the Company's Board of Directors shall review at least
         quarterly, a written report setting forth all amounts expended pursuant
         to this Plan and any related agreements and the purposes for which such
         expenditures were made.

                  12. The Company shall preserve copies of this Plan, any
         related agreements and any reports made pursuant to this Plan for a
         period of not less than six years from the

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         date of this Plan or any such related agreement or report. For the
         first two years, copies of such documents shall be preserved in an
         easily accessible place.

                  13. The provisions of this Plan are severable for each class
         of shares and each Fund and if provisions of the Plan applicable to a
         particular class or Fund are terminated, the remainder of the Plan
         provisions applicable to the other remaining classes or Funds shall not
         be invalidated thereby and shall be given full force and effect.

                  IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and on its behalf by its duly authorized
representative as of the date first above written.


                                  FIRST EAGLE SOGEN FUNDS, INC.



                                  By _____________________________
                                           Title: Secretary

                                  ARNHOLD AND S. BLEICHROEDER,
                                  INC.



                                  By ______________________________
                                           Title:  Co-President

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