CHANGE-IN-CONTROL AGREEMENT



     THIS AGREEMENT (this "Agreement"), dated as of March 1, 2003, is between

John M. Kehoe, Jr., an individual ("Employee"), and The General Chemical Group

Inc., a Delaware corporation (the "Company" or "GCG").



                                 R E C I T A L S



     WHEREAS, the Company and its subsidiaries are in the business of

manufacturing, selling and distributing sodium carbonate (soda ash) and ice and

dust control products, including without limitation, calcium chloride in North

America (the "Business");



     WHEREAS, the Company may in the future contemplate the sale or merger of

the Company, its key operating subsidiaries or the Business, and will require

Employee's assistance in the diligence process, the marketing and sale and the

closing of the transaction;



     WHEREAS, as a result of the foregoing and because of his/her value to the

Company, the Company wishes to induce Employee, as a key employee of one of the

Company's subsidiaries, to continue its employment with the Company; and



     WHEREAS, in consideration for such assistance the Company is willing to

provide to Employee the benefits described in this Agreement.



     NOW, THEREFORE, in consideration of the foregoing recitals and the

covenants contained herein, Employee and the Company hereby agree as follows:



     1.   Definitions.



          (a)  A "Change-in-Control" shall be deemed to have taken place if, as

               a result: (i) The Existing Shareholders cease to be the

               "beneficial owners" (as defined in Rules 13d-3 and 13d-5 under

               the Exchange Act, except that a person shall be deemed to have

               "beneficial ownership" of all shares that any such person has the

               right to acquire, whether such right is exercisable immediately

               or only after the passage of time), directly or indirectly, of at

               least 50% in the aggregate of the total voting power of stock of

               the Company (including specifically General Chemical Industrial

               Products), whether as a result of issuance of securities of the

               Company, (including specifically General Chemical Industrial

               Products), any merger, consolidation, liquidation or dissolution

               of the Company (including specifically General Chemical

               Industrial Products), any direct or indirect transfer of

               securities by parent corporation or otherwise (for purposes of

               this clause (i) and clause (ii) below, the Existing Shareholders

               shall be deemed to beneficially own any voting stock of a

               corporation (the "Specified Corporation") held by any other

               corporation (the "Parent





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               Corporation") so long as the Existing Shareholders beneficially

               own (as so defined), directly or indirectly, at least 50% in the

               aggregate, of the voting power of the voting stock of the Parent

               Corporation); (ii) Any "person" (as such term is used in Section

               13 (d) and 14 (d) of the Exchange Act), other than one or more of

               the Existing Shareholders, is or becomes the beneficial owner (as

               defined in clause (i) above), directly or indirectly, of more

               than thirty-five percent (35%) of the total voting power of the

               stock of the Company (including specifically General Chemical

               Industrial Products); provided, however, that the Existing

               Shareholders "beneficially own" (as so defined), directly or

               indirectly, in the aggregate a lesser percentage of the total

               voting power of stock of the Company (including specifically

               General Chemical Industrial Products) than such other person and

               do not have the right or ability by voting power, contract or

               otherwise to elect or designate for election a majority of the

               Board of Directors of the Company (including specifically General

               Chemical Industrial Products) (for the purposes of this clause

               (ii), such other person shall be deemed to beneficially own any

               voting stock of a Specified Corporation held by a Parent

               Corporation, if such other person "beneficially owns" (as so

               defined), directly or indirectly, more than 35% of the voting

               power of the voting stock of such Parent Corporation and the

               Existing Shareholders "beneficially own" (as so defined),

               directly or indirectly, in the aggregate a lesser percentage of

               the voting power of the voting stock of such Parent Corporation

               and do not have the right or ability by voting power, contract or

               otherwise to elect or designate for election a majority of the

               Board of Directors of such Parent Corporation); (iii) Any period

               of two (2) consecutive years transpires and individuals who at

               the beginning of such period constituted the Board of Directors

               of the Company (including specifically General Chemical

               Industrial Products) (together with any new directors whose

               election by such Board of Directors or whose nomination for

               election by the shareholders of the Company (including

               specifically General Chemical Industrial Products) was approved

               by a vote of 66-2/3% of the directors of the Company (including

               specifically General Chemical Industrial Products) then still in

               office who were either directors at the beginning of such period

               or whose election or nomination for election was previously so

               approved) cease for any reason to constitute a majority of the

               Board of Directors of the Company (including specifically General

               Chemical Industrial Products) then in office; or (iv) assets are

               sold to other than an Existing Shareholder, or a company

               controlled by an Existing Shareholder and the value of which

               totals more than 50% of the then asset value of General Chemical

               Industrial Products.



          (b)  "Cause" means (i) any act or acts by Employee resulting or

               intended to result directly or indirectly in material gain or

               personal enrichment of Employee at the expense of the Company;

               (ii) Employee's indictment for

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