SUBSCRIPTION AGENT AGREEMENT







                                               Date: March , 2001







Mellon Bank, N.A.

c/o Mellon Investor Services LLC

85 Challenger Rd.

Ridgefield Park, NJ  07660



Attn:    Reorganization Department



Gentlemen:



         This Subscription Agent Agreement (this "Agreement") will define the

services that Mellon Bank, N.A. ("Mellon"), as Subscription Agent (it also being

understood that certain services to be provided hereunder shall be performed by

its affiliate, Mellon Investor Services LLC as Transfer Agent, that Mellon shall

cause such affiliate to perform such services in accordance with this Agreement

and that Mellon shall be responsible for all acts and omissions of such

affiliate) , will provide to The General Chemical Group Inc., a Delaware

corporation (the "Company"), and the compensation that the Company will pay

Mellon in exchange for such services, in connection with the offering of

securities described below. The Company is making an offer to issue (the

"Subscription Offer") to the holders of record of its outstanding shares of

Common Stock par value $0.01 per share (the "Common Stock"), at the close of

business on _______ (the "Record Date"), the right to subscribe for and purchase

(each a "Right") shares of Common Stock (the "Additional Common Stock") at a

purchase price of ______ per share of Additional Common Stock (the "Subscription

Price"), payable by wire transfer or cashier's, personal or certified check,

upon the terms and conditions set forth herein. The term "Subscribed" shall mean

submitted for purchase from the Company by a stockholder in accordance with the

terms of the Subscription Offer, and the term "Subscription" shall mean any such

submission. The Subscription Offer will expire at 5:00 p. m., New York City

Time, on ____________ (the "Expiration Time"), unless the Company shall have

extended the period of time for which the Subscription Offer is open, in which

event the term "Expiration Time" shall mean the latest time and date at which

the Subscription Offer, as so extended by the Company from time to time, shall

expire.



         The Company filed a Registration Statement on Form S-3 with respect to

the Rights and the Additional Common Stock with the Securities and Exchange

Commission under the Securities Act of 1933, as amended, on ____________ . The

terms of the Additional Common Stock are more fully described in the Prospectus

forming part of the Registration Statement and the accompanying Letter of

Instruction. Copies of the Prospectus, the Letter of Instruction and the Notice

of Guaranteed Delivery are annexed hereto as Exhibit 1, Exhibit 2 and Exhibit 3,

respectively. All terms used and not defined herein shall have the same meaning

as in the Prospectus. The term "Record Stockholder List" shall mean the list of

holders of Common Stock as of the Record Date.



         The Rights are evidenced by subscription warrants (the "Warrants"), a

copy of the form of which is annexed hereto as Exhibit 4. The Warrants entitle

the holders to subscribe, upon payment of the Subscription Price, for shares of

Additional Common Stock at the rate of share(s) for each Right evidenced by a

Warrant (the "Basic Subscription Privilege"). In addition,









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in the event that less than all of the holders fully exercise their Basic

Subscription Privilege, the Warrants entitle holders who fully exercise their

Basic Subscription Privilege to purchase a portion of the remaining Additional

Shares of Common Stock in accordance with the terms of the Subscription Offer

and the Prospectus (the "Oversubscription Privilege"). No fractional shares will

be issued;. in the event that a fractional right would be calculated for a

holder as a result of the ratio described above, the number of Rights to be

granted to such holder will be rounded up to the nearest full Right. After

initially allocating shares of Additional Common Stock to the holders pursuant

to their exercise of their Basic Subscription Privileges, Mellon shall allocate

any remaining shares of Additional Common Stock to those holders who (i)

exercised their Basic Subscription Privileges in full and (ii) subscribed for

shares of Additional Common Stock pursuant to their Oversubscription Privileges.

Reference is made to the Prospectus for a complete description of the Basic

Subscription Privilege and the Oversubscription Privilege. Rights (and the

Warrants evidencing them) may be transferred only in the limited circumstances

described herein and in the Prospectus.



         The Company hereby appoints Mellon as Subscription Agent (the

"Subscription Agent") for the Subscription Offer and agrees with Mellon as

follows:



         1) The Subscription Agent, is authorized and directed to:



         (A) Issue the Warrants in accordance with this Agreement in the names

of the holders of the Common Stock of record on the Record Date, keep such

records as are necessary for the purpose of recording such issuance, and furnish

a copy of such records to the Company from time to time at the request of the

Company. The Warrants may be signed on behalf of the Subscription Agent by the

manual or facsimile signature of a Vice President or Assistant Vice President of

the Subscription Agent, or by the manual signature of any of its other

authorized officers.



         (B) Promptly after the Record Date:



         (a) mail or cause to be mailed, by first class mail, to each holder of

         Common Stock of record on the Record Date whose address of record is

         within the United States and Canada, (i) a Warrant evidencing the

         Rights to which such stockholder is entitled under the Subscription

         Offer, (ii) a copy of the Prospectus, (iii) a Letter of Instruction,

         (iv) a Notice of Guaranteed Delivery and (v) a return envelope

         addressed to the Subscription Agent; and



         (b) mail or cause to be mailed, by air mail, to each holder of Common

         Stock of record on the Record Date whose address of record is outside

         the United States and Canada, or is an A.P.O. or F.P.O. address (i) a

         copy of the Prospectus, (ii) a Notice of Guaranteed Delivery and (iii)

         a Letter of Instruction (different from the Letter of Instruction sent

         to stockholders whose address of record is within the United States and

         Canada). The Subscription Agent shall refrain from mailing Warrants

         issuable to any holder of Common Stock of record on the Record Date

         whose address of record is outside the United States and Canada, or is

         an A.P.O. or F.P.O. address, and hold such Warrants for the account of

         such stockholder subject to such stockholder making satisfactory

         arrangements with the Subscription Agent for the exercise or other

         disposition of the Rights evidenced thereby, and follow the

         instructions of such stockholder for the exercise, sale or other

         disposition of such Rights if such instructions are received at or

         before 11:00 a.m., New York City Time, on the third business day

         preceding the Expiration Date.



         (C) Mail or deliver a copy of the Prospectus (i) to each assignee or

transferee of Warrants upon the receipt by the Subscription Agent of appropriate

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