SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
</Table>

THE GENERAL CHEMICAL GROUP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------

(5) Total fee paid:

----------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

----------------------------------------------------------------------

(3) Filing Party:

----------------------------------------------------------------------

(4) Date Filed:

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THE GENERAL CHEMICAL GROUP INC.
Liberty Lane
Hampton, New Hampshire 03842

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2002

------------------------

To Stockholders of The General Chemical Group Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
General Chemical Group Inc. (the "Company") will be held at the Mellon Bank
Building, 8 West Loockerman Street, Dover, Delaware on Wednesday, May 8, 2002 at
9:30 a.m., local time, for the following purposes:

1. To elect six Directors of the Company, each for a one-year term;

2. To ratify the appointment of Deloitte & Touche LLP as the
independent auditors of the Company for the current fiscal year;
and

3. To transact such other business as may properly come before the
meeting or any adjournments thereof.

Holders of record of the Company's Common Stock and Class B Common Stock at
the close of business on March 22, 2002 are entitled to notice of and to vote at
the meeting or any adjournment thereof.

By Order of the Board of Directors

/s/ Todd M. DuChene

TODD M. DUCHENE
Secretary

Hampton, New Hampshire
April 12, 2002

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE
ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY
RETURNED YOUR PROXY CARD.

THE GENERAL CHEMICAL GROUP INC.

------------------------

ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT
------------------------
April 12, 2002

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The General Chemical Group Inc., a Delaware
corporation ("General Chemical Group" or the "Company"), for use at the
Company's Annual Meeting of Stockholders (the "Annual Meeting") to be held at
the Mellon Bank Building, 8 West Loockerman Street, Dover, Delaware, May 8, 2002
at 9:30 a.m., local time, and any adjournment thereof. This proxy statement and
the related proxy card, together with the Company's Annual Report to
Stockholders for the year ended December 31, 2001, were first mailed by the
Company on or about April 12, 2002 to stockholders of record as of March 22,
2002.

All proxies in the enclosed form that are properly executed and returned to
the Company will be voted at the Annual Meeting or any adjournment thereof in
accordance with the specifications thereon, or, if no specification is made,
will be voted FOR approval of the proposal and FOR election of each of the
nominees for director set forth in the Notice of Annual Meeting of Stockholders.
A previously returned proxy may be revoked by any stockholder who attends the
Annual Meeting and gives oral notice of his or her intention to vote in person,
without compliance with any other formalities. In addition, any proxy given
pursuant to this solicitation may be revoked prior to the Annual Meeting by
delivering a written revocation or a duly executed proxy bearing a later date to
the Secretary of the Company at Liberty Lane, Hampton, New Hampshire 03842.

A proxy may confer discretionary authority to vote with respect to any
matter presented at the Annual Meeting, except as set forth in the proxy and
except for matters proposed by a stockholder who notifies the Company not later
than the close of business on the tenth day following the day on which such
stockholder's Notice of Annual Meeting of Stockholders was mailed by the
Company. At the date hereof, management has no knowledge of any business that
will be presented for consideration at the Annual Meeting and which would be
required to be set forth in this proxy statement or the related proxy card other
than the matters set forth in the Notice of Annual Meeting of Stockholders. If
any other matter is properly presented at the Annual Meeting for consideration,
it is intended that the persons named in the enclosed form of proxy and acting
thereunder will vote in accordance with their best judgment on such matter.

The expense of preparing, printing and mailing this proxy statement and the
proxies solicited hereby will be borne by the Company. In addition to the use of
the mails, proxies may be solicited by officers and directors and regular
employees of the Company, without additional remuneration, by personal
interview, telephone, telegraph or otherwise. The Company will also request
brokerage firms, nominees, custodians and fiduciaries to forward proxy materials
to the beneficial owners of shares held of record on March 22, 2002 and will
provide reimbursement for the cost of forwarding the material in accordance with
customary charges.

RECORD DATE, VOTING RIGHTS AND OUTSTANDING SHARES

Holders of record of shares of Common Stock and Class B Common Stock of the
Company at the close of business on March 22, 2002, are entitled to notice of
and to vote at the Annual Meeting. Holders of Common Stock and Class B Common
Stock vote together as a single class. Holders of Common Stock are entitled to
one vote per share and holders of Class B Common Stock are entitled to ten votes
per share, both with respect to matters properly presented at the Annual
Meeting. A stockholder list will be available for examination by

stockholders at the Annual Meeting and at the office of the Company at Liberty
Lane, Hampton, New Hampshire 03842, during ordinary business hours during the
ten-day period prior to the Annual Meeting for any purpose germane to the
meeting.

On March 22, 2002, there were 3,174,332 shares of Common Stock and 700,639
shares of Class B Common Stock issued and outstanding and entitled to vote at
the Annual Meeting. The holders of a majority of the shares entitled to vote,
present in person or represented by proxy at the Annual Meeting, will constitute
a quorum for the transaction of business at the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 22, 2002 certain information
concerning each person believed to be a beneficial owner of more than 5% of
Common Stock and Class B Common Stock and beneficial ownership by each nominee,
director, named executive officer and all directors and officers as a group.

<Table>
<Caption>
SHARES OF PERCENT OF
CLASS B CLASS B
SHARES OF PERCENT OF COMMON COMMON
NAME OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK(1) STOCK(2) STOCK
- ------------------------ ------------ --------------- --------- ----------

Paul M. Montrone....................... 2,015,075(3)(4) 52.0 700,639(4) 100.0
Paul M. Meister........................ 244,082(3)(5) 6.3 82,914(5) 11.8
1996 GRAT.............................. 206,812(4) 5.3 82,914(4) 11.8
Gabelli Asset Management Inc........... 358,726(6)(7) 9.3 -- --
Rubicon Value Ventures, L.P............ 164,190(8)(9) 4.2
DeLyle W. Bloomquist................... 11,373(3)(10) * -- --
Philip E. Beekman...................... 18,235(3)(11)(12) * -- --
Gerald J. Lewis........................ 8,500(3)(11)(12) * -- --
Joseph M. Volpe........................ 6,500(3)(11)(13) * -- --
John M. Kehoe, Jr...................... 13,017(3)(14) * -- --
David S. Graziosi...................... 1,400(3)(15) * -- --
All Directors and executive officers
As a group (8 persons)............... 2,111,370(16) 53.6% 700,639 100
</Table>

- ---------------

* Less than 1%

(1) The percentage ownership of Common Stock has been calculated assuming the
conversion of all outstanding shares of Class B Common Stock. Percentage
figures are based on 3,874,971 shares.

(2) Holders of Class B Common Stock may convert each share of Class B Common
Stock at any time and from time to time into one fully-paid and
nonassessable share of Common Stock.

(3) The address for all directors and executive officers is c/o The General
Chemical Group Inc., Liberty Lane, Hampton, NH 03842.

(4) Includes 238,409 shares of Common Stock and 338,642 shares of Class B
Common Stock held directly by Mr. Montrone; 5,310 shares of Common Stock
held directly by Sandra G. Montrone, the wife of Mr. Montrone; 531 shares
of Common Stock held by a family trust; 123,898 shares of Common Stock and
82,914 shares of Class B Common Stock held by a grantor retained annuity
trust formed in 1996 (the "1996 GRAT"); 121,230 shares of Common Stock and
22,936 shares of Class B Common Stock and held by a grantor retained
annuity trust formed in March 1999 (the "1999 GRAT"); 100,000 shares of
Common Stock held by Sewall Associates Family, L.P., a limited partnership
under which Mr. and Mrs. Montrone are general partners and Mr. Montrone and
a grantor-retained annuity trust formed in January 2000 (the "2000 GRAT")
are the limited partners; and 725,058 shares of Common Stock and 256,147
shares of Class B Common Stock held by PMM GCG Investment LLC of which
Bayberry Trust is the sole member (Mrs. Montrone is the trustee of Bayberry
Trust). Mrs. Montrone and Paul M. Meister are the co-trustees of the

1996 GRAT. By virtue of her position as trustee, Mrs. Montrone may be
deemed the beneficial owner of all shares held by the 1996 GRAT. Mr. and
Mrs. Montrone are co-trustees of the 1999 GRAT, and by virtue of their
position as co-trustees, each of Mr. and Mrs. Montrone may be deemed the
beneficial owners of all shares held by the 1999 GRAT. The address for Mr.
and Mrs. Montrone and each of the GRATs is c/o The General Chemical Group
Inc., Liberty Lane, Hampton, NH 03842.

Does not include 10,000 shares of Common Stock held by a charitable
foundation, of which Mr. Montrone is a director and Mrs. Montrone is a
director and officer. By virtue of their positions with the charitable
foundation, Mr. and Mrs. Montrone may be deemed to be beneficial owners of
the shares of Common Stock held by the charitable foundation. Mr. and Ms.
Montrone disclaim any beneficial ownership of the 10,000 shares of Common
Stock held by the charitable foundation.

The shares of Common Stock and Class B Common Stock beneficially owned by
Mr. Montrone represent 81.73% of the combined voting power of the
outstanding shares of the voting stock.

Pursuant to a registration rights agreement with General Chemical Group,
Mr. Montrone and his family trusts may request, at any time prior to April
2004, the registration of their shares of Common Stock (including shares of
Common Stock received upon the conversion of any Class B Common Stock) for
sale under the Securities Act of 1933. The Company is required to accept up
to three such requests for registration and, in addition, to include the
shares of Mr. Montrone and his family trusts in a proposed registration of
shares of Common Stock under the Securities Act in connection with the sale
of shares of Common Stock by the Company or any other stockholder of the
Company. The Company will be responsible for the expenses of any
registration of shares of Mr. Montrone and his family trusts effected under
the registration rights agreement, other than brokerage and underwriting
commissions and taxes relating to the sale of the shares.

(5) Includes 24,000 shares of Common Stock issuable upon the exercise of
options within 60 days of March 22, 2002; 11,770 shares of Common Stock
owned by Mr. Meister directly; an aggregate of 1,500 restricted units
granted pursuant to the Company's Restricted Unit Plan (as defined below).
Also includes 123,898 shares of Common Stock and 82,914 shares of Class B
Common Stock held by the 1996 GRAT. By virtue of his status as co-trustee
of the 1996 GRAT, Mr. Meister may be deemed to beneficially own the shares
held by the 1996 GRAT. Mr. Meister expressly disclaims beneficial ownership
of such shares.

(6) The address of Gabelli Asset Management Inc. ("Gabelli") is One Corporate
Center, Rye, NY 10580-1435.

(7) The information presented is based solely upon Amendment No. 4 to Schedule
13D filing made with the Securities and Exchange Commission ("SEC") by
Gabelli on November 23, 2001. According to the Schedule 13D filing, Gabelli
possesses sole voting power and sole dispositive power over 358,726 shares
of Common Stock. The percentage ownership of Common Stock for Gabelli prior
to the conversion of all outstanding shares of Class B Common Stock into
Common Stock would be 11.3%.

(8) The address of Rubicon Value Ventures, L.P. ("Rubicon Value") is 237 Park
Avenue, Suite 800, New York, NY 10017.

(9) The information presented is based solely on an Amendment No. 1 to Schedule
13G filing made with the SEC by Rubicon and its affiliate Rubicon Partners,
L.P. ("Rubicon Partners" and, together with Rubicon Value, "Rubicon") on
February 6, 2002. According to the Schedule 13G filing, Rubicon possesses
sole voting and sole dispositive power over 164,190 shares of Common Stock.
The percentage ownership of Common Stock for Rubicon prior to the
conversion of all outstanding shares of Class B Common Stock into Common
Stock would be 5.2%.

(10) Includes 6,173 Shares of Common Stock held by Mr. Bloomquist directly, and
5,200 shares of Common Stock issuable upon the exercise of options within
60 days of March 22, 2002.

(11) Includes 500 restricted units granted pursuant to the Company's Restricted
Unit Plan for Non-Employee Directors. Pursuant to this plan, twenty-five %
of the restricted units and related Dividend Equivalents (as defined in the
plan) vest for each year of service as a non-employee director. Except as
otherwise provided in the plan, vested restricted units are payable when
the grantee ceases to be a director of the Company.

(12) Includes options to purchase 8,000 shares of Common Stock.

(13) Includes options to purchase 6,000 shares of Common Stock.
3

(14) Includes 12,000 shares of Common Stock issuable upon the exercise of
options within 60 days of March 22, 2002 and 1,017 shares held directly by
Mr. Kehoe.

(15) Includes 500 shares of Common Stock held by Mr. Graziosi directly and 900
shares of Common Stock issuable upon the exercise of options within 60 days
of March 22, 2002.

(16) Includes 1,343,631 shares of Common Stock, 700,639 shares of Class B Stock,
1,500 restricted units granted pursuant to the Company's Restricted Unit
Plan which have become vested, 1,500 restricted units granted pursuant to
the Company's Restricted Unit Plan for Non-Employee Directors, which vest
according to the schedule described in footnote 11 above, and 64,100 shares
of Common Stock issuable upon the exercise of options within 60 days of
March 22, 2002.

ELECTION OF DIRECTORS

The Board of Directors of The General Chemical Group Inc. (the "Board")
consists of Paul M. Montrone (Chairman), Paul M. Meister (Vice Chairman), Philip
E. Beekman, John M. Kehoe, Jr., Gerald J. Lewis and Joseph M. Volpe. Mr.
Montrone has been a director of the Company since 1988. Messrs. Meister, Beekman
and Lewis have been directors of the Company since 1996 and Messrs. Kehoe and
Volpe have been directors of the Company since April 1999.

Upon recommendation of the Nominating Committee (as defined below), the
Board has nominated for election as directors at the Annual Meeting Messrs. Paul
M. Montrone, Paul M. Meister, Philip E. Beekman, John M. Kehoe, Jr., Gerald J.
Lewis and Joseph M. Volpe, each of whom is currently a director whose term
expires at the Annual Meeting. If elected, the nominees will serve for a
one-year term expiring in 2003. Management does not contemplate that the
nominees will be unable to serve, but in that event, proxies solicited hereby
will be voted for the election of such other person as may be recommended by the
Board in place of such nominee.

The affirmative vote of a plurality of the votes cast is required to elect
the directors. Abstentions from voting on this proposal (and broker non-votes)
will have no effect on the outcome of the vote. Mr. Montrone and the Montrone
family trusts and entities, as described in note 4 to the table under "Security
Ownership of Certain Beneficial Owners and Management," have indicated that they
intend to vote for the nominees for election as directors. It is expected,
therefore, that the nominees for director will be elected regardless of the vote
by other stockholders.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES AS DIRECTORS.

Information about the nominees for election as directors, including
biographical and employment information, is set forth below.

NOMINEES FOR ELECTION AS DIRECTORS (ALL FOR A TERM EXPIRING IN 2003)

Paul M. Montrone, 60, Chairman of the Board, has been a Director of the
Company since 1988 and was President of the Company from 1987 to 1994. Mr.
Montrone has been Chairman of the Board and Chief Executive Officer of Fisher
Scientific International Inc. ("Fisher") (healthcare laboratory products) since
March 1998, Chief Executive Officer and a director of Fisher from prior to 1997
to March 1998, and President from prior to 1997 until 1998. Mr. Montrone is also
a director of GenTek Inc. (Chairman).

Paul M. Meister, 49, has been Vice Chairman of the Board since 1998 and has
been a director of the Company since 1996. Mr. Meister has been Vice Chairman of
the Board of Fisher since March 2001 and was Vice Chairman of the Board,
Executive Vice President and Chief Financial Officer of Fisher from March 1998
to February 2001. From prior to 1997 to March 1998, Mr. Meister was Senior Vice
President and Chief Financial Officer of Fisher. Mr. Meister is also a director
of Mineral Technologies Inc., M&F Worldwide Corp. and GenTek Inc. (Vice
Chairman).

Philip E. Beekman, 70, has been a director of the Company since 1996. Mr.
Beekman has been President of Owl Hollow Enterprises (consulting and investment)
since prior to 1997. Mr. Beekman is also a director of Linens 'n Things Inc.,
Kendle International Inc. and Sunbeam Corporation.
4

John M. Kehoe, Jr., 68, has been a director, President and Chief Executive
Officer of the Company since April 1999. Mr. Kehoe served as President and Chief
Executive Officer of Wheelabrator Technologies Inc. (energy and environmental
services) since prior to 1997 to 1999.

Gerald J. Lewis, 68, has been a director of the Company since 1996. Judge
Lewis has been Chairman of Lawsuit Resolution Services since 1997, and was of
counsel to the law firm of Latham & Watkins from prior to 1996 to 1997. Judge
Lewis is also a director of Invesco Mutual Funds.

Joseph M. Volpe, 61, has been a director of the Company since April 1999.
Mr. Volpe has been General Manager of The Metropolitan Opera since prior to
1997.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of the Company's
equity securities (collectively, "Section 16 reporting persons"), to file with
the SEC and the New York Stock Exchange initial reports of beneficial ownership
and reports of changes in beneficial ownership of such equity securities of the
Company. Section 16 reporting persons are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and on written representations that no other
reports were required, during the fiscal year ended December 31, 2001, the
Section 16 reporting persons complied with all Section 16(a) filing requirements
applicable to them.

BOARD OF DIRECTORS AND COMMITTEE MEETINGS

The Board met four times during 2001. Each of the members of the Board
attended all of the meetings of the Board and all the meetings of the Board
Committees on which he served. The Board has three standing committees: the
Audit Committee, the Compensation Committee and the Nominating Committee. During
2001, the Audit Committee and Compensation Committee met two times and the
Nominating Committee met one time.

Audit Committee. The Audit Committee of the Board consists of Messrs.
Beekman, Lewis and Volpe, with Judge Lewis serving as Chairman. Each member of
the Audit Committee is "independent" within the meaning of the New York Stock
Exchange rules pertaining to such matters and, as a result, no member has any
relationship with the Company that may interfere with the exercise of his
independence from the Company and the Company's management.

On March 8, 2000 the Board adopted a new charter for the Audit Committee
(the "Charter"). The Charter contains the Committee's mandate, membership
requirements, and duties and obligations. The Committee reviewed the Charter in
March 2002 to determine its adequacy and will review the Charter annually and,
if appropriate, recommend revisions to the Board. A copy of the Charter is
attached to this Proxy Statement as Annex I. Under the Charter, the Audit
Committee is responsible, among other tasks, for recommending the firm to be
appointed as independent auditors to audit the Company's financial statements
and to perform services related to the audit; reviewing with management and the
independent auditors the Company's year-end operating results; considering the
adequacy of the internal accounting and control procedures of the Company;
reviewing the non-audit services to be performed by the independent auditors, if
any; and considering the effect of such performance on the auditor's
independence.

Compensation Committee. The Compensation Committee of the Board consists
of Messrs. Beekman, Meister and Volpe, with Mr. Beekman serving as Chairman. It
is responsible for reviewing and recommending compensation arrangements for
directors and officers; approving such arrangements for other senior level
employees; administering certain benefit and compensation plans of the Company
and its subsidiaries; monitoring the activities of an internal committee of
members of management established to carry out policies and guidelines with
respect to such plans; and performing such other tasks related to and in
furtherance of the foregoing as it may consider necessary or appropriate or as
may be assigned to it by the Board from time to time.

Nominating Committee. The Nominating Committee of the Board consists of
all members of the Board, with Mr. Montrone serving as Chairman. It is
responsible for nominating persons for election to the Board. The Nominating
Committee will consider nominees properly recommended by stockholders. The
By-Laws of the Company prescribe an advance notice procedure with regard to the
nomination, other than by or at the direction of the Board or a committee
thereof, of candidates for election as directors (the "Nomination Procedure").

The Nomination Procedure requires that a stockholder give prior written
notice, in proper form, of a planned nomination to the Secretary of the Company.
The requirements as to the form and timing of that notice are specified in the
By-Laws. The Company's By-Laws provide that any stockholder of record wishing to
nominate candidates for election as directors must provide written notice of
such proposal and appropriate supporting documentation, as set forth in the
By-Laws, to the Company at its principal executive office, not less than 75 days
nor more than 120 days prior to the anniversary date of the immediately
preceding annual meeting (the "Anniversary Date"), provided, however, that in
the event the annual meeting is scheduled to be held on a date more than 30 days
before the Anniversary Date or more than 60 days after the Anniversary Date, a
stockholder's notice shall be timely if delivered to, or mailed and received by,
the Company at its principal executive office not later than the close of
business on the later of (a) the 75th day prior to the scheduled date of such
annual meeting or (b) the 15th day following the day on which public
announcement of the date of such annual meeting is first made by the Company. If
the inspectors of election determine that a person was not nominated in
accordance with the Nomination Procedure, such person will not be eligible for
election as a director. Stockholder recommendations may be sent to the
Nominating Committee, c/o Secretary, The General Chemical Group Inc., Liberty
Lane, Hampton, NH 03842.

REPORT OF AUDIT COMMITTEE

During the past year, the Audit Committee has, among other activities, (i)
reviewed and discussed with management the Company's audited annual financial
statements for the fiscal year ended December 31, 2001 and interim quarterly
results, (ii) discussed with Deloitte & Touche LLP, the Company's independent
auditors, the matters required to be discussed by American Institute of
Certified Public Accountants Auditing Standards Board Statements on Auditing
Standards No. 61 ("Communications with Audit Committees"), and (iii) considered
the independence of Deloitte & Touche LLP, by having discussions with
representatives of Deloitte & Touche LLP and receiving a letter from them
including disclosures required by the Independence Standards Board Standard No.
1 ("Independence Discussions with Audit Committees"). On the basis of the above,
the Audit Committee has recommended to the Board that the Company's audited
financial statements for the fiscal year ended December 31, 2001 be included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

The Audit Committee
Of the Board of Directors
Gerald J. Lewis, Chairman
Philip E. Beekman
Joseph M. Volpe

COMPENSATION OF DIRECTORS

The non-employee directors of General Chemical Group are entitled to
receive cash compensation and compensation pursuant to the plans described
below.

Cash Compensation. Non-employee directors of the Company (other than
Messrs. Montrone and Meister) receive compensation of $40,000 per year, with no
additional fees for attendance at Board or committee meetings. Pursuant to the
Deferred Compensation Plan for Non-Employee Directors of The General Chemical
Group Inc., any director entitled to compensation may elect, generally prior to
the commencement of any calendar year, to have all or any portion of the
director's compensation for such calendar year and for succeeding calendar years
credited to a deferred compensation account. Amounts credited to the director's
account will accrue interest based upon the average quoted rate for ten-year
U.S. Treasury Notes. Deferred amounts will be paid in a lump sum or in
installments at the director's discretion commencing on the first business day
of the calendar year following the year in which the director ceases to serve on
the Company's Board or of a later calendar year specified by such director.

Retirement Plan for Non-Employee Directors. Pursuant to the Retirement
Plan for Non-Employee Directors of The General Chemical Group Inc., any
non-employee director who retires from the Board with at least five years of
service as a director (other than Messrs. Montrone and Meister) is eligible for
an annual retirement benefit for the remainder of such director's lifetime. The
annual retirement benefit for a director who retires with five years of service
is equal to 50% of the director fee in effect at the date of the director's
retirement and for directors with more than five years of service the annual
retirement benefit is increased by 10% of the director fee in effect at the date
of such director's retirement for each additional year of service, up to 100% of
such fee for 10 or more years of service as a director or for directors who
retire after age 70 regardless of length of service.

Restricted Unit Plan for Non-Employee Directors. Pursuant to the
Restricted Unit Plan for Non-Employee Directors of The General Chemical Group
Inc., each non-employee director of the Company (other than Messrs. Montrone and
Meister), upon becoming a director of the Company, receives a one-time grant of
5,000 restricted units under the Restricted Unit Plan for Non-Employee Directors
evidencing a right to receive shares of Common Stock, subject to certain
restrictions. The Company will maintain a memorandum account for each director
who received the grant of restricted units and credit to such account the amount
of any cash dividends and shares of stock of any subsidiary distributed on the
shares of Common Stock ("Dividend Equivalents") underlying such director's
restricted units from the date of grant until the payment date described below.
No shares of Common Stock will be issued at the time restricted units are
granted, and the Company will not be required to set aside a fund for any such
grant or for amounts credited to the memorandum account. Pursuant to the terms
of the plan neither the restricted units nor the memorandum account may be sold,
assigned, pledged or otherwise disposed of. Twenty-five percent of the
restricted units and the related Dividend Equivalents will vest for each year of
service as a director of the Company. Vested restricted units and the related
Dividend Equivalents will not be payable until the director ceases to be a
member of the Company's Board. At that time, the director will receive one share
of Common Stock for each vested restricted unit, provided that a director may
elect, prior to the date on which restricted units vest, to have payment
deferred to a later date. Any restricted units and related Dividend Equivalents
that have not vested at the time the director ceases to be a director of the
Company will be cancelled unless service has terminated because of death or
disability, in which event all such restricted units and related Dividend
Equivalents will vest immediately. When payment of restricted units is made,
eligible non-employee directors will also receive cash and securities equal to
the related Dividend Equivalents, together with interest on the cash based upon
the average quoted rate for ten-year U.S. Treasury Notes. In the event of a
stock dividend, stock split, recapitalization, merger, liquidation or similar
event, the Board, in its sole discretion, may make equitable adjustments in
outstanding awards and the number of shares of Common Stock reserved for
issuance under the plan.

COMPENSATION OF EXECUTIVE OFFICERS AND KEY EMPLOYEES

I. SUMMARY COMPENSATION TABLE

The following table summarizes the compensation paid to the President and
Chief Executive Officer and each of the Company's two other executive officers
or key employees (the "Named Executives") for services in all capacities to
General Chemical Group and its subsidiaries during or with respect to 1999, 2000
and 2001. The Company did not have any other executive officers or key
employees.

<Table>
<Caption>
LONG TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
----------------- ------------
SECURITIES
NAME AND PRINCIPAL SALARY BONUS UNDERLYING ALL OTHER
POSITION YEAR ($) ($) OPTIONS(#) COMPENSATION($)(1)
- ------------------ ---- ------- ------- ------------ ------------------

John M. Kehoe, Jr.(2)................ 2001 187,500 150,000 0 0
President and 2000 187,500 125,000 20,000 0
Chief Executive Officer 1999 142,300 187,000 0 0
DeLyle W. Bloomquist................. 2001 240,000 200,000 0 23,000
Vice President and 2000 225,000 125,000 2,000 23,000
Chief Operating Officer 1999 225,000 150,000 1,000 23,000
David S. Graziosi(3)................. 2001 160,000 140,000 0 5,000
Vice President and 2000 120,000 80,000 1,500 4,000
Chief Financial Officer
</Table>

- ---------------

(1) Amounts listed in this column reflect the Company's contributions to the
Company's Savings and Profit Sharing Plan and Supplemental Savings Plan.

(2) Mr. Kehoe joined the Company in April 1999.

(3) Mr. Graziosi joined the Company in March 2000.

II. OPTION GRANTS IN LAST FISCAL YEAR

There were no stock option grants to the Named Executives during 2001.

III. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table includes information for each Named Executive with
regard to the aggregate number of stock options held on December 31, 2001. No
stock options were exercised by the Named Executives in 2001.

<Table>
<Caption>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY
SHARES 12/31/01(#) OPTIONS AT 12/31/01($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
EXERCISE REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ----------- ----------- ------------- ----------- -------------

John M. Kehoe, Jr. .... -- -- 6,000 14,000 0 0
DeLyle W. Bloomquist... -- -- 3,450 3,550 0 0
David S. Graziosi...... -- -- 450 1,050 0 0
</Table>

- ---------------

(1) The exercise price of all options granted to the Named Executives exceeded
the fair market value of the underlying securities on December 31, 2001. The
closing price of General Chemical Group securities on December 31, 2001 was
$3.35 per share.

PENSION PLANS

The General Chemical Industrial Products Inc. Salaried Employee's Pension
Plan (the "Pension Plan") is a defined benefit plan that generally benefits
full-time, salaried employees. A participating employee's annual retirement
benefit is determined by the employee's credited service under the Pension Plan
and average annual

earnings during the five years of the final ten years of service credited under
the Pension Plan for which such employee's earnings were highest. Annual
earnings include principally salary, overtime and short-term incentive
compensation. The Pension Plan provides that a participating employee's right to
receive benefits under the Pension Plan becomes fully vested after five years of
service. Under the Pension Plan, benefits are adjusted by a portion of the
social security benefits received by participants. Under this formula, the
average recognized compensation under the Pension Plan for each of the Named
Executives as of December 31, 2001 was: Mr. Kehoe, $375,000 Mr. Bloomquist,
$369,000 and Mr. Graziosi, $240,000.

In addition, the Named Executives participate in an unfunded nonqualified
excess benefit plan which pays benefits which would otherwise accrue in
accordance with the provisions of the Pension Plan, but which are not payable
under the Pension Plan by reason of certain benefit limitations imposed by the
Internal Revenue Code of 1986, as amended (the "Code").

The table below indicates the estimated maximum annual retirement benefit a
hypothetical participant would be entitled to receive under the Pension Plan and
the excess benefit plan (without regard to benefit limitations imposed by the
Code) before any deduction for social security benefits if the retirement
occurred December 31, 2001, at the age of 65, after the indicated number of
years of credited service and if average annual earnings equaled the amounts
indicated.

<Table>
<Caption>
AVERAGE YEARS OF CREDITED SERVICE(2)
ANNUAL --------------------------------------------------------------------------
EARNINGS(1) 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ----------- -------- -------- -------- -------- -------- -------- --------

$ 200,000 $ 20,000 $ 40,000 $ 60,000 $ 80,000 $100,000 $100,000 $105,000
250,000 25,000 50,000 75,000 100,000 125,000 125,000 131,250
300,000 30,000 60,000 90,000 120,000 150,000 150,000 157,500
400,000 40,000 80,000 120,000 160,000 200,000 200,000 210,000
500,000 50,000 100,000 150,000 200,000 250,000 250,000 262,500
600,000 60,000 120,000 180,000 240,000 300,000 300,000 315,000
700,000 70,000 140,000 210,000 280,000 350,000 350,000 367,500
800,000 80,000 160,000 240,000 320,000 400,000 400,000 420,000
900,000 90,000 180,000 270,000 360,000 450,000 450,000 472,500
1,000,000 100,000 200,000 300,000 400,000 500,000 500,000 525,000
</Table>

- ---------------

(1) Compensation qualifying as annual earnings under the Pension Plan
approximate the amounts set forth as Salary and Bonus in the Summary
Compensation table for the individuals listed on such table.

(2) The number of years of credited service under the Pension Plan for Messrs.
Kehoe, Bloomquist and Graziosi is approximately 3, 12, and 3, respectively.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Company's compensation program is administered by the Compensation
Committee of the Board (the "Committee") which has responsibility for reviewing
all aspects of compensation paid by the Company to its executive officers. The
Committee's primary objectives with respect to executive compensation are to
attract and retain the best possible executive talent, incentivize these
executives to achieve General Chemical Group's business objectives, and
strengthen the link between management and shareholder interests. To achieve
these objectives, the Committee expects to retain those compensation plans that
tie a substantial portion of an executive's overall compensation to General
Chemical Group's performance.

The principal elements of General Chemical Group's executive compensation
program consist of base salaries and incentive variable compensation in the form
of annual bonus, stock options and other long-term compensation awards. The
policies of the Compensation Committee with respect to the base salary and
incentive

compensation awarded to the Company's senior executives, including Mr. Kehoe,
the Company's President and Chief Executive Officer, are discussed below.

Base Salaries. The initial base salaries for executive officers are
determined by the Compensation Committee based on its evaluation of the
responsibilities of the position held by the executive, as well as the
executive's business experience, past performance and anticipated contributions
to the Company's future success.

Salary adjustments are based on a periodic evaluation of the performance of
the Company and of each executive officer. The Compensation Committee will take
into consideration in the case of each executive officer the scope of his or her
responsibilities, time commitments, financial results, product quality
improvements, regulatory compliance, new business development and any other
applicable factors.

Annual Incentive Compensation. Pursuant to the terms of General Chemical
Group's Performance Plan, annual cash incentive awards are payable to the extent
that annual Company and individual business performance objectives specified by
the Committee are attained. Company and individual performance objectives may be
based on Company-wide or operating unit performance in the following areas:
earnings per share, revenues, operating cash flow, operating earnings, working
capital to sales ratio and return on capital, the level of individual
contribution to the success of the Company, and compensation opportunities under
other General Chemical Group incentive plans. Based on the performance of the
Company in 2001, Mr. Kehoe was awarded a bonus of $150,000 for 2001.

Long-Term Incentive Compensation. The Committee expects to endeavor to
foster an ownership culture that encourages superior performance by General
Chemical Group's executive officers and employees through the use of stock-based
compensation plans designed to increase stock ownership throughout the Company.
However, during 2001, the Committee did not award options to purchase shares to
employees or executive officers. The Committee in its discretion will determine
subsequent awards.

Compliance with Section 162(m). The Compensation Committee believes that,
unless circumstances warrant an exception, General Chemical Group should only
pay compensation to its executive officers in excess of $1 million if such
excess amount is performance-based compensation exempt from the limit on
deductibility of such compensation under Section 162(m) of the Code.

The Compensation Committee
of the Board of Directors

Philip E. Beekman, Chairman
Paul M. Meister
Joseph Volpe

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2001, there were no interlocking relationships existing between the
Company's Board of Directors or compensation committee of any other company.

PERFORMANCE COMPARISON

The following graph illustrates the return that would have been realized
(assuming reinvestment of dividends) by an investor who invested $100 on
December 31, 1996 in each of (1) The General Chemical Group Inc. Common Stock,
(2) the Standard & Poor's Chemical Composite Index, (3) the Standard & Poor's
500 Index, and (4) the Standard & Poor's Small Cap Chemicals Index.

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
THE GENERAL CHEMICAL GROUP INC. COMMON STOCK, THE STANDARD & POOR'S
CHEMICAL COMPOSITE INDEX, THE STANDARD & POOR'S 500 INDEX,
AND THE STANDARD & POOR'S SMALL CAP CHEMICALS INDEX
[GRAPH]

ASSUMES $100 INVESTED ON DECEMBER 31, 1996
ASSUMES DIVIDENDS REINVESTED

<Table>
<Caption>
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
-------- -------- -------- -------- -------- --------

General Chemical Group (GCG).............. 100.00 114.07 59.76 42.77 17.34 6.20
S&P Chemical Composite Index.............. 100.00 121.66 113.99 133.65 122.42 120.83
S&P 500 Composite Index................... 100.00 133.35 171.46 207.54 188.65 166.24
S&P Small Cap Chemicals Index............. 100.00 103.93 86.82 92.73 72.80 79.26
</Table>

CERTAIN RELATIONSHIPS AND TRANSACTIONS

The Company is party to a management agreement with Latona Associates Inc.
("Latona Associates"). Latona Associates is a management advisory company that,
since 1995, has provided the Company with strategic management, business and
financial advisory services, including guidance and advice relating to
financings, security offerings, recapitalization, restructurings, acquisitions
and tax and employee benefit matters. Paul M. Montrone, the controlling
stockholder and Chairman of the Board of the Company, controls Latona
Associates.

The Company's fee for 2001 was $1.6 million. These annual fees are payable
quarterly in advance and are adjusted annually for increases in the U.S.
Department of Labor, Bureau of Labor Statistics, Consumer Price Index. In
addition, if the Company requests that Latona Associates provide advisory
services in connection with any acquisition, business combination or other
strategic transaction, the Company will pay Latona Associates additional fees,
comparable to those received by investment banking firms for similar services
(subject to the approval of a majority of the independent directors).

While there can be no assurance that the amount of fees paid by the Company
to Latona Associates for services does not exceed the amount that the Company
would have to pay to obtain similar services from unaffiliated third parties,
the Company believes that the employees of Latona Associates have extensive
knowledge concerning its business which would be impractical for a third party
to obtain. As a result, the Company has not compared the fees payable to Latona
Associates with fees that might be charged by third parties for similar
services.

The Company's agreement with Latona Associates extends through 2004. The
agreement may be terminated by the Company or Latona Associates if the other
party ceases, or threatens to cease, to carry on its business, or commits a
material breach of the agreement which is not remedied within 30 days of notice
of such breach. The Company may terminate the agreement if Mr. Montrone ceases
to hold, directly or indirectly, shares of the Company's capital stock
constituting at least 20% of the aggregate voting power of the Company's capital
stock.

During 2001, the Company sold to GenTek Inc., a company controlled by Paul
M. Montrone ("GenTek"), $4 million of soda ash and calcium chloride at market
rates.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Upon recommendation of the Audit Committee of the Board, the Board has
appointed Deloitte & Touche LLP as the Company's independent auditors for the
2002 fiscal year and hereby recommends that the stockholders ratify such
appointment.

AUDIT FEES

The aggregate fees billed by Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
"Deloitte") for professional services rendered for the audit of the Company's
annual financial statements for the fiscal year ended December 31, 2001 and for
the review of the financial statements included in the Company's Quarterly
Reports on Form 10-Q for that year were $305,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no fees billed by Deloitte for professional services rendered
for information technology services relating to financial information systems
design and implementation for the fiscal year ended December 31, 2001.

ALL OTHER FEES

The aggregate fees billed by Deloitte for services rendered to the Company,
other than the services described above under "Audit Fees" and "Financial
Information Systems Design and Implementation Fees," for the fiscal year ended
December 31, 2001 were $314,700; of these fees $202,700 was for tax consulting
and compliance services, activity-based costing consultations and other cost
studies analyses, and $112,000 was for audit related fees including fees for
statutory audits, employee benefit plan audits, accounting consultations and due
diligence services.

The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the independent auditors' independence.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.

Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting and will have an opportunity to make a statement if they so desire, and
to respond to appropriate questions from stockholders.

SUBMISSION OF PROPOSALS FOR 2003 ANNUAL MEETING

Stockholders may submit proposals on matters appropriate for stockholder
action at the Company's annual meetings, consistent with regulations adopted by
the SEC and the By-Laws of the Company. Proposals to be considered for inclusion
in the proxy statement for the 2003 Annual Meeting of Stockholders must be
received by the Company at its principal executive offices not later than
December 13, 2002. Proposals to be timely submitted for stockholder action at
the Company's 2003 Annual Meeting must be received by the Company at its
principal executive offices not less than 30 days nor more than 60 days prior to
the 2003 Annual Meeting. Proposals should be directed to the attention of the
Secretary, The General Chemical Group Inc., Liberty Lane, Hampton, New Hampshire
03842.

ANNUAL REPORT

The Annual Report to Stockholders of the Company for the year ended
December 31, 2001 and this proxy statement are being mailed together to all
stockholders of the Company of record on March 22, 2002, the record date for
voting at the Annual Meeting.

By Order of the Board of Directors,

TODD M. DUCHENE
Secretary

April 12, 2002

THE COMPANY'S 2001 ANNUAL REPORT ON FORM 10-K, FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, IS AVAILABLE WITHOUT CHARGE BY WRITTEN REQUEST FROM THE
OFFICE OF THE SECRETARY, THE GENERAL CHEMICAL GROUP INC. LIBERTY LANE, HAMPTON,
NEW HAMPSHIRE 03842.

Additional information about the Company can be found at the Company's
internet site: http://www.genchem.com

ANNEX I
THE GENERAL CHEMICAL GROUP INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the quality
and integrity of the Corporation's financial reports; the Corporation's systems
of internal controls regarding finance and accounting; and the Corporation's
auditing, accounting and financial reporting processes generally. The Audit
Committee's primary duties and responsibilities are to:

- Serve as an independent and objective party to monitor the Corporation's
financial reporting process and internal control systems.

- Review and appraise the audit efforts of the Corporation's independent
accountants and internal accountants.

- Provide an open avenue of communication among the independent
accountants, financial and senior management and the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section III of this Charter. While the
Committee has the responsibilities and duties set forth in this Charter, it is
not the Committee's duty (1) to plan or conduct audits, (2) to determine that
the Corporation's financial statements are complete and accurate and in
accordance with GAAP, which remains the responsibility of the Corporation's
management and independent accountants, or (3) to conduct investigations,
resolve disagreements, if any, between management and the independent
accountants or to assure compliance with laws and regulations or the
Corporation's Code of Conduct.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors. Subject
to the next paragraph, each of the members of the Committee shall be independent
directors, free from any relationship that, in the opinion of the Board, may
interfere with the exercise of his or her independent judgment as a member of
the Committee or independence from management and the Corporation. All members
of the Committee shall be financially literate (or must become financially
literate within a reasonable period of time after his or her appointment), and
at least one member of the Committee shall have accounting or related financial
management expertise.

Notwithstanding the previous paragraph, a person with a business
relationship with the Corporation may serve on the Audit Committee if the Board
determines in its business judgment that the relationship does not interfere
with the person's exercise of independent judgment as a director. In addition,
one director who is not a current employee (or an immediate family member of
such employee) of the Corporation, but is nonetheless not "independent" for the
purposes of the NYSE rules, may be appointed to the Committee, under exceptional
and limited circumstances, if the Board of Directors determines that membership
on the Committee by the individual is required in the best interests of the
Corporation and its shareholders, and the Corporation discloses, in the next
annual proxy statement subsequent to such determination, the nature of the
relationship and the reasons for that determination.

III. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Audit Committee shall:

Review Financial Reports

1. Review and discuss the Corporation's audited financial statements with the
Corporation's management.

2. Review with management and the independent accountants the interim financial
statements prior to filing the 10-Q and publicly releasing quarterly
earnings, including the results of the independent accountants' review of
the quarterly financial statements. The Chair of the Committee may represent
the entire Committee for purposes of this review.

Independent Accountants

3. Review and recommend to the Board of Directors the engagement of independent
accountants, including approval of their fee and the scope and timing of
their audit of the Corporation's financial statements.

4. Review the experience and qualifications of the senior members of the
independent accountants' team and the quality control procedures of the
independent accountants.

5. Review, with the independent accountants, the accountants' report on the
Corporation's financial statement.

6. Evaluate the performance of the independent accountants; where appropriate
recommend that the Board of Directors replace the independent accountants
and approve any proposed discharge of the independent accountants.

7. On an annual basis, obtain from the Corporation's independent accountants
written disclosure delineating all relationships between such accountant and
the Corporation and its affiliates, including the written disclosure and
letter required by ISB Standard No. 1, as it may be modified or
supplemented.

8. From time to time, as appropriate, actively engage the Corporation's
independent accountants in a dialogue with respect to any disclosed
relationships or services that may impact the objectivity and independence
of such accountants and recommend to the Board of Directors appropriate
action in response to the outside auditors' report to satisfy itself of the
auditors' independence.

9. Inform the independent accountants that it is ultimately accountable to the
Board of Directors and the Audit Committee, as representatives of the
shareholders.

10. Periodically discuss with the independent accountants out of the presence of
management the Corporation's internal controls, including their
recommendations, if any, for improvements in the Corporation's internal
controls and the implementation of such recommendations, the fullness and
accuracy of the Corporation's financial statement and certain other matters
required to be discussed by SAS 61*, as it may be modified, and information
that would be required to be disclosed by GAAS.

Reviewing and Improving Processes

11. Review, with the independent accountants, any internal auditors and the
Company's management, policies and procedures with respect to internal
auditing and financial and accounting controls.

- ---------------

* SAS 61 requires independent auditors to communicate certain matters related to
the conduct of an audit to those who have responsibility for oversight of the
financial reporting process, specifically the audit committee. Among the
matters to be communicated to the audit committee are: (1) methods used to
account for significant unusual transactions; (2) the effect of authoritative
guidance or consensus; (3) the process used by management in formulating
particularly sensitive accounting estimates and the basis for the auditor's
conclusions regarding the reasonableness of those estimates; and (4)
disagreements with management over the application of accounting principles,
the basis for management's accounting estimates, and the disclosures in the
financial statements.
AI-2

12. As part of its job to foster open communication, the Committee should meet
at least annually with the Corporation's management and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed
confidentially.

13. In consultation with the independent accountants, review the integrity and
quality of the organization's financial reporting processes, both internal
and external, and the independent accountant's perception of the
Corporation's financial and accounting personnel.

14. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied and
significant judgments affecting its financial reporting.

15. Review any significant disagreement among management and the independent
accountants in connection with the preparation of the financial statements.

16. Review with the independent accountants and management the extent to which
changes or improvements in financial or accounting practices, as approved by
the Audit Committee, have been implemented.

17. Consider and recommend to the Board of Directors, if appropriate, major
changes to the Corporation's financial reporting, auditing and accounting
principles and practices as suggested by the independent accountants or
management.

Other

18. State in the Audit Committee's Report in the Corporation's Annual Proxy
Statement whether, based on the review and discussions referred to in items
1, 6, 7 and 9 above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the
Corporation's Annual Report on Form 10-K for the last fiscal year.

19. Review and, if appropriate, recommend updates of this Charter annually.

20. Perform any other activities consistent with this Charter, the Corporation's
By-laws and applicable law, as the Committee or the Board deems necessary or
appropriate.

AI-3

THE GENERAL CHEMICAL GROUP INC.
ANNUAL MEETING, MAY 8, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Messrs. Paul M. Meister, Todd M. DuChene and John Sanford each with
power of substitution, are hereby authorized to vote all shares of common stock
of The General Chemical Group Inc., which the undersigned would be entitled to
vote if personally present at the Annual Meeting of Stockholders of The General
Chemical Group Inc. to be held on Wednesday, May 8, 2002, and at any
adjournments, as specified on the reverse side.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS.

(Please Mark This Proxy and Sign and Date It on the Reverse Side Hereon
and Return It in the Enclosed Envelope.)

* FOLD AND DETACH HERE *

Please mark
your votes as
indicated in |X|
this example

1. Election of Directors with terms expiring at the Annual Meeting in
2003.

FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed at right
---------------- ---------------

|_| |_|

Nominees: Paul M. Montrone, Paul M. Meister, Philip E. Beekman,
John M. Kehoe, Jr., Gerald J. Lewis and Joseph M. Volpe

(Instructions: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided below.)

______________________________________________________________________________

2. Ratify the appointment of Deloitte & Touche LLP as independent public
auditors of the Company for the current fiscal year.

FOR AGAINST ABSTAIN
--- ------- -------

|_| |_| |_|

3. In their discretion, on such other business as may properly come before
the meeting.

A MAJORITY (OR IF ONLY ONE, THEN THAT ONE) OF THE ABOVE PERSONS OR THEIR
SUBSTITUTES WHO SHALL BE PRESENT AND ACTING AT THE MEETING SHALL HAVE THE POWERS
CONFERRED HEREBY.

Dated: , 2002
---------------------------

- -------------------------------------------------------------------
SIGNATURE

Signature of Stockholder(s) - please sign name exactly as imprinted (do not
print). Please indicate any change of address.

NOTE: Executors, administrators, trustees and others signing in a
representative capacity should indicate the capacity in which they
sign. If shares are held jointly, EACH holder should sign.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.

*FOLD AND DETACH HERE *