THIRD AMENDED AND
RESTATED

CERTIFICATE OF
INCORPORATION

OF

GENTEK INC.

The
name of the corporation is GenTek Inc. (the Corporation). The Corporation was
incorporated by the filing of its original Certificate of Incorporation with
the Secretary of State of the State of Delaware on January 25, 1999. An Amended
and Restated Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on April 28, 1999. A Second Amended
and Restated Certificate of Incorporation of the Corporation was duly adopted
and filed with the Secretary of State of the State of Delaware on November 7,
2003 in order, among other things, to put into effect and carry out the
confirmation order entered by the United States Bankruptcy Court for the
District of Delaware on October 7, 2003 in the reorganization proceeding styled
In re: GenTek Inc. et al. and Noma Company, Case No. 02-12986 (MFW), which
confirmed the Joint Plan of Reorganization of the Corporation, et al. and Noma
Company dated August 28, 2003, as modified (the Plan). This Third Amended and
Restated Certificate of Incorporation, which both amends and restates the
provisions of the Corporations Second Amended and Restated Certificate of
Incorporation, was duly adopted in accordance with the provisions of Sections
242, 245 and 303 of the General Corporation Law of the State of Delaware. The
Third Amended and Restated Certificate of Incorporation of the Corporation is
hereby amended and restated to read in its entirety as follows:

ARTICLE I

NAME

The
name of the Corporation is GenTek Inc.

ARTICLE II

REGISTERED OFFICE

The
address of the registered office of the Corporation in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is the Corporation Trust Company.

ARTICLE III

PURPOSES

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The nature
of the business or purposes to be conducted or promoted by the Corporation is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware (DGCL).

ARTICLE IV

CAPITAL STOCK

Section 1. Authorized
Capital Stock

The
total number of shares of capital stock which the Corporation shall have the
authority to issue is One Hundred Ten Million (110,000,000) shares, of which
(a) One Hundred Million (100,000,000) shares shall be common stock, no par
value per share (the Common Stock), and (b) Ten Million (10,000,000) shares
shall be preferred stock, par value $.01 per share (the Preferred Stock).

The
Board of Directors of the Corporation (the Board of Directors), or an
authorized committee thereof, is expressly authorized to provide for the
issuance of all or any shares of the Preferred Stock in one or more classes or
series and, subject to the provisions of Section 3 of this Article IV, to fix
for each such class or series such voting powers, full or limited, and such
distinctive designations, preferences and relative, participating, optional or
other special rights and such qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the issuance of such class or
series and as may be permitted by the DGCL, including, without limitation, the
authority to provide that any such class or series may be (i) subject to
redemption at a specified time or times and at a specified price or prices;
(ii) entitled to receive dividends (which may be cumulative or non-cumulative)
at specified rates, on specified conditions, and at specified times, and
payable in preference to, or in specified relation to, the dividends payable on
any other class or classes or any other series; (iii) entitled to specified
rights upon the dissolution of, or upon any distribution of the assets of, the
Corporation; or (iv) convertible into, or exchangeable for, shares of any other
class or classes of stock, or of any other series of the same or any other
class or classes of stock, of the Corporation at a specified price or prices or
at specified rates of exchange and with specified adjustments; all as may be
stated in such resolution or resolutions.

ARTICLE V

BUSINESS
COMBINATION STATUTE

The
Corporation hereby expressly elects not to be governed by Section 203 of the
DGCL entitled Business Combinations With Interested Stockholders.

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ARTICLE VI

STOCKHOLDER ACTION

No
action that is required or permitted to be taken by the stockholders of the
Corporation at any annual or special meeting of stockholders may be effected by
written consent of stockholders in lieu of a meeting of stockholders. Only
those matters set forth in the notice of the special meeting may be considered
or acted upon at a special meeting of stockholders of the Corporation, unless
otherwise provided by law. Advance notice of any matters or nominations which
stockholders intend to propose for action at an annual meeting shall be given
at the time and in the manner provided in the By-Laws.

ARTICLE VII

DIRECTORS

Section 1. General

The
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors except as otherwise provided herein or
required by law.

Section
2. Election of Directors

Election
of Directors need not be by written ballot unless the By-Laws of the
Corporation shall so provide.

Section
3. Number of Directors

The
Board of Directors shall consist of not less than one or more than eight (8)
members, the exact number of which shall be fixed from time to time by
resolution adopted by the Board of Directors; provided, however, that the Board
of Directors may, at the appropriate time, take such action to increase the
maximum size of the Board of Directors above eight (8) members as is necessary
for the Board of Directors to comply with the terms of any one or more series
of Preferred Stock. Except as provided in Section 4 of this Article, each
director shall be elected or re-elected, as the case may be, at each Annual
Meeting at which a quorum is present to serve until the next Annual Meeting.

Notwithstanding
the foregoing, whenever, pursuant to the provisions of this Third Amended and
Restated Certificate of Incorporation, the holders of any one or more series of
Preferred Stock shall have the right, voting separately as a series or together
with holders of other such series, to elect Directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of this
Third Amended and Restated Certificate of Incorporation and any certificate of
designations applicable thereof.

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During any
period when the holders of any series of Preferred Stock have the right to
elect additional Directors as provided for or fixed pursuant to the provisions
of Article IV hereof, then upon commencement and for the duration of the period
during which such right continues: (i) the then otherwise total authorized
number of Directors of the Corporation shall automatically be increased by such
specified number of Directors, and the holders of such Preferred Stock shall be
entitled to elect the additional Directors so provided for or fixed pursuant to
said provisions; and (ii) each such additional Director shall serve until such
Directors successor shall have been duly elected and qualified, or until such
Directors right to hold such office terminates pursuant to said provisions,
whichever occurs earlier, subject to such Directors earlier death,
disqualification, resignation or removal. Except as otherwise provided by the
Board of Directors in the resolution or resolutions establishing such series,
whenever the holders of any series of Preferred Stock having such right to
elect additional Directors are divested of such right pursuant to the
provisions of such stock, the terms of office of all such additional Directors
elected by the holders of such stock, or elected to fill any vacancies resulting
from the death, resignation, disqualification or removal of such additional
Directors, shall forthwith terminate and the total and authorized number of
Directors of the Corporation shall automatically be reduced accordingly.

Section
4. Vacancies

Subject
to the rights, if any, of the holders of any series of Preferred Stock to elect
Directors and to fill vacancies in the Board of Directors relating thereof, any
and all vacancies in the Board of Directors, however occurring, including, without
limitation, by reason of an increase in size of the Board of Directors, or the
death, resignation, disqualification or removal of a Director, shall be filled
by the affirmative vote of a majority of the remaining Directors then in
office, even if less than a quorum of the Board of Directors or by a sole
remaining Director. In the event of a vacancy in the Board of Directors, the
remaining Directors, except as otherwise provided by law, may exercise the
powers of the full Board of Directors until the vacancy is filled.

Section
5. Removal

Subject
to the rights, if any, of any series of Preferred Stock to elect Directors and
to remove any Director whom the holders of any such stock have the right to
elect, any Director (including persons elected by Directors to fill vacancies
in the Board of Directors) may be removed from office at any time, but only for
cause and only by the affirmative vote of at least a majority of the total
votes which would be eligible to be cast by stockholders in the election of
such Director.

Section
6. Personal Liability of Directors

A
Director of the Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a Director,
except (i) to the

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extent such exemption from liability or limitation thereof is not
permitted under the DGCL as the same exists or may hereafter be amended and
(ii) to the extent permitted by law, for monetary damages for breach of
fiduciary duty as a Director related to pre-Effective Date acts or omissions
which involve willful misconduct or gross negligence. If the DGCL is amended
after the effective date of this Third Amended and Restated Certificate of
Incorporation to authorize the further elimination or limitation of the
personal liability of Directors, then the liability of a Director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the DGCL, as so amended.

Any
repeal or modification of this Article VII shall not adversely affect any right
or protection existing at the time of such repeal or modification with respect
to any acts or omissions occurring before such repeal or modification.

ARTICLE VIII

INDEMNIFICATION OF
OFFICERS, DIRECTORS AND KEY EMPLOYEES

Except
as otherwise provided in the By-laws, the Corporation shall indemnify its
Directors, officers and such other key employees as the Chief Executive Officer
of the Corporation may designate (the Key Employees) to the fullest extent authorized
or permitted by the DGCL, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader rights than said law permitted the
Corporation to provide prior to such amendment), and such right to
indemnification shall continue as to a person who has ceased to be a Director,
officer or Key Employee of the Corporation and shall inure to the benefit of
his or her heirs, executors, administrators and personal representatives;
provided, however, that (i) such person is or was a Director, officer or Key
Employee of the Corporation immediately prior to, on or at any time after the
Effective Date, (ii) except for proceedings to enforce rights to indemnification,
the Corporation shall not be obligated to indemnify any Director, officer or
Key Employee (or his or her heirs, executors, administrators or personal
representatives) in connection with a proceeding initiated by such person
unless such proceeding was authorized or consented to by the Board of Directors
and (iii) to the extent permitted by law, no indemnification shall be made to
any person with respect to such persons conduct prior to the Effective Date if
such conduct is finally adjudicated by a court of law of competent jurisdiction
to have involved willful misconduct or gross negligence.

Except
as otherwise provided in the By-laws, the right to indemnification covered by
this Article VIII shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition. Except as otherwise provided in the By-laws,
the Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to other employees or agents of the Corporation similar to those conferred in
this Article VIII to Directors, officers and Key Employees of the Corporation.

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The rights
to indemnification and to the advance of expenses conferred in this Article
VIII shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of this Third Amended and
Restated Certificate of Incorporation or the By-laws of the Corporation,
agreement, vote of stockholders or disinterested Directors or otherwise,

Any
repeal or modification of this Article VIII shall not adversely affect any
rights to indemnification and to the advancement of expenses of a Director,
officer or Key Employee of the Corporation existing at the time of such repeal
or modification with respect to any acts or omissions occurring prior to such
repeal or modification.

ARTICLE IX

AMENDMENT OF
BY-LAWS

Section
1. Amendment by Directors

Except
as otherwise provided by law, the By-Laws of the Corporation may be amended or
repealed by the Board of Directors.

Section
2. Amendment by Stockholders

The
By-Laws of the Corporation may be amended or repealed at any annual meeting of
stockholders, or special meeting of stockholders called for such purpose, by
the affirmative vote of at least two-thirds of the total votes eligible to be
cast on such amendment or repeal by holders of voting stock, voting together as
a single class; provided, however, that if the Board of Directors recommends
that stockholders approve such amendment or repeal at such meeting of
stockholders, such amendment or repeal shall only require the affirmative vote
of a majority of the total votes eligible to be cast on such amendment or
repeal by holders of voting stock, voting together as a single class.

ARTICLE X

AMENDMENT OF
CERTIFICATE OF INCORPORATION

The
Corporation reserves the right to amend or repeal this Third Amended and
Restated Certificate of Incorporation in the manner now or hereafter prescribed
by statute and this Third Amended and Restated Certificate of Incorporation,
and all rights conferred upon stockholders herein are granted subject to this
reservation. No amendment or repeal of this Third Amended and Restated
Certificate of Incorporation shall be made unless the same is first approved by
the Board of Directors pursuant to a resolution adopted by the Board of
Directors in accordance with Section 242 of the DGCL, and, except as otherwise
provided by law, thereafter approved by the stockholders. Whenever any vote of
the holders of voting stock is required, and in addition to any other vote of
holders of voting stock that is required by this Third Amended and Restated

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Certificate of Incorporation or by law, the affirmative vote of a
majority (or such greater proportion as may be required by law) of the total
votes eligible to be cast by holders of voting stock with respect to such
amendment or repeal, voting together as a single class, at a duly constituted
meeting of stockholders called expressly for such purpose shall be required to
amend or repeal any provision of, or adopt any provisions of this Third Amended
and Restated Certificate of Incorporation; provided, however, that the
affirmative vote of not less than two-thirds of the total votes eligible to be
cast by the holders of voting stock, voting together as a single class, shall
be required to amend or repeal any of the provisions of Article VI, Article
VII, Article VIII, Article IX or this Article X of this Third Amended and
Restated Certificate of Incorporation.

ARTICLE XI

EFFECTIVE DATE

This
Third Amended and Restated Certificate of Incorporation shall become effective
at 1:00 p.m., Eastern Standard Time, on May 9, 2006.

IN
  WITNESS WHEREOF, the undersigned has executed this Third Amended and Restated
  Certificate of Incorporation this 9th day of May, 2006.

| |                                                       |                     | 
| | ----------------------------------------------------- | ------------------- | 
| | By:                                                   | /s/  James Imbriaco | 
| |                                                       |                     | 
| | Name:  James Imbriaco                                
| | Title:  Vice President, General Counsel and Secretary

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