AMENDMENT TO THE
                      INTERNATIONAL SPECIALTY PRODUCTS INC.
                      1991 INCENTIVE PLAN FOR KEY EMPLOYEES
                            AND DIRECTORS, AS AMENDED


1.       This Amendment (the "Amendment") to the International Specialty
         Products Inc. 1991 Incentive Plan for Key Employees and Directors, as
         amended (the "Plan"), is effective as of December 31, 1995, subject to
         stockholder approval.

2.       Section 9 of the Plan is hereby amended by deleting such section in its
         entirety and substituting in lieu thereof a new Section 9 to read in
         its entirety as follows:

                  "9. KEY EMPLOYEE OPTION PRICE.

                      Except as otherwise provided in this Section 9, the
                  Committee shall have full authority, in its discretion, to
                  determine the Option price per share at which Options granted
                  under the Plan shall be exercisable; provided, however, that
                  (a) the Option price of any Non-Qualified Option shall be not
                  less than 50% of the Fair Market Value of the shares of Common
                  Stock subject to such Option on the date such Option is
                  granted and (b) the Option price of any Qualified Option shall
                  be not less than 100% of the Fair Market Value of the shares
                  of Common Stock subject to such Option on the date such Option
                  is granted; and provided further that the Option price of any
                  Qualified Option granted to a Key Employee who is an
                  Over-Ten-Percent Shareholder shall be not less than 110% of
                  the Fair Market Value of the shares of Common Stock subject to
                  such Option on the date such Option is granted. In any event,
                  the Option price shall not be less than the par value of the
                  shares subject to the Option."

3.       Section 11 of the Plan is hereby amended by deleting such section in
         its entirety and substituting in lieu thereof a new Section 11 to read
         in its entirety as follows:

                  "11.  EXERCISE OF OPTIONS BY KEY EMPLOYEES.

                  Subject to Section 16 hereof, and except as otherwise provided
                  in this Section 11, the Committee shall have full authority,
                  in its discretion, to determine the expiration date of any
                  Option granted under the Plan and the vesting period, if any,
                  over which an Option shall be exercisable by a Key Employee;
                  provided, however, that the Committee may, in its discretion,
                  on a case-by-case basis, amend each outstanding Option
                  exercisable by a Key Employee to allow the exercise of such
                  Option, in whole or in part, upon, a Change in Control of the
                  Corporation. No Qualified Option granted to a Key Employee who
                  is an Over-Ten-Percent Shareholder shall be exercisable as to
                  all or any portion of the shares of Common Stock subject

                  thereto more than five years after the date of grant."