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                                FIRST AMENDMENT
                                     TO THE
               INSILCO CORPORATION 1993 LONG-TERM INCENTIVE PLAN

                                   BACKGROUND

     A.  Insilco Corporation, a Delaware corporation, (the "Corporation")
previously adopted the Insilco Corporation 1993 Long-Term Incentive Plan (the
"Plan") for the benefit of certain employees.

     B.  The Corporation desires to amend the Plan to (a) provide for full
vesting upon a change in control, and (b) protect participants from certain
corporate events that may cause awards to become diluted or less valuable.

                                   AMENDMENTS

     1.  Section 12 of the Plan shall be amended by adding the following
language to the end of such Section:

     Notwithstanding any other provision of this Plan to the contrary,
     if a Change in Control (as defined below) occurs, each Award
     outstanding under this Plan will become immediately 100% vested
     and exercisable with respect to the total number of shares of
     Common Stock subject to such Award.  As used herein, a "Change in
     Control" means any of the following:

           (i)   the acquisition, directly or indirectly, by any person
      (as defined under Section 13(d) of the Securities Exchange Act of
      1934) within any twelve-month period of securities of the Company
      representing an aggregate of 25 percent or more of the combined
      voting power of the Company's then outstanding securities; or

           (ii)  during any period of two consecutive years, individuals
      who at the beginning of such period constitute the Board cease for
      any reason to constitute at least a majority thereof before the
      end of such period unless the election of each Director who was
      not a Director at the beginning of such period was approved in
      advance by Directors representing at least two-thirds of the
      Directors then in office who were Directors at the beginning of
      such period; or

           (iii) consummation of (A) a merger, consolidation, or other
      business combination which would result in the common stock of the
      Company outstanding immediately prior thereto continuing to
      represent (either by remaining outstanding or by being converted
      into common stock of the surviving entity or a parent or affiliate
      thereof representing at least 60 percent of the common stock of
      the Company or such surviving entity or parent or affiliate
      thereof outstanding immediately after such merger, consolidation,
      or business combination, or (B) a plan of complete liquidation of
      the Company, or (C) an agreement for the sale or disposition by
      the Company of a majority (in value) of the Company's assets; or

           (iv)  the occurrence of any other event or circumstance which
      is not covered by (i) through (iii) above which the Board
      determines affects control of the
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      Company and, in order to implement the purposes of this Plan as
      set forth above, adopts a resolution that such event or
      circumstance constitutes a Change in Control for the purposes of
      this Plan.

      For purposes of determining a Change in Control on any given date,
      a partner in Water Street Corporate Recovery Fund I, L.P. ("Water
      Street") will be deemed to own that number of voting shares of the
      Company determined by multiplying such partner's pro rata
      partnership interest in Water Street by the number of voting
      shares of the Company owned by Water Street as of such date.

     2.  Section 14(b) of the Plan shall be amended by deleting the first
sentence of such Section and replacing it with the following:

      In the event of any subdivision or consolidation of outstanding shares of
      Common Stock, or declaration of a dividend or distribution payable in
      shares of Common Stock, cash, or other property, or capital
      reorganization, reclassification, merger or other transaction involving
      an increase or reduction in the number of outstanding shares of Common
      Stock, the Committee shall make proportional substitutions or adjustments
      to appropriately reflect such event and to prevent the dilution of rights
      granted in all Awards under the Plan.  The Committee shall use its
      discretion to determine the specific manner in which the outstanding
      Awards are to be adjusted, including but not limited to proportionally
      substituting or adjusting (i) the number of shares of Common Stock
      reserved under this Plan and covered by outstanding Awards denominated in
      Common Stock or units of Common Stock; (ii) the exercise or other price
      in respect of such Awards; and (iii) the appropriate Fair Market Value
      and other price determinations for such Awards.  After the Committee
      makes such a substitution or adjustment, the Committee shall notify the
      affected Participants of the new terms and conditions of their Awards.

     3.  The provisions contained in this Amendment shall apply to all
currently outstanding and future awards under the Plan.  All other provisions
of the Plan shall remain unchanged.