EXHIBIT 4(d)
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AMENDMENT NO. 1
TO
INSILCO HOLDING CO. AND INSILCO CORPORATION
EQUITY UNIT PLAN
The Insilco Holding Co. and Insilco Corporation Equity Unit Plan (the
"Plan") is hereby amended pursuant to the following provisions:
1. Definitions
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All capitalized terms used in this amendment which are not otherwise
defined herein shall have the respective meanings given such terms in the Plan.
2. Substitution of Shares for Equity Units
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Section 6 of the Plan is hereby amended by adding the following
sub-section (f):
(f) SUBSTITUTION OF COMMON SHARES FOR EQUITY UNITS. At any
time prior to the settlement of any Equity Unit under Section 6(d),
above, the Committee may, in its discretion and with the prior written
consent of the Participant holding such Equity Unit, replace such
Equity Unit by issuing and delivering a Common Share to such
Participant. Any Common Shares delivered pursuant to the replacement of
Equity Units may consist, in whole or in part, of authorized and
unissued Common Shares or of treasury Common Shares and, in either
case, shall be subject to all the same rights, privileges, terms,
conditions, and restrictions under the Plan as the Equity Units
replaced by such Common Shares.
3. Effective Date; Construction
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The effective date of this amendment is June 1, 2000, and this
amendment shall be deemed to be a part of the Plan as of such date. In the event
of any inconsistencies between the provisions of the Plan and the provisions of
this amendment, the provisions of this amendment shall control. Except as
modified by this amendment, the Plan shall continue in full force and effect
without change.
