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Insilco Corp. and DLJ Merchant Banking Revise Merger Agreement

9 June 1998

Insilco Corporation and DLJ Merchant Banking Revise Merger Agreement to Increase Consideration to $45.00 in Cash and Stock

    COLUMBUS, Ohio, June 9 -- Insilco Corporation
today reported that an affiliate of DLJ Merchant Banking Partners II, L.P. has
agreed to increase from $44.50 to $45.00 per share the consideration to be
paid in connection with the pending merger of Insilco and an affiliate of DLJ
Merchant Banking.  Insilco shareholders will receive $43.48 in cash and
0.03378 shares of retained stock of the surviving corporation.
    The increased merger consideration follows the receipt by the Company's
Taylor Publishing unit, on May 13, 1998, of a $24 million verdict against
Jostens, Inc.  The original merger agreement, dated March 24, 1998, had
provided for Insilco shareholders to receive $44.50 per share, consisting of
$42.98 in cash and 0.03419 shares of retained stock of the surviving
corporation, and did not provide for any portion of the Jostens damage award
to be paid to the Company's current shareholders.
    Insilco stated that, while the jury in the Taylor matter had awarded
Insilco $36 million in damages, it has determined that $12 million of the
verdict is duplicative of damages for Jostens' violation of Section 2 of the
Sherman Anti-trust Act and cannot be recovered in addition to the antitrust
award.  Insilco is also entitled under the verdict to $1.225 million in legal
fees and expenses.  The verdict is subject to any post trial motions and
appeals by Jostens, which Jostens has announced publicly it intends to pursue,
and Insilco's receipt of the judgment is contingent on the results of those
post trial motion and appeals.  However, the increase in the merger
consideration is not contingent on Insilco's receipt of any amount from
Jostens.
    Robert L. Smialek, Insilco's Chairman and CEO stated, "We are pleased that
DLJ Merchant Banking has agreed to increase the merger consideration for
Insilco shareholders, particularly since the damages related to the verdict we
received in the Jostens lawsuit have not yet been paid and are subject to a
potentially lengthy appeals process.  We are working diligently to complete
the merger so that shareholders can receive their consideration as quickly as
possible."
    The Company also today announced, in connection with its pending
transaction with DLJ Merchant Banking, that it had received early termination
of the waiting period under the Hart-Scott-Rodino Act, that it expects to mail
the proxy statement/prospectus for the Special Meeting to consider the
proposed transaction in late June or early July, and that its Board of
Directors had established June 15, 1998 as the record date for shareholders
eligible to vote at the Special Meeting.
    Insilco Corporation, based in suburban Columbus, Ohio, is a diversified
manufacturer of industrial components and a supplier of specialty
publications.  The Company's industrial business units serve the automotive,
electronics, telecommunications and other industrial markets, and its
publishing business serves the school yearbook market.
    Investor Relations Contact:  David A. Kauer or Stephen Smith, 614-792-0468
or write to Insilco Corporation, Investor Relations, 425 Metro Place North,
Box 7196, Dublin, OH 43017 or call Melodye Demastus, Melrose Consulting
614-771-0860.