AGREEMENT


     Alltrista Corporation (the "Company") and Marlin Partners II, L.P. ("Marlin
Partners")  have,  pursuant to their  letter of intent  dated May 7, 2001,  been
working on the proposed  acquisition by Marlin Partners of the Company at a cash
price of $18 per share.  Despite the  cooperative  and good faith efforts of the
Company,  Marlin Partners and their respective advisors, the parties have agreed
to terminate their efforts to effect such a transaction at this time.

     1. Marlin  Partners  desires that Messrs.  Martin E.  Franklin and Ian G.H.
Ashken be named to the Company's Board of Directors so that Messrs. Franklin and
Ashken,  on  behalf  of all  the  shareholders  of the  Company,  can  work in a
cooperative  manner  with the  Board of  Directors  and  support  the  Board and
management  in their  efforts to improve the  performance  of the Company in the
best  interests  of all  shareholders.  Therefore,  the Company is  agreeable to
enlarging the Board of Directors to nine persons and naming Messrs. Franklin and
Ashken  to serve as a Class I  Director  and  Class II  Director,  respectively,
effective Monday June 25, 2001. Ian Ashken would be included with Mr. Richard L.
Molen and Ms. Lynda W. Popwell as Class II Directors  standing for reelection at
the 2001 Annual Meeting of Shareholders of the Company.

     2. The  Company  agrees  to use its best  efforts  to have its 2001  Annual
Meeting of Shareholders no later than July 31, 2001.

     3. Marlin  Partners and its affiliates  agree to  immediately  withdraw the
nominations  of Messrs.  Franklin  and Ashken for  election as  directors of the
Company at the Company's  2001 Annual  Meeting of  Shareholders  and to vote all
shares of the Company  beneficially  owned by Marlin Partners and its affiliates
for the election of Mr.  Ashken,  Mr. Molen and Ms.  Popwell as directors of the
Company at the 2001 Annual Meeting.  Marlin Partners and its affiliates  further
agree that they will not,  directly or indirectly,  at any time on or before the
Company's  2002  Annual  Meeting  of   shareholders:   (i)  participate  in  any
solicitation  of proxies in  opposition  to, or make any  public  statements  in
opposition  to, any proposals or director  nominees of the Company in connection
with any meeting of  shareholders  of the Company,  (ii) initiate,  propose,  or
solicit  shareholders  of the  Company  for the  approval  of,  any  shareholder
proposals in  connection  with any meeting of the  shareholders  of the Company,
(iii)  nominate any person for election to the board of directors of the Company
(other  than  nominees  proposed  by the  Company),  (iv) vote any shares of the
Company's  common  stock  beneficially  owned by them  against  any  proposal or
nominee for  director  proposed or  supported  by the Company or in favor of any
proposal  or  nominee  not  proposed  or  supported  by the  Company  (it  being
understood  that,  except as provided in the first  sentence of this  paragraph,
Marlin  Partners and its affiliates may abstain from voting on any matter at any
shareholder meeting) or (v) advise, assist, encourage or solicit, or participate
in a group with, any other person in connection with any of the foregoing.



     4. In addition,  Marlin  Partners and its  affiliates  agree that if in the
good faith  judgment of a majority of the Board of  Directors of the Company the
annual meeting of  shareholders  of the Company in 2002 should be postponed from
the date  provided  in the  Bylaws,  they will not  object to or take any action
inconsistent with such judgment by the Board of Directors of the Company.

     5. The  Company  will use its best  efforts  to  convene  and hold the 2003
Annual Meeting of shareholders no later than April 30, 2003.

     6. The Company and Marlin  Partners,  on behalf of itself and NewCo,  agree
that the May 7, 2001  Letter of Intent  is  hereby  terminated,  except  for the
expense reimbursement provisions of paragraph 5.

     7. This Agreement  shall be governed by Indiana law and each of the parties
hereto  agrees  to  submit  to the  jurisdiction  of the  courts of the State of
Indiana as to any dispute under this Agreement.  For purposes of this Agreement,
it is  understood  that  Messrs.  Franklin and Ashken are  affiliates  of Marlin
Partners.  The parties  further  acknowledge  and agree that in the event of any
breach of this Agreement,  the non-breaching  party would be irreparably  harmed
and  could  not  be  made  whole  by  monetary  damages,   and  accordingly  the
non-breaching  party shall be entitled to compel  specific  performance  of this
Agreement.  This Agreement may be executed in two or more counterparts,  each of
which shall be an original and all of which shall constitute one agreement.


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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of June 22, 2001.


ALLTRISTA CORPORATION


By  /s/ Thomas B. Clark
    -----------------------------------------------------
    Name:  Thomas B. Clark
    Title:  Chairman, President and Chief Executive Officer


MARLIN PARTNERS, II, L.P.


By  /s/ Martin E. Franklin
    -----------------------------------------------------
    Name:  Martin E. Franklin
           General Partner


/s/ Martin E. Franklin
---------------------------------------------------------
Martin E. Franklin



/s/ Ian G. H. Ashken
---------------------------------------------------------
Ian G. H. Ashken


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