Exhibit 10.6

                                   AGREEMENT
                            TO FOREGO COMPENSATION


An Agreement is made between Jerry T. McDowell (the "Executive") and Alltrista
Corporation (the "Company").

WHEREAS, the Executive has been and continues to be a valued key executive of
the Company;

WHEREAS, the Company desires to make a loan to the Executive; and

WHEREAS, the Executive agrees to forego all of the balances payable to the
Executive under the 1993 Deferred Compensation Plan for Selected Key Employees,
the 1993 Deferred Compensation Plan and the Excess Savings and Retirement Plan
(the "Plans").

NOW, THEREFORE, in consideration for the aforementioned promises, and for other
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows, intending to be legally bound.

1.   The Company agrees to enter into a loan agreement (the "Loan Agreement") to
     provide a loan to the Executive. The terms of the loan shall be documented
     by a Promissory Note (the "Note") to be executed by the Company and the
     Executive.

2.   In consideration for the Company's promise to enter into the Loan
     Agreement, the Executive's account balances in the Plans shall be reduced
     to zero effective May 25, 2001. The Executive's balances in the Plans shall
     be foregone by the Executive, and the Executive hereby irrevocably waives
     his right to payment of such amount.

3.   The Executive agrees that: the Company has not advised him as to any
     financial or tax risks associated with this Agreement or the Loan Agreement
     and Note to be entered into pursuant to this Agreement; that the Executive
     has relied solely on his personal advisors in deciding to enter into this
     Agreement and the related transactions; and, that the Executive (and his
     successors, heirs and assigns) assume responsibility for any tax or
     financial risks incurred by the Executive (or his successors, heirs and
     assigns) resulting from the transaction.

IN WITNESS WHEREOF, the parties hereby execute this Agreement, intending to be
legally bound,


                                           Alltrista Corporation

 /s/ Jerry T. McDowell                     By: /s/ Thomas B. Clark
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  Jerry T. McDowell

  May 29, 2001                             May 29, 2001
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  Date                                     Date