AMENDMENT NO. 1
                                       TO
                        RESTRICTED STOCK AWARD AGREEMENT


         THIS Amendment (the "Amendment"), dated as of September 4, 2003, to the
Restricted Stock Award Agreement, dated August 4, 2003, is entered into between
Jarden Corporation, a Delaware corporation (the "Company") and James E. Lillie,
(the "Employee").

WITNESSETH:

         WHEREAS, the Employee and the Company are parties to that certain
Restricted Stock Award Agreement dated August 4, 2003, (the "Agreement"); and

         WHEREAS, the parties mutually desire to amend the Agreement on the
terms and conditions set forth more fully below.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Amendment, the Company and the Employee hereby agree as
follows:

         1. Section 2.a.(i) of the Agreement is hereby amended and restated to
read as follows:

                  "(i)     the date that the per share stock price of the Common
                           Stock equals or exceeds forty-two dollars ($42.00),
                           subject to adjustment pursuant to Section 18.4 of the
                           Plan or as otherwise mutually agreed in writing
                           between the parties (for purposes of clarity, the
                           term "stock price" above means the closing stock
                           price of the Common Stock); or"

         2. Except as expressly amended by this Amendment, the Agreement shall
remain in full force and effect as the same was in effect immediately prior to
the effectiveness of this Agreement.

         IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date set forth above.

                                      JARDEN CORPORATION


                                      By: /s/ Ian G.H. Ashken
                                         -----------------------------
                                         Name:  Ian G.H. Ashken
                                         Title: Vice Chairman, Chief Financial
                                                Officer and Secretary


                                       /s/ James E. Lillie
                                      --------------------------------
                                      James E. Lillie