AMENDMENT NO. 2
                                       TO
                        RESTRICTED STOCK AWARD AGREEMENT


     THIS Amendment (the "Amendment"), dated as of October 2, 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 earlier to occur of (A) 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, or (B) the date that
          the annualized revenues of the Company exceed eight hundred million
          dollars ($800,000,000) (for purposes of clarity, the term "stock
          price" in (A) above means the closing stock price of the Common
          Stock); or"

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

     "(d) Termination of Employment other than as a Result of Death or
          Disability. If the Restricted Stockholder's employment with the
          Corporation is terminated, other than by the Corporation without Cause
          or by the death or Disability of the Restricted Stockholder, prior to
          the satisfaction of the vesting provisions set forth in Section 2(a)
          hereof, no further portion of his or her Restricted Shares shall
          become vested pursuant to this Agreement and such unvested Restricted
          Shares shall be forfeited effective as of the date that the Restricted
          Stockholder's employment with the Corporation is terminated."


     3.   The following provision is hereby added as Section 2(e) of the
Agreement:

     "(e) Termination of Employment as a Result of Death or Disability. If the
          Restricted Stockholder ceases to be an employee of the Corporation
          because of his or her death or Disability prior to the satisfaction of
          the




          vesting provisions set forth in Section 2 hereof, notwithstanding
          anything to the contrary contained in this Agreement, all unvested
          Restricted Shares shall become vested and non-forfeitable
          automatically as of the date of the Restricted Stockholder's death or
          Disability."

     4.   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 and
                                                     Chief Financial Officer

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