AMENDMENT NO. 6
                                       TO
                        RESTRICTED STOCK AWARD AGREEMENT


     THIS Amendment (the "Amendment"), dated as of October 31, 2003, to the
Restricted Stock Award Agreement, dated January 2, 2002, as amended), is entered
into between Jarden Corporation, a Delaware corporation (the "Company") and
Martin E. Franklin (the "Employee").

WITNESSETH:

     WHEREAS, the Employee and the Company are parties to that certain
Restricted Stock Award Agreement dated January 2, 2002, as amended (the
"Agreement"); and

     WHEREAS, the parties mutually desire to further 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 1 of the Agreement is hereby amended and restated in its
entirety to read as follows:

     "1. Restrictions. Notwithstanding Section 5.02(b) of the Plan which is
     inapplicable to this grant, the restrictions shall lapse upon the earlier
     to occur of (i) the date that the per share stock price of the Common Stock
     equals or exceeds forty-two dollars ($42.00), (ii) the date that there is a
     change of control (as defined in Section 2.01 of the Plan) of the Company,
     (iii) the date that the annualized revenues of the Company exceed eight
     hundred million dollars ($800,000,000) or (iv) the date of death of the
     executive; provided, however, that if the restrictions shall lapse as a
     result of (i), (iii) or (iv) above during a period in which the executive
     is subject to additional restrictions on the sale, transfer, assignment or
     other disposition of shares of Common Stock as a result of a "lock up"
     agreement, all of such shares shall vest immediately upon the earlier to
     occur of (A) the expiration of such "lockup" agreement or the earlier
     waiver of such "lockup" agreement in regard to any, even if less than all,
     of the shares of Common Stock subject to such "lockup" agreement or (B) the
     date that there is a change of control (as defined in Section 2.01 of the
     Plan) of the Company. The number of shares granted and the target share
     price of $42.00 shall be adjusted for changes in the common stock as
     outlined in Section 5.05 of the Plan or as otherwise mutually agreed in
     writing between the parties. For purposes of clarity, the term "stock
     price" in (i) above means the closing stock price of the common stock of
     the Company."

     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 and
                                                         Chief Financial Officer



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