AMENDMENT NO. 3
                                       TO
                        RESTRICTED STOCK AWARD AGREEMENT



         THIS Amendment (the "Amendment"), dated as of October 31, 2003, to the
Restricted Stock Award Agreement, dated May 8, 2003, as amended, 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 May 8, 2003, 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 2.a. of the Agreement is hereby amended and restated in its
entirety to read as follows:

          "(a) Vesting. The Restricted Shares shall vest and become
     nonforfeitable upon the earlier of:

     (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); provided, however, that if such restrictions shall lapse
          during a period in which the Restricted Stockholder 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
          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

     (ii) the date there is a Change-of-Control Event 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/ Martin E. Franklin
                               ---------------------------------
                               Name:   Martin E. Franklin
                               Title:  Chairman and
                                       Chief Executive Officer



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