JARDEN CORP
M. FRANKLIN AMEND NO. 5
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>M. FRANKLIN AMEND NO. 5
<TEXT>
<PAGE>

                                 AMENDMENT NO. 5
                                       TO
                        RESTRICTED STOCK AWARD AGREEMENT


     THIS Amendment (the "Amendment"), dated as of October 2, 2003, to the
Restricted Stock Award Agreement, dated January 2, 2002, 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 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. 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


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