JARDEN CORP
AMND. 4 TO RSTR. STCK AWRD AGR. IAN G. H. ASHKEN
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>31
<FILENAME>file030.txt
<DESCRIPTION>AMND. 4 TO RSTR. STCK AWRD AGR. IAN G. H. ASHKEN
<TEXT>
<PAGE>
                                 AMENDMENT NO. 4
                                       TO
                        RESTRICTED STOCK AWARD AGREEMENT


         THIS Amendment (the "Amendment"), dated as of September 4, 2003, to the
Restricted Stock Award Agreement, dated January 2, 2002, is entered into between
Jarden Corporation, a Delaware corporation (the "Company") and Ian G. H. Ashken,
(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) or (ii) 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/ Martin E. Franklin
                                     --------------------------------
                                     Name:  Martin E. Franklin
                                     Title: Chairman and Chief Executive Officer


                                    /s/ Ian G.H. Ashken
                                  -----------------------------------
                                  Ian G.H. Ashken


</TEXT>
</DOCUMENT>
