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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12

JARDEN CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

---------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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JARDEN CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY __, 2005

To Our Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders
and any adjournments or postponements thereof (the "Meeting") of Jarden
Corporation (the "Company"), which will be held on [DAY OF WEEK] May __, 2005 at
10:00 A.M., local time, at 555 Theodore Fremd Avenue, Rye, New York 10580, for
the following purposes:

1. To elect three (Class III) directors to serve on the Board of
Directors for a term of three years expiring at the 2008
Annual Meeting of Stockholders or until their successors are
duly elected and qualified (Proposal 1);

2. To consider and vote upon a proposal to approve and adopt the
Jarden Corporation Amended and Restated 2003 Stock Incentive
Plan (Proposal 2);

3. To ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the year ending December
31, 2005 (Proposal 3);

4. To approve an amendment to the Company's Restated Certificate
of Incorporation to increase the number of shares of
authorized Common Stock from 50,000,000 to 150,000,000 shares
(Proposal 4);

5. To approve the conversion feature of our Series C Preferred
Stock into Series B Preferred Stock and Common Stock and the
issuance of Common Stock as a result of the subsequent
conversion of Series B Preferred Stock (Proposal 5);

6. To approve an amendment to the Company's Restated Certificate
of Incorporation to amend the definition of "Related Party" in
Section C of Article VIII (Proposal 6); and

7. To transact such other business as may properly be brought
before the Meeting and any adjournment or postponement
thereof.

Stockholders of record at the close of business on April 28, 2005 shall
be entitled to notice of and to vote at the Meeting. A copy of the Annual Report
of the Company for the year ended December 31, 2004 is being mailed to
stockholders along with the attached Proxy Statement.

STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. YOUR VOTE IS
IMPORTANT. PLEASE SUBMIT A PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE
VOTED AT THE MEETING.

SUBMITTING THE ENCLOSED FORM OF PROXY WILL APPOINT MARTIN E. FRANKLIN AND IAN
G.H. ASHKEN AS YOUR PROXIES. YOU MAY SUBMIT YOUR PROXY BY MAIL. YOU MAY REVOKE
YOUR PROXY AND VOTE IN PERSON IF YOU DECIDE TO ATTEND THE MEETING. FOR
INSTRUCTIONS, PLEASE REFER TO PAGE 3 OF THE PROXY STATEMENT OR THE PROXY
CARD.

By order of the Board of Directors

Martin E. Franklin,
Chairman and
Chief Executive Officer

April __, 2005

JARDEN CORPORATION
555 THEODORE FREMD AVENUE
RYE, NY 10580

--------------------

PROXY STATEMENT

--------------------

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

MAY __, 2005

INTRODUCTION

PROXY SOLICITATION AND GENERAL INFORMATION

This Proxy Statement and the accompanying Notice of Annual Meeting of
Stockholders and the enclosed form of proxy (the "Proxy Card") are being
furnished to the holders (the "Common Stockholders") of common stock, par value
$0.01 per share (the "Common Stock"), and the holders (the "Series B Preferred
Stockholders" and together with the Common Stockholders, the "Stockholders") of
Series B Convertible Participating Preferred Stock, par value $0.01 per share
(the "Series B Preferred Stock") of Jarden Corporation, a Delaware corporation
(the "Company," "we," or "us"), in connection with the solicitation of proxies
by the Board of Directors (the "Board" or "Board of Directors") of the Company
for use at the 2005 Annual Meeting of Stockholders of the Company to be held on
[DAY OF WEEK], May ___, 2005 at 555 Theodore Fremd Avenue, Rye, New York 10580
at 10:00 A.M., local time, and at any adjournment or postponement thereof (the
"Meeting"). These proxy materials are first being sent to Stockholders on or
about May___, 2005. Although the Annual Report and Proxy Statement [are being
mailed together], the Annual Report shall not be deemed to be part of this Proxy
Statement.

At the Meeting, Stockholders will be asked:

2. To consider and vote upon a proposal to approve and adopt the
Jarden Corporation Amended and Restated 2003 Stock Incentive
Plan (the "Amended 2003 Incentive Plan") (Proposal 2);

3. To ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the year ending December
31, 2005 (Proposal 3);

4. To approve an amendment to the Company's Restated Certificate
of Incorporation to increase the number of shares of
authorized Common Stock from 50,000,000 to 150,000,000 shares
("Certificate Amendment No. 1") (Proposal 4);

5. To approve the conversion feature of our Series C Mandatory
Convertible Participating Preferred Stock ("Series C Preferred
Stock") into Series B Preferred Stock and Common Stock and the
issuance of Common Stock as a result of the subsequent
conversion of Series B Preferred Stock (the "Conversion
Proposal") (Proposal 5);

6. To approve an amendment to the Company's Restated Certificate
of Incorporation to amend the definition of "Related Party" in
Section C of Article VIII ("Certificate Amendment No. 2")
(Proposal 6); and

7. To transact such other business as may properly be brought
before the Meeting and any adjournment or postponement
thereof.

The Board of Directors has fixed the close of business on April 28,
2005 as the record date for the determination of Stockholders entitled to notice
of and to vote at the Meeting. As of the record date, each Common Stockholder
will be entitled to one vote for each share of Common Stock held on all matters
to come before the Meeting and may vote in person or by proxy authorized in
writing. Each Series B Preferred Stockholder will be entitled to one vote for
each share of Common Stock into which such holder's shares of Series B Preferred
Stock are convertible as of the close of business on the record date on all
matters to come before the Meeting and may vote in person or by proxy authorized
in writing.

PROXIES AND VOTING

Common Stock and Series B Preferred Stock represented by properly
executed proxies received by the Company and not revoked will be voted at the
Meeting in accordance with instructions contained therein. If the Proxy Card is
signed and returned without instructions, the shares will be voted FOR the
election of each nominee for director named herein (Proposal 1), FOR the
adoption and approval of the Amended 2003 Incentive Plan, FOR the ratification
of the appointment of Ernst & Young LLP as the Company's independent auditors
for the year ending December 31, 2005 (Proposal 3), FOR the approval of
Certificate Amendment No. 1 (Proposal 4), FOR the approval of the Conversion
Proposal (Proposal 5) and FOR the approval of Certificate Amendment No. 2
(Proposal 6).

Voting

Stockholders are requested to complete, sign, date and promptly return
the Proxy Card in the enclosed envelope.

Most beneficial owners whose stock is held in street name do not
receive the Proxy Card. Instead, they receive voting instruction forms from
their bank, broker or other agent. Beneficial owners may also be able to vote by
telephone or the Internet. Beneficial owners should follow the instructions on
the voter instruction form or proxy ballot they receive from their bank, broker
or other agent.

The method of voting used will not limit a Stockholder's right to
attend the Meeting.

Revocation of Proxy

A Stockholder who so desires may revoke his proxy at any time before it
is voted at the Meeting by: (i) delivering written notice to the Company
(attention: Secretary); (ii) timely delivery of a valid, later-dated proxy; or
(iii) casting a ballot at the Meeting. Attendance at the Meeting will not in and
of itself constitute a revocation of a proxy. Beneficial owners who hold their
stock in street name cannot revoke their proxies in person at the Meeting
because the Stockholders of record who have the right to cast the votes will not
be present. If they wish to change their votes after returning voting
instructions, beneficial owners should contact their bank, broker or other agent
before the Meeting to determine whether they can do so.

VOTING ON OTHER MATTERS

If other matters are properly presented at the Meeting for
consideration, the persons named in the proxy will have the discretion to vote
on those matters for you. At the date of this Proxy Statement, we did not know
of any other matters to be raised at the Meeting.

RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE

Only Stockholders as of the close of business on April 28, 2005 (the
"Record Date") are entitled to notice of and to vote at the Meeting and any
adjournments or postponements thereof. As of the Record Date, there were
[29,216,663] shares of Common Stock outstanding and entitled to vote, with each
share entitled to one vote, and [4,096,749] shares of Common Stock issuable upon
conversion of the [128,571] outstanding shares of Series B Preferred Stock. Each
share of Series B Preferred Stock entitles the holder to one vote for each share
of Common Stock into which it is convertible. Accordingly, as of the Record
Date, the total number of votes which may be cast at the Meeting is
[33,313,412]. This number of votes may change on the Record Date as a result of
any change in the amount of Common Stock outstanding as of the Record Date and
the number of shares of Common Stock into which the Series B Preferred Stock is
convertible.

QUORUM; REQUIRED VOTES

The presence at the Meeting, in person or by duly authorized proxy, of
the holders of a majority of the shares of Common Stock and Series B Preferred
Stock, counted as a single class, issued, outstanding and entitled to vote at
the Meeting, shall constitute a quorum for this Meeting.

Abstentions and "broker non-votes" are counted as present and entitled
to vote for purposes of determining whether a quorum exists. A "broker non-vote"
occurs when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that item and has not received voting instructions from the
beneficial owner.

If you are a beneficial stockholder and your broker holds your shares
in its name, the broker is permitted to vote your shares on Proposal 1 and 3
even if the broker does not receive voting instructions from you. Under New York
Stock Exchange ("NYSE") rules, your broker may not vote your shares on Proposals
2, 4, 5 and 6 absent instructions from you. Without your voting instructions on
these items a "broker non-vote" will occur.

The affirmative vote of a plurality of the votes present in person or
represented by proxy and entitled to vote is necessary for the election of
directors (Proposal 1). The affirmative vote of a majority of the votes in
person or represented by proxy entitled to vote is necessary for each of the
adoption and approval of the Amended 2003 Incentive Plan (Proposal 2), the
ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 2005 (Proposal 3) and the
proposal to approve the conversion feature of our Series C Preferred Stock into
Series B Preferred Stock and Common Stock and the issuance of Common Stock as a
result of the subsequent conversion of Series B Preferred Stock (Proposal 5).
The proposal to amend the Company's Restated Certificate of Incorporation to
increase the number of authorized shares (Proposal 4) and the proposal to
approve an amendment to the Company's Restated Certificate of Incorporation to
amend the definition of "Related Party" in Section C of Article VIII (Proposal
6) requires the approval of the Company's Stockholders by the affirmative vote
of a majority of the outstanding shares of Common Stock and Series B Preferred
Stock voting as a single class.

While the shares of Common Stock and Series B Preferred Stock held by
Warburg and Catterton are entitled to vote their shares of Common Stock and
Series B Preferred Stock with respect to Proposal 5, the NYSE has informed us
that such votes by the holders of Common Stock and Series B Preferred Stock will
not count for purposes of obtaining the majority required by NYSE rules.

Since the affirmative vote of a plurality of votes present in person or
represented by proxy and entitled to vote is required for the election of
directors (Proposal 1), abstentions and "broker non-votes" will have no effect
on the outcome of such election. Since the affirmative vote of a majority of the
votes present in person or represented by proxy and entitled to vote is
necessary for the adoption and approval of the Amended 2003 Incentive Plan
(Proposal 2), the ratification of the appointment of independent auditors
(Proposal 3) and the proposal to approve the conversion feature of our Series C
Preferred Stock into Series B Preferred Stock and Common Stock and the issuance
of Common Stock as a result of the subsequent conversion of Series B Preferred
Stock (Proposal 5), abstentions will have the same effect as a negative vote,
but "broker non-votes" will have no effect on the outcome of such matter. Since
the affirmative vote of a majority of the outstanding stock entitled to vote at
the Meeting is required for the proposal to amend the Company's Restated
Certificate of Incorporation to increase the number of authorized shares
(Proposal 4) and the proposal to approve an amendment to the Company's Restated
Certificate of Incorporation to amend the definition of "Related Party" in
Section C of Article VIII. (Proposal 6), abstentions and "broker non-votes" will
have the same effect as a negative vote.

For purposes of the NYSE requirements that the total vote cast on a
plan represent over 50 percent of all outstanding shares, abstentions will count
as a vote cast, but "broker non-votes" will not.

Votes at the Meeting will be tabulated by an inspector of elections
appointed by the Company or the Company's transfer agent.

Warburg Pincus Equity VIII, L.P. and its affiliates (collectively,
"Warburg Pincus") collectively own 612,245 shares, or 2.1%, of Common Stock
outstanding and 110,204 shares, or 85.7%, of Series B Preferred Stock
outstanding. Based on the number of shares of Common Stock into which Warburg
Pincus's Series B Preferred Stock would convert as of April 28, 2005, Warburg
Pincus would be entitled to 4,123,753 votes, which number represents
approximately 12.4% of the shares entitled to vote. Warburg Pincus has agreed
with the Company to vote all of these shares in favor of the adoption of
Proposals 1,2, 3, 4, 5 and 6.

Catterton Partners V, L.P. and its affiliates (collectively,
"Catterton") collectively own 102,041 shares, or 0.3%, of Common Stock
outstanding and 18,367 shares, or 14.3%, of Series B Preferred Stock
outstanding. Based on the number of shares of Common Stock into which
Catterton's Series B Preferred Stock would convert as of April 28, 2005,
Catterton would be entitled to 687,281 votes, which number represents
approximately 2.0% of the shares entitled to vote. Catterton has agreed with the
Company to vote all of these shares in favor of the adoption of Proposals 1,2,
3, 4, 5 and 6.

PROXY SOLICITATION

This solicitation is being made by the Company. All expenses incurred
by the Company in connection with this solicitation will be borne by the
Company. Directors, officers and employees of the Company also may solicit
proxies from Stockholders by mail, telephone, telegram, personal interview or
otherwise. Such directors, officers and employees will not receive additional
compensation, but may be reimbursed for out-of-pocket expenses in connection
with such solicitation. We have retained the proxy solicitation firm of
_______________ to assist us in the distribution and solicitation of proxies. We
will pay ____________ a fee of $________, plus reasonable expenses, for these
services.

In accordance with the regulations of the Securities and Exchange
Commission (the "SEC") and the NYSE, we also will reimburse brokerage firms and
other custodians, nominees and fiduciaries for their reasonable expenses
incurred in sending proxies and proxy materials to beneficial owners of Common
Stock and Series B Preferred Stock as of the Record Date.

LIST OF STOCKHOLDERS

In accordance with Delaware law, a list of Stockholders entitled to
vote at the Meeting will be available at the Meeting and for ten days prior to
the Meeting, between the hours of 10:00 a.m. and 5:00 p.m., local time, at our
offices at 555 Theodore Fremd Avenue, Rye, NY 10580.

NO APPRAISAL RIGHTS

Stockholders will have no rights of appraisal in connection with the
proposals to be considered at the Meeting.

IT IS DESIRABLE THAT AS LARGE A PROPORTION AS POSSIBLE OF THE
STOCKHOLDERS' INTERESTS BE REPRESENTED AT THE MEETING. THEREFORE, EVEN IF YOU
INTEND TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO

DELIVER A PROXY TO ENSURE THAT YOUR STOCK WILL BE REPRESENTED. IF YOU ARE
PRESENT AT THE MEETING AND DESIRE TO DO SO, YOU MAY WITHDRAW YOUR PROXY AND VOTE
IN PERSON BY GIVING WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY. PLEASE
DELIVER YOUR PROXY PROMPTLY.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of our Common Stock and Series B Preferred Stock as of March 25, 2005,
by (i) each person or entity known to us owning beneficially 5% or more of our
Common Stock and Series B Preferred Stock (the holdings of certain unrelated
entities listed below are generally based on shareholdings disclosed in their
public filings), (ii) each of our current directors and nominees for the Board
of Directors, (iii) each of our named executive officers and (iv) all current
directors and executive officers as a group. Unless otherwise noted, shares are
owned directly or indirectly with sole voting and investment power. Unless
otherwise indicated, the address of each person named in the table below is c/o
Jarden Corporation, 555 Theodore Fremd Avenue, Rye, NY 10580.

Common Stock Series B Preferred Stock
------------ ------------------------
Name and Address Percent of
- ---------------- Shares Percent of Shares Series B
Beneficially Common Beneficially Preferred
Owned (1) Stock (2) Owned (1) Stock
---------- --------- --------- -----

Warburg Pincus Private Equity VIII, L.P
466 Lexington Avenue 110,204
New York, NY 10017................................................4,056,120 (3)(4) 12.4% (3) (4) 85.7%

Catterton Partners V, L.P.
599 West Putnam Avenue
Greenwich, CT 06830 .............................................. 676,009 (4)(5) 2.3% 18,367 (4) 14.3%

FMR Corp., Edward C. Johnson 3d, Abigail P. Johnson, as a group
82 Devonshire Street
Boston, MA 02109.................................................. 2,122,950 (6) 7.3% -- --

Friess Associates LLC
115 E. Snow King
Jackson, WY 83001................................................. 1,544,150 (7) 5.3% -- --

Neuberger Berman, Inc. and Neuberger Berman, LLC
605 Third Avenue
New York, NY 10158................................................ 2,117,297 (8) 7.2% -- --

Martin E. Franklin................................................ 2,095,757 (9) 7.2% -- --

Ian G.H. Ashken................................................... 612,440 (10) 2.1% -- --

Rene-Pierre Azria................................................. 37,000 (11) * -- --

Desiree DeStefano................................................. 47,875 (12) * -- --

Douglas W. Huemme................................................. 36,525 (13) * -- --

Charles R. Kaye................................................... -- (14) * -- --

James E. Lillie................................................... 112,927 (15) * -- --

Richard L. Molen.................................................. 5,000 * -- --

Irwin D. Simon.................................................... 36,000 (16) * -- --

J. David Tolbert.................................................. 29,750 * -- --

Robert L. Wood.................................................... 61,000 (17) * -- --

All directors, nominees for directors, and executive officers as a
group (11 persons)................................................ 2,574,336 (18) 8.6% -- --

- ---------------
* Less than 1%

(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any share of Common Stock that such person has the right
to acquire within 60 days.

(2) Percent of class is based on the Common Stock outstanding and entitled
to vote as of March 25, 2005. There were 29,216,663 shares outstanding
and entitled to vote as of March 25, 2005, plus for each named person
the number of shares of Common Stock of which such person is deemed to
have "beneficial ownership" of described in footnote (1).

(3) Based solely on Schedule 13D/A filed with the SEC on January 27, 2005.
The holdings of Warburg Pincus Private Equity VIII, L.P. includes the
holdings of Warburg Pincus Netherlands Private Equity VIII I, C.V. and
Warburg Pincus Germany Private Equity VIII, K.G. Warburg Pincus & Co.
is the sole general partner of each of the funds which hold the Series
B Preferred Stock of record, and Warburg Pincus LLC manages each of
such funds. Includes 3,443,875 shares of Common Stock issuable upon the
full conversion of the 110,204 shares of Series B Preferred Stock
acquired by Warburg Pincus pursuant to the Equity Purchase Agreements.
The foregoing assumes, with respect to the Series B Preferred Shares,
that the Base Liquidation Value in effect at the time of conversion of
the Series B Preferred Shares is $1,000 and the conversion price in
effect is $32.00.

(4) Excludes shares of Common Stock issuable upon conversion of the Series
C Preferred Stock held by such persons. Upon receipt by the Company of
approval of both (i) Proposal 5 and (ii) (A) Proposal 6 or (B) written
waivers of the requirement to receive the approval of Proposal 6 from
the holders of shares of Series C Preferred Stock representing at least
a majority of the then outstanding shares of Series C Preferred Stock
(provided that such waivers shall be deemed to have been granted 31
months following the date on which the aggregate purchase price is
delivered to the Escrow Agent) each share of Series C Preferred Stock
shall automatically convert into shares of both (i) Series B Preferred
Stock and (ii) Common Stock. The Series C Preferred Stock has no
expiration date. See description of Series C Preferred Stock under
Proposal 5 for an explanation of the number of shares of Series B
Preferred Stock and Common Stock into which the Series C Preferred
Stock is convertible.

(5) The holdings of Catterton Partners V, L.P. includes the holdings of
Catterton Partners V Offshore, L.P. and Catterton Coinvest I, L.L.C.
Includes 573,968 shares of Common Stock issuable upon the full
conversion of the 18,367 shares of Series B Preferred Stock acquired by
Catterton pursuant to the Equity Purchase Agreements. The foregoing

assumes, with respect to the Series B Preferred Shares, that the Base
Liquidation Value in effect at the time of conversion of the Series B
Preferred Shares is $1,000.00 and the conversion price in effect is
$32.00.

(6) Based solely on Schedule 13G/A filed with the SEC on February 14, 2005.

(7) Based solely on Schedule 13G filed with the SEC on February 14, 2005.

(8) Based solely on Schedule 13G/A filed with the SEC on February 16, 2005.

(9) Includes 375,002 shares subject to outstanding options to purchase
Common Stock which are exercisable within 60 days. Also includes
499,938 shares of Common Stock held by Mr. Ashken of which Mr. Franklin
disclaims beneficial ownership. Mr. Franklin entered into a voting
agreement, dated as of August 22, 2002, with Mr. Ashken, pursuant to
which Mr. Franklin has the power to vote, or direct the vote, over all
of these 499,938 shares of Common Stock.

(10) Includes 112,502 shares subject to outstanding options to purchase
Common Stock which are exercisable within 60 days. Additionally, Mr.
Ashken entered into a voting agreement, dated as of August 22, 2002,
with Mr. Franklin, pursuant to which Mr. Franklin has the power to
vote, or direct the vote, over 499,938 shares of Common Stock
beneficially owned by Mr. Ashken.

(11) Includes 36,000 shares subject to outstanding options to purchase
Common Stock which are exercisable within 60 days.

(12) Includes 41,875 shares subject to outstanding options to purchase
Common Stock which are exercisable within 60 days.

(13) Includes 34,500 shares subject to outstanding options to purchase
Common Stock which are exercisable within 60 days.

(14) Mr. Charles R. Kaye is a Managing General Partner of Warburg Pincus &
Co. and a Managing Member of Warburg Pincus LLC. Mr. Kaye disclaims
beneficial ownership of any shares beneficially owned by Warburg Pincus
Private Equity VIII, L.P. and its affiliates.

(15) Includes 43,850 shares subject to outstanding options to purchase
Common Stock which are exercisable within 60 days.

(16) Includes 35,000 shares subject to outstanding options to purchase
Common Stock which are exercisable within 60 days.

(17) Includes 58,000 shares subject to outstanding options to purchase
Common Stock which are exercisable within 60 days.

(18) Includes 736,729 shares subject to outstanding options to purchase
Common Stock which are exercisable within 60 days.

INFORMATION REGARDING
BOARD OF DIRECTORS AND COMMITTEES

STATEMENT ON CORPORATE GOVERNANCE

The Company maintains formal corporate governance standards. The
Company has reviewed internally and with the Board of Directors the provisions
of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act"), the rules of the SEC
and the NYSE's corporate governance listing standards regarding corporate
governance policies and processes and is in compliance with the rules and
listing standards. The Company has adopted charters for its Compensation
Committee and Nominating and Policies Committee and implemented a Governance
Principles and Code of Conduct Policy and Business Conduct and Ethics Policy.
Additionally, the Board of Directors recently amended the charter of the Audit
Committee. You can access all of these documents on the "Governance" page of the
Company's website, www.jarden.com, or by writing to us at Jarden Corporation,
555 Theodore Fremd Avenue, Rye, NY 10580, Attention: Investor Relations.

In accordance with NYSE corporate governance listing standards, our
Governance Principles and Code of Conduct Policy requires the Board of Directors
to designate a non-executive lead director to preside over non-executive
sessions and perform any duties more appropriately performed by an independent
director which would otherwise be performed by the Chairman of the Board of
Directors. Irwin D. Simon has been designated as the Lead Independent Director.
The Company's non-management directors meet at least once per year in a
non-executive session without management at which Mr. Simon presides.
Stockholders and other interested parties may communicate with the Company's
Lead Independent Director or the non-management directors as a group either by
writing to Irwin D. Simon, c/o Jarden Corporation, 555 Theodore Fremd Avenue,
Rye, NY 10580 or sending an e-mail to BOD@jarden.com. Any correspondence
received will be forwarded to Mr. Simon promptly.

Our Governance Principles and Code of Conduct Policy requires that a
majority of the directors satisfy the independence requirements of the SEC and
the NYSE. In general, "independent" means that the director shall have no
material relationship with the Company or any member of the senior management of
the Company. In performing their duties, directors must hold themselves free of
any interest, influence or relationship with respect to any activity which could
impair their judgment or objectivity in the course of their service to the
Company. The policy establishes a mandatory retirement age of 70 for independent
directors. It also urges independent directors with more than one year of
service to own at least 1,000 shares of common stock of the Company. The Board
of Directors has determined that a majority of the directors meets the
aforementioned independence standards.

In addition to the foregoing, our Governance Principles and Code of
Conduct Policy also provides for:

o reviewing and approving a succession plan for the Chief
Executive Officer of the Company at least annually;

o the Board of Directors reviewing and assessing its own
performance at least annually; and

o the right of the Board of Directors to hire its own advisors
to assist it in performing its duties without obtaining the
approval of management.

A copy of our Governance Principles and Code of Conduct Policy is set
forth as Annex A to this Proxy Statement.

During 2004, the Board of Directors held nine meetings. The Board of
Directors has standing Compensation, Nominating and Policies, and Audit
Committees. During 2004, each current director attended 75% or more of the
aggregate number of meetings of the Board of Directors and the Committees of the
Board of Directors on which he or she served, which were held during his or her
period of service. The Compensation and Nominating and Policies Committees do
not meet on a regular basis, but only as circumstances require. The Company does
not have a formal policy as to Board of Director attendance at our annual
meetings of Stockholders. Only Messrs. Franklin and Ashken attended our last
annual meeting.

COMPENSATION COMMITTEE

The Compensation Committee reviews recommendations for executive
compensation, including incentive compensation and stock option plans and makes
recommendations to the Board of Directors concerning levels of executive
compensation and adoption of incentive and stock option plans. The Compensation
Committee consists of Messrs. Molen (Chairman), Simon and Wood. The Compensation
Committee met seven times during 2004.

NOMINATING AND POLICIES COMMITTEE

The purpose of the Nominating and Policies Committee is to identify,
evaluate and nominate qualified candidates for election to the Board of
Directors. The Nominating and Policies Committee considers all qualified
candidates identified by members of the committee, by other members of the Board
of Directors and by senior management. The Nominating and Policies Committee
will also consider nominees recommended by Stockholders. The names, resume and
biographical information of such nominees should be forwarded to Ian G.H.
Ashken, Secretary, Jarden Corporation, 555 Theodore Fremd Avenue, Rye, New York
10580, who will submit them to the committee for its consideration. See the
section titled "Other Matters - Proposals by Stockholders" for more information
on Stockholder nominations of candidates for election to the Board of Directors.

The Nominating and Policies Committee is also responsible for
developing and recommending to the Board of Directors a set of corporate
governance principles and periodically reviewing and reassessing the adequacy of
those principles and recommending any proposed changes to the Board of Directors
for approval, and advising the Board of Directors on corporate governance
matters as they arise.

The Nominating and Policies Committee evaluates all candidates for
director, regardless of the person or firm recommending such candidate, on the
basis of the length and quality of their business experience, the applicability
of such candidate's experience to the Company and its business, the skills and
perspectives such candidate would bring to the Board of Directors and the
personality or "fit" of such candidate with existing members of the Board of
Directors and management.

All members of the Board of Directors should possess the following
minimum qualifications as determined by the Nominating and Policies Committee:
fundamental qualities of intelligence, honesty, perceptiveness, good judgment,
maturity, high ethics and standards, integrity, fairness and responsibility;
have a genuine interest in Jarden; be committed to enhancing stockholder value;
and have the ability and willingness to spend the time required to function
effectively as a director of Jarden.

Based on its assessment of each candidate's independence, skills and
qualifications and the criteria described above, the Nominating and Policies
Committee will make recommendations regarding potential director candidates to
the Board of Directors.

The Nominating and Policies Committee consists of Messrs. Huemme
(Chairman), Molen and Simon. All of the members of the Nominating and Policies
Committee meet the independence standards contained in the NYSE corporate
governance rules. The Nominating and Policies Committee met once during 2004.

AUDIT COMMITTEE

The Audit Committee consists of Mr. Azria (Chairman), Mr. Huemme and
Mr. Wood. Each of the Audit Committee members satisfies the definition of
independent director as established in the NYSE corporate governance listing
standards. In accordance with Section 407 of the Sarbanes-Oxley Act, the Board
of Directors determined Mr. Azria to be a "Financial Expert," as defined in Item
401(h)(2) of Regulation S-K of the SEC, or any successor provision. The duties
of the Audit Committee are to: (a) recommend for nomination by the Board of
Directors the registered public accounting firm who shall conduct the annual
audit of the Company; (b) assist the Board of Directors in fulfilling its
fiduciary responsibilities relating to corporate accounting and reporting
practices through review of accounting principles, policies, and changes
thereto, financial statements, and general financial disclosure procedures; (c)
maintain, through periodic meetings, a direct line of communication with the
independent accountants to provide for exchanges of views and information; and
(d) review management's evaluation of the adequacy of the Company's internal
control structure and the extent to which major recommendations made by the
independent accountants have been implemented. The number of meetings held
during the year is set forth in the "Report of the Audit Committee," included in
this Proxy Statement. The Audit Committee is governed by a written charter
approved by the Board of Directors, which may be amended from time to time, a
copy of which is set forth as Annex B to this Proxy Statement. The Charter is
reviewed and reassessed by the Audit Committee and approved by the Board of
Directors as needed but at least annually.

Section 301 of the Sarbanes-Oxley Act requires the Audit Committee to
establish procedures for the receipt, retention and treatment of complaints
received by the Company from its employees regarding perceived questionable
accounting or auditing matters. The Company uses an independent third party to
provide an 800 number for the receipt, recording and transcription of any
complaints received.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting

process, including the systems of internal accounting control. In fulfilling its
oversight responsibilities, the Audit Committee reviewed the audited financial
statements in the Annual Report with management including a discussion of the
quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the
financial statements.

The Audit Committee has met and reviewed with the independent
registered public accounting firm, who is responsible for expressing an opinion
on the conformity of the Company's audited financial statements with generally
accepted accounting principles, their judgments as to the quality, not just the
acceptability, of the Company's accounting principles and such other matters as
are required to be discussed with the Audit Committee under generally accepted
auditing standards, including Statement on Auditing Standards No. 61 (as amended
by Statement on Auditing Standards No. 90) and the assessment of the Company's
internal control over financial reporting. In addition, the Audit Committee has
discussed with the independent registered accounting firm the auditors'
independence from management and the Company, including the matters in the
written disclosures required by the Independence Standards Board No. 1
(Independent Discussions with Audit Committees). The Audit Committee also has
considered whether the independent registered public accounting firm's
provisions of non-audit services to the Company is comparable with the auditors'
independence.

The Audit Committee discussed with the Company's independent auditors
the overall scope and plans for their respective audits. The Audit Committee
meets with the independent auditors, with and without management present, to
discuss the results of their examination, and the overall quality of the
Company's financial reporting processes, the evaluation of the Company's
internal accounting controls, and the overall quality of the Company's financial
reporting. The Audit Committee held five meetings during 2004.

In reliance on the reviews and discussions referred to above, the Audit
Committee reviewed and, together with the other members of the Board of
Directors, approved for filing with the SEC the Annual Report on Form 10-K for
the year ended December 31, 2004, which includes audited financial statements
for such year. The Audit Committee and the Board of Directors have also
recommended the selection of the Company's independent auditors for 2005.

Respectfully submitted. Audit Committee
Rene-Pierre Azria, Chairman
Douglas W. Huemme
Robert L. Wood

The Report of the Audit Committee does not constitute soliciting
material, and shall not be deemed to be filed or incorporated by reference in to
any other Company filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates the Report of the Audit Committee by reference
therein.

COMPENSATION OF DIRECTORS

Directors who are also employees of the Company receive no additional
compensation for their service on the Board or on any Board committee. In 2004,
non-employee directors received a flat retainer

of $26,000 per year, payable quarterly. This retainer was increased to $36,000
for 2005. In 2004, the chairman of each of the Audit, Compensation and
Nominating and Policies Committees received an additional $5,000. In 2005, the
chairman for each of these three committees will continue to receive an
additional $5,000. In 2004, each member of any Board committee, who is not also
the chairman, received an additional $1,000 per year. In 2005, each member of
any Board committee, who is not also the chairman, should receive an additional
$1,000 per year. In 2005, the Lead Independent Director of the Board of
Directors should receive an additional $5,000 per year.

Non-employee directors of the Company are also eligible to receive
stock option grants under the Company's 2003 Stock Incentive Plan. On May 17,
2004, each of the then non-employee directors of the Company was granted options
to purchase 7,500 shares of Common Stock under the 2003 Stock Incentive Plan.
The exercise price for each share of Common Stock subject to the option granted
to each such director is equal to the fair market value of a share of Common
Stock on the date such option was granted. The foregoing options expire ten
years after the date they are granted. In 2005, the Company intends to grant
each of the non-employee directors up to 7,500 shares of stock consisting of a
combination of options to purchase shares of Common Stock or shares of
restricted stock under the Amended 2003 Incentive Plan. See Proposal 2 for a
complete description of the Amended 2003 Incentive Plan.

During the fiscal year ended December 31, 2004, options to purchase an
aggregate of 37,500 shares of the Company's common Stock were granted pursuant
to the 2003 Stock Incentive Plan to non-employee directors serving on the Board
of Directors during 2004.

INDEMNIFICATION

We indemnify our directors and elected officers to the fullest extent
permitted by law so that they will be free from undue concern about personal
liability in connection with their service to the Company. This is required
under our Bylaws.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

To the knowledge of the Company, no director, executive officer, or
person nominated to become a director or executive officer has within the last
five years: (i) had a bankruptcy petition filed by or against, or a receiver,
fiscal agent or similar officer appointed by a court for, any business or
property of such person or entity with respect to which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (ii) been convicted in a criminal
proceeding or is currently subject to a pending criminal proceeding (excluding
traffic violations or other minor offenses); (iii) been subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in the following
activities: (a) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in securities, or as an
affiliated person, director or employee of any investment company, bank, savings
and loan association or insurance company, or engaging in or continuing any
conduct or practice in connection with such activity; (b) engaging in any type
of business

practice; or (c) engaging in any activity in connection with the purchase or
sale of any security or commodity or in connection with any violation of federal
or state securities laws or federal commodities laws; (iv) was the subject of
any order, judgment or decree, not subsequently reversed, suspended or vacated,
of any federal or state authority barring, suspending or otherwise limiting for
more than 60 days the right of such person to engage in any activity described
above under this Item, or to be associated with persons engaged in any such
activity; and (v) been found by a court of competent jurisdiction (in a civil
action), the SEC or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.

THE COMPANY IS NOT AWARE OF ANY MATERIAL PROCEEDINGS TO WHICH ANY
DIRECTOR, EXECUTIVE OFFICER OR AFFILIATE OF THE COMPANY, OR ANY SECURITY HOLDER,
INCLUDING ANY OWNER OF RECORD OR BENEFICIALLY OF MORE THAN 5% OF ANY CLASS OF
THE COMPANY'S VOTING SECURITIES, IS A PARTY ADVERSE TO THE COMPANY OR HAS A
MATERIAL INTEREST ADVERSE TO THE COMPANY.

PROPOSAL 1

ELECTION OF DIRECTORS

The Restated Certificate of Incorporation of the Company, as amended,
provides that the maximum number of directors shall be nine and the minimum
number shall be two. The Bylaws of the Company provides that the number of
members constituting the entire Board of Directors is nine. Warburg Pincus has
the right to designate one person for the Board of Directors to nominate, and
Charles R. Kaye is its designee. There are currently eight members of the Board
of Directors. The Board of Directors of the Company is divided into three
classes of directors having staggered three-year terms of office. At each annual
meeting of Stockholders, the successor of each director whose term expires at
that annual meeting is elected to hold office for a term expiring at the annual
meeting of Stockholders held in the third year following the year of his or her
election, or until his or her successor has been elected and qualified in
accordance with the Company's Restated Certificate of Incorporation, as amended,
and Bylaws. Pursuant to the Restated Certificate of Incorporation, as amended,
in general, any vacancies on our Board of Directors resulting from death,
resignation, disqualification, removal or other cause may be filled by an
affirmative vote of a majority of the remaining directors then in office.

The terms of office of the Class III Directors, including Douglas W.
Huemme, Robert L. Wood, and Irwin D. Simon, expire at this Meeting and each of
Messrs. Huemme, Wood and Simon are nominated for reelection. The terms of office
of the Class I Directors, including Martin E. Franklin and Rene-Pierre Azria,
expire at the 2006 annual meeting. Charles R. Kaye was appointed to fill a
vacancy on the Board of Directors in January 2005 pursuant to the terms of the
Purchase Agreement (as described in Proposal 5) created by the retirement of
Lynda W. Popwell. See Proposal 5 for a further description of the Purchase
Agreement. The terms of office of the Class II Directors, including Ian G.H.
Ashken, Richard L. Molen and Charles R. Kaye, expire at the 2007 annual meeting.
There are no family relationships among any of the directors or executive
officers of the Company.

Unless otherwise specified, each proxy received will be voted for the
election as directors of the three nominees named below to serve until the 2008
annual meeting or until their successors shall have been duly elected and
qualified. Each of the nominees has consented to be named a nominee in the Proxy
Statement and to serve as a director if elected. Should any nominee become
unable or unwilling to accept a nomination or election, the persons named in the
enclosed proxy will vote for the election of a nominee designated by the Board
of Directors or will vote for such lesser number of directors as may be
prescribed by the Board of Directors in accordance with the Bylaws of the
Company. At present, it is anticipated that each nominee will be a candidate.

THE FOLLOWING PERSONS HAVE BEEN NOMINATED AS CLASS III DIRECTORS:

Director
Name Age Since Business Experience
- ---- --- ----- -------------------

Douglas W. Huemme 63 1999 Mr. Huemme was Chairman and Chief Executive Officer of Lilly Industries,
Inc., an industrial coating and specialty chemical company, from 1990
until his retirement in December 2000. He also served as President of
Lilly Industries, Inc. from 1990 until April 1999.

Robert L. Wood 49 2000 Mr. Wood joined Crompton Corporation, a global producer and marketer of
polymer products and specialty chemicals, as President and Chief
Executive Officer in January 2004. From 1977 to January 2004, Mr. Wood
worked for The Dow Chemical Company, serving from November 2000 until
January 2004 as Business Group President for Thermosets and Dow
Automotive. From May 1997 until November 2000 he served as Business Vice
President for Polyurethanes. From October 1995 until May 1997 he acted
as Business Vice-President for Engineering Plastics.

Irwin D. Simon 46 2002 Mr. Simon is the Chairman, Chief Executive Officer and President of Hain
Celestial Group, Inc., a marketer and distributor of natural, organic and
specialty food products and a NASDAQ company ("Hain"). Mr. Simon was
appointed Chief Executive Officer and President of Hain in May 1993 and
subsequently appointed Chairman of the Board of Directors of Hain in
April 2000. From December 1990 through December 1992, Mr. Simon was
employed in various marketing capacities with Slim-Fast Foods Company
("Slim Fast"), a national marketer of meal replacement and weight loss
food supplements. Mr. Simon also serves as a director of Technology
Flavors & Fragrances, Inc. and other privately held companies.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" EACH OF THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS TO SERVE AS CLASS
III DIRECTORS.

THE TERMS OF THE FOLLOWING CLASS I DIRECTORS EXPIRE AT THE 2006 ANNUAL MEETING:

Director
Name Age Since Business Experience
- ---- --- ----- -------------------

Martin E. Franklin 40 2001 Mr. Franklin is Chairman and Chief Executive Officer of the Company. Mr.
Franklin was appointed to the Board of Directors on June 25, 2001 and
became Chairman and Chief Executive Officer effective September 24, 2001.
Mr. Franklin is also a principal and executive officer of a number of
private investment entities. Mr. Franklin was the Chairman of the Board of
Directors of Bolle Inc. from February 1997 until February 2000. Mr.
Franklin has previously held positions as Chairman and Chief Executive
Officer of Lumen Technologies, Inc. from May 1996 to December 1998, and
Benson Eyecare Corporation from October 1992 to May 1996. Since January
2002, Mr. Franklin has served as the non-executive Chairman of the Board
and a director of Find/SVP, Inc., a Nasdaq OTC Bulletin Board company.
Mr. Franklin also serves as a director of Apollo Investment Corporation.

Rene-Pierre Azria 48 2002 Mr. Azria is a Managing Director of Rothschild, Inc., an investment bank,
and has over twenty years of corporate finance experience, working
generally on large size transactions with a high degree of complexity.
His industry experience is concentrated in technology, media and
telecommunications, and also includes healthcare and consumer goods.
Prior to joining Rothschild, Inc. in 1996, Mr. Azria served as Managing
Director of Blackstone Indosuez and President of Financiere Indosuez in
New York. Mr. Azria also serves as a director of two privately held
companies.

THE TERMS OF THE FOLLOWING CLASS II DIRECTORS EXPIRE AT THE 2007 ANNUAL MEETING:

Director
Name Age Since Business Experience
- ---- --- ----- -------------------

Ian G.H. Ashken 44 2001 Mr. Ashken is Vice Chairman, Chief Financial Officer and Secretary of the
Company. Mr. Ashken was appointed to the Board of Directors on June 25,
2001 and became Vice Chairman, Chief Financial Officer and Secretary
effective September 24, 2001. Mr. Ashken is also a principal and
executive officer of a number of private investment entities. Mr. Ashken
was the Vice Chairman of the Board of Directors of Bolle Inc. from
December 1998 until February 2000. From February 1997 until his
appointment as Vice Chairman, Mr. Ashken was the Chief Financial Officer
and a director of Bolle, Inc. Mr. Ashken previously held positions as
Chief Financial Officer and a director of Lumen Technologies, Inc. from
May 1996 to December 1998 and Benson Eyecare Corporation from October
1992 to May 1996.

Richard L. Molen 64 1993 Mr. Molen was the Chairman, President and Chief Executive Officer of
Huffy Corporation, a sporting goods company, from September 1994 until
his retirement in December 1997. Mr. Molen served as President and Chief
Executive Officer of Huffy Corporation since April 1993, and had served
on its Board of Directors since June 1984.

Charles R. Kaye 41 2005 Mr. Kaye is Co-President of Warburg Pincus LLC, where he has spent 19
years working as a private equity investor. Mr. Kaye is a member of the
Council on Foreign Relations. He is also a director of the United
Nations Association of the United States of America and of the US-India
Business Council, as well as a trustee of the Asia Society.

EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth the name, age and position of each of
our executive officers as of March 25, 2005. The executive officers of the
Company are appointed by and serve at the discretion of the Board of Directors
of the Company.

NAME AGE POSITION
- ---- --- --------

Martin E. Franklin 40 Chairman and Chief Executive Officer
Ian G.H. Ashken 44 Vice Chairman, Chief Financial Officer and Secretary
James E. Lillie 43 President and Chief Operating Officer
Desiree DeStefano 37 Executive Vice President of Finance and Treasurer
J. David Tolbert 44 Senior Vice President, Human Resources and Corporate
Risk

See the table of nominees for election as directors for biographical
data with respect to Martin E. Franklin and Ian G.H. Ashken. See the narrative
description of the employment agreements for Martin E. Franklin, Ian G.H.
Ashken, James E. Lillie, Desiree DeStefano and J. David Tolbert for further
terms with respect to the terms of their respective positions and employment.

JAMES E. LILLIE. Mr. Lillie is President and Chief Operating Officer of
the Company. Mr. Lillie joined the Company in August 2003 as Chief Operating
Officer and assumed the additional title and responsibilities of President
effective January 2004. From 2000 to 2003, Mr. Lillie served as Executive Vice
President of Operations at Moore Corporation, Limited, a diversified commercial
printing and business communications company. From 1999 to 2000, Mr. Lillie
served as Executive Vice President of Operations at Walter Industries, Inc., a
Kohlberg, Kravis, Roberts & Company ("KKR") portfolio company. From 1990 to
1999, Mr. Lillie held a succession of managerial human resources, manufacturing,
finance and operations positions at World Color, Inc., another KKR portfolio
company.

DESIREE DESTEFANO. Ms. DeStefano is Executive Vice President of Finance
and Treasurer of the Company. From 2003 to January 2005, Ms. DeStefano served as
Senior Vice President of the Company. Ms. DeStefano joined the company as Chief
Transition Officer and Vice President in 2001. From 2000 to 2001, Ms. DeStefano
served as Chief Financial Officer of Sports Capital Partners, a private equity
investment fund. Ms. DeStefano served as Vice President of Bolle, Inc. from 1998
to 2000. From 1996 to 1998, Ms. DeStefano was Vice President of Lumen
Technologies, Inc. and prior to that, Ms. DeStefano held similar positions at
Benson Eyecare Corporation and was an audit senior at Price Waterhouse LLP.

J. DAVID TOLBERT. Mr. Tolbert is Senior Vice President, Human Resources
and Corporate Risk of the Company. From October 1998 to January 2005, Mr.
Tolbert served as Vice President, Human Resources and Administration of the
Company. From April 1997 to October 1998, Mr. Tolbert served as Vice President,
Human Resources and Corporate Risk of the Company. From October 1993 to April
1997, Mr. Tolbert served as Director of Human Resources of the Company. Since
joining Ball Corporation in 1987, Mr. Tolbert served in various human resource
and operating positions of Ball's and the Company's former Plastic Packaging
division.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following summary compensation table sets forth information
concerning the annual and long-term compensation earned by the Company's chief
executive officer and four other executive officers of the Company whose annual
salary and bonus during fiscal 2004 exceeded $100,000 (collectively, the "Named
Executive Officers").

LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
RESTRICTED STOCK SECURITIES
AWARD(S) ($) (2) UNDERLYING LTIP ALL OTHER
OPTIONS/ PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS SARS (#) ($) (3) ($) (4)
($)(1)
- ----------------------------------------------------------------------------------------------------------------------------

Martin E. Franklin (5) 2004 850,000 1,678,750 21,302,250 -- -- 151,721
Chairman and Chief Executive 2003 648,931 1,273,931 8,706,000 -- -- 26,637
Officer 2002 460,769 1,460,769 772,500 750,000 -- 38,704

Ian G.H. Ashken (6) 2004 450,000 888,750 8,188,800 -- -- 107,783
Vice Chairman, Chief Financial 2003 375,974 813,974 3,177,000 -- -- 19,526
Officer and Secretary 2002 281,538 818,538 309,000 225,000 -- 27,961

James E. Lillie (7) 2004 400,000 490,000 332,100 25,000 -- 14,534
President and Chief Operating 2003 144,231 144,231 997,500 150,000 -- 12,823
Officer 2002 -- -- -- -- -- --

Desiree DeStefano (8) 2004 193,269 213,063 -- 40,000 -- 13,379
Executive Vice President of 2003 140,385 210,000 -- 7,500 -- 9,908
Finance and Treasurer 2002 113,750 200,000 -- 75,000 -- 6,957

J. David Tolbert (9) 2004 175,000 102,375 -- 17,500 -- 12,193
Senior Vice President, Human 2003 163,615 81,808 -- 4,500 -- 11,442
Resources and Corporate Risk 2002 149,815 72,286 -- 45,000 152,021 50,332

(1) The amounts shown in the Bonus column include operating bonuses and
discretionary performance based bonuses. Such amounts in 2002 also
included transaction bonuses paid to Mr. Franklin, Mr. Ashken and Ms.
DeStefano following the acquisition of the business of Tilia
International, Inc. The Company has subsequently discontinued its policy
of paying transaction bonuses to its Named Executive Officers.

(2) The amounts shown in the Restricted Stock Award(s) column for 2002
represent the value of restricted stock awarded to certain of the Named
Executive Officers pursuant to the 1998 Long-Term Equity Incentive Plan in
2002. The value was based upon the $5.15 per share fair market value of
our Common Stock on the date of the award. Pursuant to their respective
restricted stock award agreements, as amended, the 150,000 and 60,000
shares of restricted stock awarded to Messrs. Franklin and Ashken, in
2002, respectively, have vested.

The amounts shown in the Restricted Stock Award(s) column for 2003
represent the value of restricted stock awarded to

certain of the Named Executive Officers pursuant to the 2003 Stock
Incentive Plan. On May 8, 2003, Messrs. Franklin and Ashken received
awards of 225,000 shares and 75,000 shares of restricted stock,
respectively, valued at $20.36 per share, in each case based upon the fair
market value of the Company's common stock on the date of the award. On
August 8, 2003, Mr. Lillie received an award of 52,500 shares of
restricted stock valued at $19.00 per share, based upon the fair market
value of the Company's common stock on the date of the award. On November
23, 2003, Messrs. Franklin and Ashken received awards of 150,000 shares
and 60,000 shares of restricted stock, respectively, valued at $27.50 per
share, in each case based upon the fair market value of the Company's
common stock on the date of the award. Pursuant to their respective
restrictive stock award agreements, as amended, all shares of restricted
stock awarded to Messrs. Franklin, Ashken and Lillie have vested.

The amounts shown in the Restricted Stock Award(s) column for 2004
represent the value of restricted stock awarded to certain of the Named
Executive Officers pursuant to the 2003 Stock Incentive Plan. On May 8,
2003, Messrs. Franklin, Ashken and Lillie received awards of 100,000
shares, 30,000 shares and 15,000 shares of restricted stock, respectively,
valued at $33.21 per share, in each case based upon the fair market value
of the Company's common stock on the date of the award. On October 25,
2004, Messrs. Franklin and Ashken received awards of 525,000 shares and
210,000 shares of restricted stock, respectively, valued at $34.25 per
share, in each case based upon the fair market value of the Company's
common stock on the date of the award. The restrictions on all of these
shares have lapsed.

(3) In connection with the termination of the Company's 1998 Performance Share
Plan in 2003, all outstanding payouts under such plan were made.
Accordingly, on July 25, 2002, Mr. Tolbert received a payout of 11,664
shares under the 1998 Performance Share Plan having a fair market value of
$13.03 per share.

(4) As permitted by rules established by the SEC, no amounts are shown with
respect to certain "perquisites" where such amounts do not exceed in the
aggregate the lesser of $50,000 or 10% of base salary plus bonus. The
amounts shown in the All Other Compensation column for 2004 are comprised
as follows:

Mr. Franklin - Company-provided life insurance and long-term disability
premiums, $2,234; imputed taxable income on individual life and disability
policies, $116,187; the Company's match and additional contribution on the
employee's 401(k) contribution, $12,300; and financial consulting fees
paid by the Company, $21,000.

Mr. Ashken - Company-provided life insurance and long-term disability
premiums, $2,234; imputed taxable income on individual life and disability
policies, $89,524; the Company's match and additional contribution on the
employee's 401(k) contribution, $12,300; and financial consulting fees
paid by the Company, $3,725.

Mr. Lillie - Company-provided life insurance and long-term disability
premiums, $2,234; and the Company's match and additional contribution on
the employee's 401(k) contribution, $12,300.

Ms. DeStefano - Company-provided life insurance and long-term disability
premiums, $1,783; and the Company's match and additional contribution on
the employee's 401(k) contribution, $11,596.

Mr. Tolbert - Company-provided life insurance and long-term disability
premiums, $1,693; and the Company's match and additional contribution on
the employee's 401(k) contribution, $10,500.

(5) Mr. Franklin was appointed Chairman and Chief Executive Officer in
September 2001. Effective January 1, 2002, the Company entered into an
employment agreement with Mr. Franklin. This agreement was amended and
restated effective October 1, 2003. This agreement was further amended and
restated in 2005. See "Employment Agreements," below.

(6) Mr. Ashken was appointed Vice Chairman, Chief Financial Officer and
Secretary in September 2001. Effective January 1, 2002, the Company
entered into an employment agreement with Mr. Ashken. This agreement was
amended and restated effective October 1, 2003. This agreement was further
amended and restated in 2005. See "Employment Agreements," below.

(7) Mr. Lillie joined the Company as Chief Operating Officer in August 2003
and assumed the additional title and responsibilities of President
effective January 2004. The Company entered into an employment agreement
with Mr.

Lillie effective August 4, 2003. This agreement was amended and restated
in 2005. See "Employment Agreements," below.

(8) Ms. DeStefano joined the Company in November 2001 and was appointed Senior
Vice President of the Company in February 2003. The Company entered into
an employment agreement with Ms. DeStefano effective May 3, 2004.
Effective as of January 24, 2005, Ms. DeStefano assumed the new title of
Executive Vice President of Finance and Treasurer. See "Employment
Agreements," below.

(9) Mr. Tolbert joined the Company May 1987 and was appointed Vice President,
Human Resources and Administration in October 1998. The Company's
employment agreement with Mr. Tolbert, dated as of January 1, 2002, was
renewed for one year in January 1, 2005 and is subject to an annual
renewal provision. Effective as of January 24, 2005, Mr. Tolbert assumed
the new title of Senior Vice President of Human Resources and Corporate
Risk. See "Employment Agreements," below.

OPTIONS GRANTED IN 2004

POTENTIAL REALIZABLE VALUE
AT ASSUMED RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (1)
--------------------------------------------------------------------------------------

NUMBER OF PERCENTAGE
SECURITIES OF TOTAL
UNDERLYING OPTIONS
UNEXERCISED GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION
NAME GRANTED FISCAL 2004 SHARE ($) DATE 5% ($) 10% ($)
----------------------------------------------------------------------------------------------------------------

Martin E. Franklin --- --- --- --- --- ---
Ian G.H. Ashken --- --- --- --- --- ---
James E. Lillie 25,000 5.33% 28.33 1/02/2014 445,415 1,128,768
Desiree DeStefano 40,000 8.52% 32.85 7/23/2014 826,368 2,094,178
J. David Tolbert 17,500 3.73% 32.85 7/23/2014 361,536 916,203

- -------------
(1) The dollar amounts under these columns are the result of calculation at
the 5% and 10% rates set by the SEC and therefore are not intended to
forecast possible future appreciation, if any, in the market value of
our Common Stock.

AGGREGATE OPTION EXERCISES IN 2004 AND 2004 YEAR END OPTION VALUES

The following table contains certain information regarding options to
purchase Common Stock held as of December 31, 2004, by each of the Named
Executive Officers. The stock options listed below were granted without tandem
stock appreciation rights and without freestanding stock appreciation rights
outstanding.

VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS AT DECEMBER 31,
OPTIONS AT 12/31/04 2004 ($) (1)
-------------------------------------------------------------
SHARES
ACQUIRED ON VALUE NON- NON-
NAME EXERCISE REALIZED ($) EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
------------------------------------------------------------------------------------------------------------------

Martin E. Franklin --- --- 375,002 374,998 11,452,561 11,452,439
Ian G.H. Ashken --- --- 112,502 112,498 3,435,811 3,435,689
James E. Lillie --- --- 37,500 137,500 916,500 3,127,250
Desiree DeStefano --- --- 39,375 83,125 1,290,450 1,804,950
J. David Tolbert 32,625 901,091 29,250 54,625 1,039,377 1,401,923

- -------------
(1) Before taxes. The dollar value reported is based on the difference
between the exercise price of the option outstanding and the market
price of Common Stock at the close of trading on December 31, 2004. The
closing market price on that date was $43.44 per share.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information regarding compensation
plans under which equity securities of the Company are authorized for issuance
as of December 31, 2004:

NUMBER OF SECURITIES TO WEIGHTED-AVERAGE
BE ISSUED EXERCISE PRICE OF NUMBER OF
UPON EXERCISE OUTSTANDING SECURITIES
PLAN CATEGORY OF OUTSTANDING OPTIONS, OPTIONS, WARRANTS AVAILABLE FOR
WARRANTS, AND RIGHTS AND RIGHTS (1) FUTURE ISSUANCE
- ---------------------------------------- -------------------------- --------------------- ---------------------

EQUITY COMPENSATION PLANS APPROVED BY
SECURITY HOLDERS:
2003 Stock Incentive Plan 972,497 $ 27.77 492,227
2003 Employee Stock Purchase Plan Not Applicable Not Applicable 452,058
2001 Stock Option Plan, as amended 330,000 10.20 0
1998 Long-Term Equity Incentive Plan,
as amended and restated 812,111 11.10 0
1993 Stock Option Plan 619,623 12.68 0

EQUITY COMPENSATION PLANS NOT APPROVED
BY SECURITY HOLDERS:
None Not Applicable Not Applicable Not Applicable
-------------------------- --------------------- ---------------------
TOTAL 2,734,231 $ 17.28 944,285
========================== ===================== =====================

- -------------
(1) This column contains information regarding stock options only; there are no
warrants or rights outstanding.

For a description of the equity compensation plans above, see Note 11.
of Item 8. Financial Statements and Supplementary Data appearing in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2004.

REPORT ON EXECUTIVE COMPENSATION BY THE COMPENSATION COMMITTEE

Introduction

The Company's Compensation Committee of the Board (the "Committee")
establishes the salaries and other compensation of the executive officers of the
Company, including its Chairman and CEO and other Named Executive Officers. The
Committee consists of three independent directors, all of whom have considerable
experience in executive compensation issues and management development. No
member of the Committee has ever been an officer or employee of the Company, nor
is there a direct or indirect relationship between any of the members of the
Committee and any of the Company's executive officers. The Committee operates
under a written charter adopted by the Board of Directors which is available at
the Company's web site at www.jarden.com under the "Governance" tab.

Pursuant to this Committee's charter, this Committee's authority
generally includes the authority to do each of the following:

o To assist the Board of Directors in developing and evaluating potential
candidates for executive positions, including the CEO, and to oversee
the development of executive succession plans.

o To review and approve corporate goals and objectives with respect to
compensation for the Company's CEO, evaluate the Chief Executive
Officer's performance in light of those goals and objectives, and,
either as a committee or together with the other independent directors,
determine and approve the CEO's compensation level based on this
evaluation. In determining the long-term incentive component of the
CEO's compensation, the Committee shall consider the Company's
performance and relative stockholder return, the value of similar
incentive awards to chief executive officers at comparable companies,
and the awards given to the Company's CEO in past years.

o To make recommendations to the Board of Directors with respect to
non-CEO compensation, incentive-compensation plans and equity based
plans. The Committee shall also provide oversight of management's
decisions concerning the performance and compensation of other Company
officers.

o To review the Company's incentive compensation and other stock-based
plans and recommend changes in such plans to the Board of Directors as
needed. The Committee shall have and shall exercise all the authority
of the Board of Directors with respect to the administration of such
plans.

o To produce this compensation committee report on executive compensation
to be included in the Company's proxy statement.

o To review on an annual basis director compensation and benefits.

The Committee shall have authority to retain such compensation
consultants, outside counsel and other advisors as the Committee may deem
appropriate in its sole discretion.

In 2004, the Company maintained the 2003 Stock Incentive Plan to
incentivize executive officers and other key employees. See "2003 Stock
Incentive Plan," below.

The Committee has approved a compensation philosophy for the Company,
which is described below.

Executive Compensation Philosophy

We continued to examine and refine our compensation philosophy and
strategy throughout the fiscal year as part of our ongoing efforts to strengthen
our corporate governance processes. The Committee's guiding principle is to
assure that the Company's compensation and benefits policies attract and retain
the key employees necessary to support the Company's growth and success, both
operationally and strategically. This principle guides the design and
administration of compensation and benefits programs for the Company's officers,
other executives and the general workforce. The total compensation package,
which includes base salary, incentive compensation and other incentive
opportunities in the form of grants under the Company's stock incentive plans,
is designed to allow the Company to attract, motivate, and retain top-quality
executives. Such principles are accomplished by linking management's
compensation to the Company's success in creating value for its Stockholders.

In connection with the Company's acquisition of American Household,
Inc. ("American Household"), the Committee retained an outside consultant to
provide independent, expert advice on compensation to its principal executive
officers. The levels of compensation at competitive companies,

derived from compensation surveys provided by the outside consultant, were used
for comparison in establishing the Company's overall compensation plan for
certain executive officers.

Cash Compensation

For 2004, base salaries for certain of the Company's executive officers
were established pursuant to their respective employment agreements, while
target performance incentive compensation participation rates (percentage of
base salary) for certain of the Company's executive officers were established or
fixed by the Committee. Target incentive participation rates are established and
reviewed based upon factors such as Jarden's performance and growth, achievement
of specific financial goals and increases to stockholder equity, a subjective
determination of the executive's past performance and expected future
contributions to Jarden, and aggregate compensation of persons holding similar
positions with comparable companies in the industry. Base salary and incentive
compensation (total cash compensation) earned in 2004 by the Named Executive
Officers are reflected in the "Salary" and "Bonus" columns in the Summary
Compensation Table.

2003 Stock Incentive Plan

The 2003 Stock Incentive Plan is designed to give the Board of
Directors discretion and flexibility in designing incentive compensation
packages to align the goals of management with those of our stockholders and to
motivate executive officers and key employees to improve the operations of the
Company, thereby maximizing Stockholder value. Pursuant to this plan, the Board
of Directors may issue to employees, officers, directors, consultants,
independent contractors and advisors of the Company and its subsidiaries
incentive stock options, nonqualified stock options, restricted stock and stock
bonuses. The specific types and size of awards to be granted (other than options
granted to non-employee directors) and the terms and conditions of such awards
are determined by the Committee subject to the provisions of the 2003 Stock
Incentive Plan.

The Committee generally makes awards based upon the employee's position
within the Company and a subjective review of the employee's performance. The
stock option awards to each individual are not conditioned on the number of
previously granted options. All awards to executive officers are within the
discretion of the Committee subject to the terms of the 2003 Stock Incentive
Plan.

The Committee believes that the total compensation package has been
designed to motivate key management to improve the operations and financial
performance of the Company, thereby increasing the market value of our Common
Stock. The tables in this Executive Compensation section reflect the
compensation structure established by the Committee.

Deductibility of Compensation

The Committee generally seeks to comply with the requirements of
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), to
the extent deemed practicable, with respect to options and annual and long-term
incentive programs in order to avoid losing the deduction for compensation in
excess of $1 million paid to one or more of the Named Executive Officers. The
Committee has generally structured the Company's compensation plans with the
objective that amounts

paid under those plans and arrangements are tax deductible, including by having
those plans approved by the Company's Stockholders. However, the Company may
determine to award compensation that does not meet the requirements of Section
162(m) of the Code when it deems appropriate to achieve its compensation
objectives and in the best interest of the Company.

Compensation for the Chief Executive Officer

The Committee followed the philosophy and guiding principles described
above in determining compensation for Mr. Martin E. Franklin, Chief Executive
Officer of Jarden.

Mr. Franklin is compensated pursuant to an employment agreement. For
fiscal 2004, Mr. Franklin received a base salary of $850,000. Mr. Franklin was
also entitled to receive an operating bonus of between 50% and 100% of base
salary based upon the Company achieving its earnings objectives, and was
eligible for a discretionary performance bonus of up to 100% of base salary at
the discretion of the Board or Compensation Committee. Mr. Franklin did receive
an operating bonus of 97.5% of his base salary based upon the Company achieving
certain earnings per share target, as well as a discretionary bonus of 100% of
his base salary due to the factors described below. In addition, Mr. Franklin
was eligible for awards under the 2003 Stock Incentive Plan in accordance with
the guidelines set forth in this Report of the Compensation Committee. On August
5, 2004, Mr. Franklin was awarded 100,000 shares of restricted stock under the
2003 Stock Incentive Plan for his performance in fiscal year 2004. In connection
with Board of Directors deliberations of the American Household transaction, the
Committee recognized that the vesting targets for the restricted stock grants
were no longer the most effective criteria for incentivizing management to enter
into the transaction to acquire American Household, in the event the Board of
Directors determined it to be in the best interest of the Company to acquire
American Household, to close the equity infusion by Warburg Pincus and Catterton
in escrow and to refinance the Company's credit facility in connection with the
acquisition.

Accordingly, the Board of Directors, upon recommendation of the
Committee, accelerated the grant of 525,000 shares of restricted stock subject
to grant under Mr. Franklin's employment agreement, of which 150,000 shares
would have been granted on January 1, 2005, 187,500 shares would have been
granted on January 1, 2006 and 187,500 shares would have been granted on January
1, 2007, in accordance with the terms of the employment agreement, as well as
100,000 shares of restricted stock issued on August 5, 2004. The Board of
Directors also changed the performance criteria from a future targeted increase
in the share price to the Company entering into a definitive agreement with
American Household, closing in escrow the Warburg Pincus and Catterton equity
infusion and executing a definitive commitment letter for a new credit facility
with Citicorp USA, Inc. and Canadian Imperial Bank of Commerce to finance the
transaction, all on terms satisfactory to the full Board of Directors.

The Committee believed that the acquisition of American Household
would approximately triple the revenue of the Company, materially increase its
long term earnings potential and create significant opportunities for future
growth.

The Committee considers Mr. Franklin's level of compensation
appropriate for his outstanding leadership of the Company during fiscal 2004. In
fiscal 2004, the Company achieved exceptional results. In June 2004, the Company
consummated its acquisition of Bicycle Holding, Inc. and its wholly-owned

subsidiary United States Playing Card Company. From December 31, 2003 to
December 31, 2004 the Company's stock price increased 59% and the market
capitalization of the Common Stock increased from $738 million to $1.2 billion.
During the same time frame, the Company achieved growth in revenue of 43%.

On January 24, 2005 in connection with the closing of the American
Household transaction, Mr. Franklin entered into an amended and restated
employment agreement with the Company pursuant to which, among other things, his
annual base salary increased to $1,840,000 effective as of that date. See
"--Employment Agreements," below.

Certain Other Executive Officers

The remaining four Named Executive Officers are Ian G.H. Ashken, Vice
Chairman, Chief Financial Officer and Secretary, James E. Lillie, President and
Chief Operating Officer, Desiree DeStefano, Executive Vice President of Finance
and Treasurer and J. David Tolbert, Senior Vice President, Human Resources and
Corporate Risk. The details of the compensation for these individuals are also
described in the tables and footnotes above, as well as in the description of
their employment agreements below.

Respectfully submitted. Compensation Committee
Richard L. Molen, Chairman
Irwin D. Simon
Robert L. Wood

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee during 2004 was an officer,
employee or former officer of the Company of any of its subsidiaries or had any
relationship requiring disclosure herein pursuant to SEC regulations. No
executive officer of the Company served as a member of a compensation committee
or a director of another entity under circumstances requiring disclosure under
SEC regulations.

PERFORMANCE GRAPH

The graph below compares the cumulative total Stockholder return on the
Company's Common Stock from December 31, 1999 through December 31, 2004, with
the cumulative total return of (a) the Dow Jones Consumer Index - Non-Cyclical
and (b) the Russell 2000 Index. The graph assumes that the beginning value of
the Common Stock and each index was $100. The comparisons in the graph below are
based on historical data and are not indicative of, or intended to forecast,
possible future performance of Common Stock.

JARDEN INDEXED STOCK PERFORMANCE

[GRAPH OMITTED]

December 31, December 31, December 31, December 31, December 31, December 31,
1999 2000 2001 2002 2003 2004
----------- ------------ ------------ ------------ ------------ ------------

Jarden Corporation 100.0 61.0 70.9 215.6 370.5 588.6

Dow Jones Consumer
Good Index - Non-Cyclical 100.0 102.1 98.9 92.2 111.9 123.8

Russell 2000 100.0 95.8 96.8 75.9 110.3 129.1

EMPLOYMENT AGREEMENTS

The Company's amended and restated employment agreement with Martin E.
Franklin, dated as of January 24, 2005, provides for his employment as Chairman
and Chief Executive Officer of the Company through December 31, 2008, subject to
certain termination rights and renewal provisions. Mr. Franklin's agreement
provides that he will receive an annual base salary of at least $1,840,000,
subject to an annual increase at least equal to the change in Consumer Price
Index, as well as an operating bonus of up to 50% of base compensation each year
for achieving the Company's earnings per share budget and up to 100% of base
compensation each year for achieving 110% of the Company's earnings per share
budget in each case based on the annual budget approved by the Board of
Directors. In addition, Mr. Franklin is eligible for a discretionary
performance-based bonus of up to 100% of base compensation each year, at the
discretion of the Board or Compensation Committee, but subject to the approval
of the Board member

designated by Warburg Pincus in respect of calendar year 2005 and 2006. Mr.
Franklin's employment agreement also entitles him to participate in the medical,
insurance and other fringe benefit plans or policies the Company may make
available to, or have in effect for, its personnel with commensurate duties from
time to time. Mr. Franklin's employment agreement also provides for certain
other ancillary benefits. In connection with this agreement, and subject to
stockholder approval, Mr. Franklin would be entitled to receive pursuant to the
Amended 2003 Incentive Plan a grant of up to 915,000 shares of restricted stock
with the vesting restrictions set forth below. In addition, the agreement
requires the Company to provide Mr. Franklin with $10 million of life insurance.

The Company's amended and restated employment agreement with Ian G.H.
Ashken, dated as of January 24, 2005, provides for his employment as Vice
Chairman, Chief Financial Officer and Secretary of the Company through December
31, 2008, subject to certain termination rights and renewal provisions. Mr.
Ashken currently receives an annual base salary of $850,000, subject to an
annual increase at least equal to the change in Consumer Price Index, as well as
an operating bonus of up to 50% of base compensation each year for achieving the
Company's earnings per share budget and up to 100% of base compensation each
year for achieving 110% of the Company's earnings per share budget in each case
based on the annual budget approved by the Board of Directors. In addition, Mr.
Ashken is eligible for a discretionary performance-based bonus of up to 100% of
base compensation each year, at the discretion of the Board or Compensation
Committee, but subject to the approval of the Board director designated by
Warburg Pincus in respect of calendar year 2005 and 2006. Mr. Ashken's
employment agreement also entitles him to participate in the medical, insurance
and other fringe benefit plans or policies the Company may make available to, or
have in effect for, its personnel with commensurate duties from time to time.
Mr. Ashken's employment agreement also provides for certain other ancillary
benefits. In connection with this agreement, and subject to stockholder
approval, Mr. Ashken would be entitled to receive pursuant to the Amended 2003
Incentive Plan a grant of up to 380,000 shares of restricted stock with the
vesting restrictions set forth below. In addition, the agreement requires the
Company to provide Mr. Ashken with $6 million of life insurance.

Each of Messrs. Franklin's and Ashken's employment agreements contain a
noncompetition covenant and nonsolicitation provisions (relating to the
Company's employees and customers) effective during the term of his employment
and during the greater of (i) a period of three years after any termination of
Mr. Franklin's or Ashken's employment or (ii) any period thereafter during which
Mr. Franklin or Mr. Ashken continues to receive benefits under the employment
agreement, other than in cases of a termination by the Company without good
cause, by Mr. Franklin or Mr. Ashken with good reason, or if Mr. Franklin's or
Mr. Ashken's employment is not renewed. In the event Mr. Franklin's or Mr.
Ashken's employment is terminated by the Company without "cause" (as such term
is defined in his employment agreement) or upon "disability" (as such term is
defined in his employment agreement), Mr. Franklin or Mr. Ashken will be
entitled to (a) three times (two times in the case of termination due to death)
base compensation, (b) three times (two times in the case of termination due to
death) the average annual bonus paid over the preceding two fiscal years, (c)
except in the case of non-renewal of employment, the accrued annual bonus
through the date of termination, (d) the continuation of health insurance and
other benefits for three years (two years in the case of termination due to
death) at the Company's expense, (e) full vesting of any outstanding stock
options on the Company's stock, and (f) the lapsing of any restrictions over any
restricted shares of the Company's stock. In addition, Mr. Franklin's and Mr.
Ashken's employment agreements may be terminated at the Company's option for
"cause" (as

such term is defined in his employment agreement).

The Company's amended and restated employment agreement with James E.
Lillie, dated as of January 24, 2005, provides for his employment as President
and Chief Operating Officer, and is for an initial two-year term subject to
successive one-year renewal terms, such renewal terms to be automatic unless
either party gives prior written notice of non-renewal. Mr. Lillie currently
receives a base salary of $600,000 per year, subject to an annual increase at
least equal to the change in the Consumer Price Index, as well as an operating
bonus of up to 50% of base compensation each year for achieving the Company's
EDITDA and earnings per share budget and up to 100% of base compensation each
year for achieving EBITDA 10% higher than budget and earnings per share 10%
higher than budget, in each case based on the annual budget approved by the
Board of Directors. In addition, Mr. Lillie is eligible for a discretionary
performance-based bonus of up to 50% of base compensation each year, at the
discretion of the Board or Compensation Committee, but subject to the approval
of the Board director designated by Warburg Pincus in respect of calendar year
2005 and 2006. In connection with this agreement, and subject to stockholder
approval, Mr. Lillie would be entitled to receive pursuant to the Amended 2003
Incentive Plan a grant of 145,000 shares of restricted stock with the vesting
restrictions set forth below. Mr. Lillie will receive a prescribed severance pay
amount if he is terminated without cause or suffers a specified disability. Mr.
Lillie's employment agreement also entitles him to participate in the medical,
insurance and other fringe benefit plans or policies the Company may make
available to, or have in effect for, its personnel with commensurate duties from
time to time. Mr. Lillie's employment agreement contains a noncompetition
covenant and nonsolicitation provisions (relating to the Company's employees and
customers) effective during the term of his employment and continuing for a
period of 12 months after the expiration or termination of Mr. Lillie's
employment. In the event Mr. Lillie's employment is terminated by the Company
without "cause" (as such term is described in his employment agreement) or upon
"disability" (as such term is defined in his employment agreement), Mr. Lillie
will be entitled to (a) eighteen months base compensation, (b) eighteen months
target bonus that he would have been entitled to receive for achieving budget
for the year in which his employment was terminated, (c) the continuation of
health insurance and other benefits for eighteen months at the Company's
expense, (d) full vesting of any outstanding stock options on the Company's
stock, and (e) the lapsing of any restrictions over any restricted shares of the
Company's stock owned by Mr. Lillie. In addition, Mr. Lillie's employment
agreement may be terminated at the Company's option for "cause."

As contemplated by their respective employment agreements, the vesting
restrictions on each restricted stock award to Messrs. Franklin, Ashken and
Lillie would lapse as follows: (i) 50% on the date that the stock price of the
Common Stock of the Company equals or exceeds fifty dollars ($50.00) for ten
(10) consecutive trading days (measured on a Volume Weighted Average Price, or
VWAP, basis) prior to the third anniversary of the restricted stock grant, (ii)
100% on the date that the stock price of the Common Stock of the Company equals
or exceeds sixty-four dollars ($64.00) for ten (10) consecutive trading days
(measured on a VWAP basis) prior to the fifth anniversary of the restricted
stock grant, or (iii) the date there is a Change of Control of the Company and
either (a) the Company's stock price is higher than $32 per share at the time of
the Change of Control or (b) the Board of Directors approves, in its sole
discretion, such vesting.

The Company entered into an employment agreement with Desiree
DeStefano, dated as of May 3, 2004, which provides for an initial two-year term
subject to successive one-year renewal terms, such

renewal terms to be automatic unless either party gives prior written notice of
non-renewal. Ms. DeStefano currently receives an annual base salary of $325,000,
as well as a discretionary bonus package based on the Company's performance. Ms.
DeStefano's employment agreement also entitles her to participate in the
medical, insurance and other fringe benefit plans or policies the Company may
make available to, or have in effect for, its personnel with commensurate duties
from time to time.

The Company's employment agreement with J. David Tolbert, dated as of
January 1, 2002, was renewed for one year on January 1, 2005 and is subject to
an annual renewal provision. Under the employment agreement, Mr. Tolbert
currently receives an annual base salary of $225,000, as well as a discretionary
bonus package based on the Company's performance. Mr. Tolbert's employment
agreement also entitles him to participate in the medical, insurance and other
fringe benefit plans or policies the Company may make available to, or have in
effect for, its personnel with commensurate duties from time to time.

Mr. Tolbert's and Ms. DeStefano's employment agreements each contain a
noncompetition covenant and nonsolicitation provisions (relating to the
Company's employees and customers) effective during the term of his/her
employment and continuing for a period of 12 months after the expiration or
termination of Mr. Tolbert's and Ms. DeStefano's employment, respectively. In
the event Mr. Tolbert's or Ms. DeStefano's employment is terminated by the
Company without "cause" (as such term is defined in their respective employment
agreements) or upon "disability" (as such term is defined in their respective
employment agreements), Mr. Tolbert and Ms. DeStefano will be entitled to (a)
one year's base compensation, (b) one year's target bonus that he/she would have
been entitled to receive for achieving budget for the year in which his/her
employment was terminated, (c) the continuation of health insurance and other
benefits for one year at the Company's expense, (d) full vesting of any
outstanding stock options on the Company's stock, and (e) the lapsing of any
restrictions over any restricted shares of the Company's stock owned by either
Mr. Tolbert or Ms. DeStefano. In addition, Mr. Tolbert's and Ms. DeStefano's
respective employment agreements may be terminated at the Company's option for
"cause."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with Purchase Agreement (as described in Proposal 5), the
Company agreed to cause, for so long as Warburg Pincus owns at least one-third
of the shares of Series B Preferred Stock initially purchased (on an as
converted basis), one person nominated by Warburg Pincus to be elected or
appointed to the Company's Board of Directors (the "Board Representative") as
promptly as practicable following October 8, 2004 and who, when serving on the
Board of Directors, will be entitled to serve on all major committees and
subcommittees of the Board of Directors, except to the extent prohibited by
applicable law or stock exchange regulation. The Company and Warburg Pincus
agreed that Charles R. Kaye, the Co-President of Warburg Pincus LLC, which
manages Warburg Pincus, is the initial Board Representative. For a further
description of Warburg Pincus' relationship to the Company, please see Proposal
5. Prior to Mr. Kaye being placed on the Company's Board of Directors and
pursuant to the terms of the Purchase Agreement, the Company reimbursed Warburg
Pincus for reasonable out-of-pocket expenses incurred with Warburg Pincus'
diligence, negotiation and preparation of the Purchase Agreement and related
agreements. Furthermore, the Company agreed to reimburse the Board
Representative, currently Mr. Kaye, for reasonable out-of-pocket expenses
incurred with his Board of Directors participation, as well as paying him the
same outside director compensation to be paid to other

non-executive directors of the Company.

On July 27, 2004, the agreement between one of our Company's wholly
owned subsidiaries and NewRoads, Inc. ("NewRoads"), a third party provider of
pick, pack and ship services, order fulfillment, warehousing and other services
to the retail industry was terminated. Mr. Franklin's, our Chairman and Chief
Executive Officer, brother-in-law was the executive chairman of the board of
NewRoads at the time of the agreement being consummated. Mr. Franklin has an
indirect ownership interest of less than 1/2% in NewRoads. During fiscal 2004,
the Company paid $2,061,140 to NewRoads in connection with these services. In
addition, during July 2004, our Company's board of directors approved the
granting of 10,000 restricted shares of common stock to Mr. Jonathan Franklin, a
consultant to our Company, who is a brother of Mr. Franklin. The restrictions on
5,000 of these shares lapsed immediately and the restrictions on the remaining
5,000 of these shares lapse ratably over a four year period, but will lapse
immediately upon the event of a change in control. On January 24, 2005,
Mr. Jonathan Franklin became an employee of the Company. Mr. Franklin serves as
Manager, Compliance and will receive a salary of $100,000 for his services
during 2005.

PROPOSAL 2

ADOPTION AND APPROVAL OF THE JARDEN CORPORATION
AMENDED AND RESTATED
2003 STOCK INCENTIVE PLAN

The Jarden Corporation Amended and Restated 2003 Stock Incentive Plan
(the "Amended 2003 Incentive Plan") was adopted by the Board of Directors on
February 16, 2005 and will become effective immediately on the date of its
approval by the Stockholders of the Company at the Meeting. In the event that
the Company's Stockholders do not approve the Amended 2003 Incentive Plan, the
2003 Stock Incentive Plan as in effect prior to this amendment and restatement
shall remain in full force and effect in accordance with its terms. The Amended
2003 Incentive Plan will, among other things, (i) increase the number of shares
of Common Stock reserved for issuance under the plan from 3,000,000 to
7,000,000; (ii) provide for the ability of the Compensation Committee to grant
performance awards, including performance-based cash awards, under the plan,
which is expected to provide the Company with enhanced flexibility in crafting
tax-efficient compensatory awards; and (iii) eliminate the ability of the Board
of Directors to provide stock bonuses. The purpose of the Amended 2003 Incentive
Plan remains unchanged and is to attract able persons to enter and remain in the
employ of the Company and its subsidiaries and to provide a means whereby
employees, officers, directors, consultants, independent contractors and
advisors of the Company can acquire and maintain Common Stock ownership or be
paid incentive compensation, thereby strengthening their commitment to the
welfare of the Company and promoting an identity of interest between
stockholders and these eligible persons.

The following summary of the Amended 2003 Incentive Plan is qualified
in its entirety by reference to the text of the Amended 2003 Incentive Plan,
which is included as Annex C to this Proxy Statement.

It is the judgment of the Board of Directors that approval of the
Amended 2003 Incentive Plan is in the best interests of the Company and our
Stockholders.

SUMMARY OF THE JARDEN CORPORATION AMENDED 2003 INCENTIVE PLAN

Shares subject to the Plan. The Amended 2003 Incentive Plan authorizes
the issuance of up to 7,000,000 shares of our Common Stock upon the exercise of
stock options or in connection with the issuance of restricted stock. The
Amended 2003 Incentive Plan increases the number of shares of Common Stock
reserved for issuance under the 2003 Stock Incentive Plan from 3,000,000 to
7,000,000.

Certain Award Limits. The Amended 2003 Incentive Plan provides that no
employee may be granted more than 1,500,000 shares in any calendar year, except
that an employee may be granted awards covering up to an additional 250,000
shares in connection with his or her initial employment with the Company.
Cash-based awards granted under the Amended 2003 Incentive Plan during any
calendar year to any one individual that is intended to satisfy the requirements
for "performance based compensation" under Section 162(m) of the Code shall not
exceed U.S. $4,000,000.

Other Limitations: No more than 5,000,000 shares may be granted under
the Amended 2003 Incentive Plan as restricted stock awards. No more than
6,000,000 shares may be granted under the Amended 2003 Incentive Plan as stock
options.

Administration and Eligibility. The Amended 2003 Incentive Plan
authorizes the granting of stock options, restricted stock and short-term cash
incentive awards to employees, officers, directors, consultants, independent
contractors and advisors of the Company and its subsidiaries. The Amended 2003
Incentive Plan provides for its administration by either a committee of two or
more outside directors or the Board of Directors (the "Administrator"). In
general, the Administrator, in its sole discretion, determines which eligible
employees, officers, directors, consultants, independent contractors and
advisors of the Company and its subsidiaries may participate in the Amended 2003
Incentive Plan and the type, extent and terms of the equity-based awards to be
granted to them.

Options. The Amended 2003 Incentive Plan provides for the grant of both
incentive stock options ("ISOs") that qualify under Section 422 of the Code, and
non-qualified stock options ("NQSOs"). ISOs may be granted only to our employees
or employees of our subsidiaries (including officers and directors who are also
employees). NQSOs (and all other awards other than ISOs) may be granted to our
and our subsidiaries' employees, officers, directors, consultants, independent
contractors and advisors. The exercise price of ISOs must be at least equal to
the fair market value of our Common Stock on the date of grant. The exercise
price of ISOs granted to 10% stockholders must be at least equal to 110% of that
value. The maximum term of options granted under the Amended 2003 Incentive Plan
is ten years. Awards granted under the Amended 2003 Incentive Plan may not be
transferred in any manner other than by will or by the laws of descent and
distribution and may be exercised during the lifetime of the optionee only by
the optionee (unless otherwise determined by the Administrator and set forth in
the award agreement with respect to awards that are NQSOs). Options granted
under the Amended 2003 Incentive Plan generally expire three months after the
termination of the optionee's service to the Company or a parent or subsidiary
of the Company, except (i) in the case of death or disability, in which case the
options generally may be exercised up to 12 months following the date of death
or termination of service or (i) in the case of a voluntary termination by the
participant, in which the options generally expire one month after the
termination of the optionee's service to the Company or a parent or subsidiary
of the Company. Options will generally terminate immediately upon termination
for cause. In the event of a "change in control" transaction, outstanding awards
may be assumed or substituted by the successor corporation (if any). In the
discretion of the Administrator, the vesting of such awards may accelerate prior
to the consummation of such a transaction and if not exercised prior to the
transaction may terminate at such time as the Administrator may determine.

Restricted Stock. The Administrator may make grants of restricted stock
for a purchase price in cash, which may be determined to be zero, or other
consideration, as the Administrator determines, subject to the terms of the
Amended 2003 Incentive Plan. The number of shares of Common Stock granted to
each grantee will be determined by the Administrator. Grants of restricted stock
will be made subject to such restrictions and conditions as the Administrator
may determine in its sole discretion, subject to the terms of the Amended 2003
Incentive Plan, including periods of restriction on transferability and/or
attainment of specified performance targets over the forfeiture period.

The performance targets described in the preceding paragraph may be
established by the Administrator, in its discretion, based on one or more of the
following measures: (i) net revenue and/or net revenue growth; (ii) earnings
before income taxes and amortization and/or earnings before income taxes and
amortization growth; (iii) operating income and/or operating income growth; (iv)
net income and/or net income growth; (v) earnings per share and/or earnings per
share growth; (vi) total stockholder return and/or total stockholder return
growth including an increase in the value of a share of the Company's Common
stock; (vii) return on equity; (viii) operating cash flow; (ix) adjusted
operating cash flow return on income; (x) economic value added; (xi) successful
capital raises; (xii) individual confidential business objectives; and (xiii)
other performance based factors deemed reasonable and appropriate. For
participants who are "covered employees" as defined by Section 162(m) of the
Code and for those awards that are intended to be exempt from Section 162(m) of
the Code only performance targets (i) through (xii) (the "162(m) Performance
Factors") will be used.

Short-Term Cash Awards. The Amended 2003 Incentive Plan authorizes
performance-based annual cash incentive compensation to be paid to covered
employees subject to Section 162(m) of the Code. The material terms of the
annual incentive compensation feature of the Amended 2003 Incentive Plan are as
follows:

o The class of persons covered consists of those executive
officers of the Company who are from time to time determined
by the Compensation Committee to be subject to Section 162(m)
of the Code.
o The targets for annual incentive payments to "covered
employees" (as defined in Section 162(m) of the Code) under
the Amended 2003 Incentive Plan will consist of one or more of
the 162(m) Performance Factors. Such performance targets will
be established by the Compensation Committee on a timely basis
to ensure that the targets are considered "preestablished" for
purposes of Section 162(m) of the Code.
o In administering the incentive program and determining
incentive awards, the Compensation Committee will not have the
flexibility to pay a covered executive more than the incentive
amount indicated by his or her attainment of the performance
target under the applicable payment schedule. The Compensation
Committee will have the flexibility, based on its business
judgment, to reduce this amount.
o The cash incentive compensation feature of the Amended 2003
Incentive Plan does not preclude the Board of Directors or the
Compensation Committee from approving other incentive
compensation arrangements for covered employees.

Section 162(m). Compensation of persons who are "covered employees" of
the Company may be subject to the $1,000,000 deduction limit under Section
162(m) of the Code. However, awards that qualify as "performance-based
compensation" are exempt from Section 162(m), which would allow the Company the
full federal tax deduction otherwise permitted for such compensation. The
Amended 2003 Incentive Plan will be intended to enable the Committee to grant
awards that will be exempt from the $1,000,000 deduction limit of Section
162(m); however, not all awards may be entitled to the exemption.

Amendment. The Board of Directors has the right to amend, suspend or
terminate the Amended 2003

Incentive Plan at any time, provided, however, that no amendment or change in
the Amended 2003 Incentive Plan that pursuant to applicable law or regulation
requires Stockholder approval will be effective without such Stockholder
approval.

Certain Federal Income Tax Consequences. The following is a brief
summary of the principal federal income tax consequences of awards under the
Amended 2003 Incentive Plan based upon current federal income tax law. The
summary is not intended to be exhaustive and, among other things, does not
describe state, local or foreign tax consequences.

Incentive Stock Options

The Amended 2003 Incentive Plan qualifies as an incentive stock option
plan within the meaning of Section 422 of the Code. A recipient who is granted
an incentive stock option will not recognize any taxable income for federal
income tax purposes either on the grant or exercise of the incentive stock
option. The excess of the fair market value of the shares on the date of
exercise over the option price is, however, includable in the option holder's
income for alternative minimum tax purposes. If the recipient disposes of the
shares purchased pursuant to the incentive stock option more than two years
after the date of grant and more than one year after the transfer of the shares
to the recipient (the required statutory "holding period"), (a) the recipient
will recognize long-term capital gain or loss, as the case may be, equal to the
difference between the selling price and the option exercise price; and (b) the
Company will not be entitled to a deduction with respect to the shares of stock
so issued.

If the holding period requirements are not met, any gain recognized
upon disposition will be taxed as ordinary income to the extent of the excess of
the lesser of (i) the excess of the fair market value of the shares at the time
of exercise over the option exercise price, and (ii) the gain on the sale. The
Company will be entitled to a deduction in the year of disposition in an amount
equal to the ordinary income recognized by the recipient. Any additional gain
will be taxed as short-term or long-term capital gain depending upon the holding
period for the stock. A sale for less than the option exercise price results in
a capital loss. Capital losses are allowed to offset any capital gains on a
dollar-for-dollar basis. However, the maximum deduction for a capital loss in
any given year is $3,000. Any capital losses that exceed the $3,000 limit can be
carried forward into future years until all of the losses have been deducted.

Non-Qualified Stock Options

The recipient of a non-qualified stock option under the Amended 2003
Incentive Plan will not recognize any income for federal income tax purposes on
the grant of the option. Generally, upon the exercise of the option, the
recipient will recognize taxable ordinary income equal to the excess of the fair
market value of the shares on the exercise date over the option exercise price
for the shares. The Company generally will be entitled to a deduction on the
date of exercise in an amount equal to the ordinary income recognized by the
recipient. Upon disposition of the shares purchased pursuant to the stock
option, the recipient will recognize long-term or short-term capital gain or
loss, as the case may be, equal to the difference between the amount realized on
such disposition and the basis for such shares, which basis includes the amount
previously recognized by the recipient as ordinary income.

Restricted Stock

A recipient will not be taxed at the date of an award of restricted
shares, but will be taxed at

ordinary income rates on the fair market value of any restricted shares as of
the date that the restrictions lapse. The Company will be entitled to a
corresponding deduction at that time. However, the recipient may elect under
Section 83(b) of the Code to report the current fair market value of restricted
shares as ordinary income in the year of the grant of the restricted shares,
even though the shares of common stock are subject to forfeiture restrictions.
If the recipient makes such an election, the Company will receive an immediate
tax deduction for such fair market value of the shares in the year of grant,
subject to any limitations under Section 162(m).

Any disposition of shares after restrictions lapse will be subject to
the regular rules governing long-term and short-term capital gains and losses,
with the basis for this purpose equal to the fair market value of the shares at
the end of the restricted period (or on the date of the transfer of the
restricted shares, if the employee elects to be taxed on the fair market value
upon such transfer). Dividends received by a recipient during the restricted
period will be taxable to the recipient at ordinary income tax rates and will be
deductible by the Company unless the recipient has elected to be taxed on the
fair market value of the restricted shares upon transfer, in which case they
will thereafter be taxable to the employee as dividends and will not be
deductible by the Company.

Short-Term Cash Awards

A participant will recognize taxable income when the cash awards are
actually or constructively received. The Company will then be entitled to a
deduction in the same amount at that time, subject to any limitations under
Section 162(m).

New Plan Benefits. The grant of options under the Amended 2003
Incentive Plan is within the discretion of the Administrator. We cannot forecast
the extent of option grants that will be made in the future. Information with
respect to compensation paid and other benefits, including options, granted
during the 2004 fiscal year to the Chief Executive Officer and the other Named
Executive Officers is set forth above.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE ADOPTION AND APPROVAL OF THE JARDEN CORPORATION AMENDED AND RESTATED
2003 STOCK INCENTIVE PLAN.

PROPOSAL 3

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP has audited the financial statements of the Company
for the year ended December 31, 2004. The Board of Directors, upon the
recommendation of the Audit Committee, desires to continue the services of Ernst
& Young LLP for the current year ending December 31, 2005. Accordingly, the
Board of Directors will recommend at the Meeting that the Stockholders ratify
the appointment by the Board of Directors of the firm of Ernst & Young LLP to
audit the financial statements of the Company for the current year.
Representatives of that firm are expected to be available at the Meeting, shall
have the opportunity to make a statement if they desire to do so, and are
expected to be available to respond to appropriate questions. Although
ratification by Stockholders is not required by our organizational documents or
other applicable law, the Audit Committee has determined that requesting
ratification by Stockholders of its selection of Ernst & Young LLP as our
independent auditors is a matter of good corporate practice. In the event the
Stockholders do not ratify the appointment of Ernst & Young LLP, the appointment
will be reconsidered by the Audit Committee and the Board of Directors. Even if
the selection is ratified, the Audit Committee, in its discretion, may change
the appointment at any time during the year if it determines that such a change
would be in the best interest of the Company and its Stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.

FEES PAID TO ERNST & YOUNG LLP

The following table sets forth the aggregate fees billed by Ernst &
Young LLP for audit services rendered in connection with the consolidated
financial statements and reports for fiscal year 2004 and for other services
rendered during fiscal year 2004 on behalf of the Company and its subsidiaries,
as well as out-of-pocket costs incurred in connection with these services, which
have been billed to the Company.

- ---------------------------------------- ----------------- ------------------ ----------------- -------------
FEE CATEGORY: FISCAL 2004 % OF TOTAL FISCAL 2003 % OF TOTAL
- ------------ ----------- ---------- ----------- ----------

- ---------------------------------------- ----------------- ------------------ ----------------- -------------
Audit Fees......................... $1,195,002 32.7 $1,050,040 45.0
- ---------------------------------------- ----------------- ------------------ ----------------- -------------
Audit-Related Fees................. 2,428,796 66.6 728,794 31.3
- ---------------------------------------- ----------------- ------------------ ----------------- -------------
Tax Fees........................... 21,780 0.7 552,446 23.7
- ---------------------------------------- ----------------- ------------------ ----------------- -------------
All Other Fees..................... 0 0.0 0 0.0
- ---------------------------------------- ----------------- ------------------ ----------------- -------------
Total Fees......................... $3,645,578 100.0 $2,331,280 100.0
- ---------------------------------------- ----------------- ------------------ ----------------- -------------

AUDIT FEES: Consist of fees billed for professional services rendered
for the audit of the Company's consolidated financial statements and review of
the interim condensed consolidated financial statements included in quarterly
reports and services that are normally provided by Ernst & Young LLP in
connection with statutory and regulatory filings or engagements, and attest
services, except those not required by statue or regulation.

AUDIT-RELATED FEES: Consist of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of the Company's consolidated financial statements and are not reported under
"Audit Fees." These services include employee benefit plan audits, accounting
consultations in connection with acquisitions, attest services that are not
required by statute or regulation, and consultations concerning financial
accounting and reporting standards.

TAX FEES: Consist of tax compliance/preparation and other tax services.
Tax compliance/preparation consists of fees for professional services related to
federal, state and international tax compliance, assistance with tax audits and
appeals, and assistance related to the impact of mergers, acquisitions and
divestitures on tax return preparation and such amounts were $15,780 and
$552,446 for the years ended December 31, 2004 and 2003, respectively. Other tax
services consist of fees for other miscellaneous tax consulting and planning and
such amount was $6,000 for the year ended December 31, 2004. There were no
amounts incurred for other tax services in the year ended December 31, 2003. For
the year ended December 31, 2004, KPMG LLP and Deloitte & Touche, LLP assisted
the Company's in-house tax department with the Company's U.S. income tax
compliance services.

ALL OTHER FEES: Consist of fees for all other services other than those
reported above. These services include benchmarking surveys and specialized
consulting. The Company did not engage Ernst & Young LLP in this capacity during
2004 or 2003 and its intent is to minimize services in this category.

In making its recommendation to ratify the appointment of Ernst & Young
LLP as the Company's independent auditors for the fiscal year ending December
31, 2005, the Audit Committee has considered whether services other than audit
and audit-related provided by Ernst & Young LLP are compatible with maintaining
the independence of Ernst & Young LLP.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

Consistent with SEC policies regarding auditor independence, the Audit
Committee has responsibility for appointing, setting compensation and overseeing
the work of the independent auditors. In recognition of this responsibility, the
Audit Committee has established a policy to review and pre-approve all audit,
internal-control related and permissible non-audit services provided by the
independent auditors. These services may include audit services, audit-related
services, tax services and other services. Under the policy, pre-approval is
detailed as to the particular service or category of services and is subject to
specific budget. In addition, the Chairman of the Audit Committee or any two
other members may also pre-approve particular services on a case-by-case basis
and the full Board of Directors may approve fees on behalf of the Audit
Committee.

PROPOSAL 4

APPROVAL OF AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION

The Board of Directors proposes that the Stockholders approve the
proposed amendment (the "Amendment") to the Company's Restated Certificate of
Incorporation, as amended, described below. The Board of Directors of the
Company unanimously approved the Amendment on February 16, 2005, subject to
approval by the Stockholders at the Meeting. The Amendment requires the approval
of the Company's Stockholders by the affirmative vote of a majority of the
outstanding shares of Common Stock and Series B Preferred Stock voting as a
single class.

Article IV of the Company's Restated Certificate of Incorporation
currently provides that the Company has the authority to issue 55,000,000
shares, consisting of 5,000,000 shares of preferred stock, par value $0.01 per
share, and 50,000,000 shares of Common Stock. The Board of Directors has
determined that it would be appropriate and in the best interests of the Company
to amend the Company's Restated Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 50,000,000 shares to
150,000,000 shares and to increase the total number of shares which the Company
shall have authority to issue from 55,000,000 shares to 155,000,000 shares.

The additional shares of Common Stock would become part of the existing
class of Common Stock, and the additional shares, when issued, would have the
same rights and privileges as the shares of Common Stock now issued. If the
proposed amendment is approved by the Stockholders, it will become effective
upon filing of a Certificate of Amendment to the Company's Restated Certificate
of Incorporation as required by the Delaware General Corporation Law.

Although the Company has no present plans, agreements, or
understandings regarding the issuance of the proposed additional shares, the
Board of Directors believes that adoption of the amendment is advisable because
it will provide the Company with greater flexibility in connection with possible
future financing transactions, acquisitions of other companies or business
properties, employee benefit plans and other proper corporate purposes. Having
such additional authorized shares available will give the Company the ability to
issue shares without the expense and delay of a special meeting of Stockholders.
Such a delay might deprive the Company of the flexibility the Board of Directors
views as important in facilitating the effective use of the Company's shares.
Except as otherwise required by applicable law or stock exchange rules,
authorized but unissued shares of Common Stock may be issued at such time, for
such purposes, and for such consideration as the Board of Directors may
determine to be appropriate, without further authorization by Stockholders.

Since the issuance of additional shares of Common Stock, other than on
a pro rata basis to all current Stockholders, would dilute the ownership
interest of a person seeking to obtain control of the Company, such issuance
could be used as an anti-takeover device to discourage a change in control of
the Company by making it more difficult or costly. The Company is not aware of
anyone seeking to accumulate Common Stock or obtain control of the Company, and
has no present intention to use the additional authorized shares to deter a
change in control or otherwise as an anti-takeover device.

PROPOSED AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

Set forth below is the text of revised Article IV, Section A (1) of the
Company's Restated Certificate of Incorporation containing the amendment being
proposed at the Meeting. The foregoing description is qualified in its entirety
by reference to such text.

The text of Article IV, Section A (1) shall be amended to read as
follows:

"The total number of authorized capital stock of this Corporation shall
be 155,000,000 shares, divided as follows: (i) 150,000,000 shares of
Common Stock, par value $001 per share, (the "Common Stock"), and (ii)
5,000,000 shares of Preferred Stock, par value $0.01 per share, of
which (a) 250,000 shall be designated as Series A Junior Participating
Preferred Stock, (b) 500,000 shall be designated Series B Convertible
Participating Preferred Stock and (c) 300,000 shall be designated
Series C Mandatory Convertible Participating Preferred Stock."

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" APPROVAL OF THE AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION.

PROPOSAL 5

PROPOSAL TO APPROVE THE CONVERSION FEATURE OF OUR SERIES C PREFERRED
STOCK INTO SERIES B PREFERRED STOCK AND COMMON STOCK AND
THE ISSUANCE OF COMMON STOCK AS A RESULT OF THE SUBSEQUENT
CONVERSION OF SERIES B PREFERRED STOCK

The Company is seeking approval from the Stockholders to issue Series B
Preferred Stock (as defined below) and Common Stock (as defined below) upon the
conversion of the Series C Preferred Stock (as defined below) and to also issue
Common Stock upon the conversion of the Series B Preferred Stock received upon
conversion of the Series C Preferred Stock.

Necessity for Stockholder Approval
- ----------------------------------

As an issuer of securities quoted on the NYSE, the Company must comply
with certain rules of the NYSE. Under these rules, the Company must obtain
stockholder approval prior to issuing Common Stock or securities that are
convertible into, or exercisable for, Common Stock in one transaction or a
series of related transactions if:

o the Common Stock has, or will have upon issuance, voting power equal to
or in excess of 20.0% of the voting power outstanding before the
issuance of the Common Stock or securities convertible into or
exercisable for Common Stock; or

o the number of shares of Common Stock to be issued, is or will be upon
issuance, equal to or in excess of 20.0% of the number of shares of
Common Stock outstanding before the issuance of the Common Stock or of
securities convertible into or exercisable for Common Stock.

To comply with the NYSE rules, the Company issued shares of Series B
Preferred Stock that, assuming the conversion of all such shares would not
exceed 19.99% of the Company's outstanding Common Stock, when aggregated with
the shares of Common Stock purchased in the Equity Investment Financing (as
defined below). The Company instead issued Series C Preferred Stock and agreed
to seek stockholder approval of the issuance of Common Stock and Series B
Preferred Stock upon conversion of that Series C Preferred Stock and the further
issuance of Common Stock upon the conversion of the Series B Preferred Stock
received upon conversion of that Series C Preferred Stock.

The actual number of shares of Common Stock that will be issuable upon
conversion of the Series C Preferred Stock into Series B Preferred Stock and
Common Stock and the conversion of the Series B Preferred Stock into Common
Stock is dependent on a number of factors and the specific number of shares to
be issued will not be known until the actual conversion takes place.
Accordingly, we are seeking stockholder approval for the issuance of Common
Stock and Series B Preferred Stock upon conversion of the Series C Preferred
Stock and the issuances of Common Stock resulting from the conversion of the
Series B Preferred Stock.

Recommendation of the Board of Directors
- ----------------------------------------

The Board of Directors unanimously recommends that Stockholders vote
FOR approval of Proposal 5. If the Stockholders do not approve Proposal 5 then
the Series C Preferred Stock may not be converted into shares of Series B
Preferred Stock and Common Stock and the Series C Preferred Stock will remain
outstanding. Allowing the Series C Preferred Stock to remain outstanding could
adversely affect the Company for the following reasons:

o as of May 8, 2005, the liquidation preference for the Series C
Preferred Stock will accrete at a higher rate than the Series B
Preferred Stock into which it would convert, which would cost the
Company more upon liquidation of such shares than if they had been
converted into shares of Series B Preferred Stock and Common Stock;
o the cash dividend rate payable on the Series C Preferred Stock
(beginning with the three-month period ending January 8, 2010) is
greater than the rate payable on the Series B Preferred Stock into
which it would partially convert;
o from and after August 24, 2005, the holders of Series C Preferred Stock
will have the option to require the Company to redeem their shares
which option could be elected at a time most advantageous to the
holders but least advantageous to the Company; and
o the Company will be restricted from taking certain actions without the
consent of the holders of the Series C Preferred Stock so long as at
least one-third of the shares of Series C Preferred Stock initially
issued remain outstanding.

Background
- ----------

During the Company's negotiations to acquire American Household, the
sellers of American Household insisted that the Company's obligation to close
the acquisition not be contingent upon the Company's ability to obtain
financing. The Company considered many different alternatives to finance the
transaction in accordance with the sellers' requirements, while also staying
within the Company's own historical leverage thresholds. The commitment of
Warburg Pincus to make a sizeable equity infusion and Warburg Pincus'
willingness to complete this funding prior to closing, was a significant
inducement to the sellers of American Household to accept the Company's
acquisition proposal.

On October 8, 2004, pursuant to the terms of a Purchase Agreement,
dated as of September 19, 2004 (the "Purchase Agreement"), between the Company
and Warburg Pincus Private Equity VIII, L.P. ("Warburg Pincus") and an
Assignment and Joinder Agreement, dated as of October 8, 2004, (the "Assignment
Agreement" and, together with the Purchase Agreement, the "Equity Purchase
Agreements") by and among the Company, Catterton Partners V, L.P., and several
of its affiliates (collectively, "Catterton"), and Warburg Pincus and several of
its affiliates, Warburg Pincus and Catterton collectively purchased from the
Company, for a total purchase price of $350,000,000 (the "Cash Proceeds"):

o 128,571 shares of a new class of preferred stock, Series B
Convertible Participating Preferred Stock, par value $0.01 per
share (the "Series B Preferred Stock" or "Series B Preferred
Shares"), at a price of $1,000.00 per share, issued pursuant to
the Certificate of

Designations, Preferences and Rights of Series B Convertible
Participating Preferred Stock of Jarden Corporation (the
"Series B Certificate of Designations");

o 200,000 shares of a new class of preferred stock, Series C
Mandatory Convertible Participating Preferred Stock, par value
$0.01 per share (the "Series C Preferred Stock" or "Series C
Preferred Shares" and, together with the Series B Preferred
Stock, the "Preferred Stock"), at a price of $1,000.00 per
share, issued pursuant to the Certificate of Designations,
Preferences and Rights of Series C Mandatory Convertible
Participating Preferred Stock of Jarden Corporation (the
"Series C Certificate of Designations"); and

o 714,286 shares of the Company's common stock, par value $0.01
per share (the "Common Stock" or "Common Shares" and, together
with the Preferred Stock, the "Securities"), at a price of
$30.00 per share.

The purchase and sale of the Securities for the Cash Proceeds pursuant
to the terms of the Equity Purchase Agreements is referred to herein as the
"Equity Investment Financing."

On January 24, 2005, in connection with the Company's acquisition of
American Household, Inc. (the "AHI Acquisition"), and in accordance with the
terms of the Escrow Agreement, dated October 8, 2004, by and among the Company,
Warburg Pincus and National City Bank, as escrow agent, that was entered into in
connection with the Equity Investment Financing, the Cash Proceeds were released
from escrow for use in consummating the AHI Acquisition and the Securities were
issued and released from escrow and delivered to Warburg Pincus and Catterton.

Terms of the Series B Preferred Stock
- -------------------------------------

Overview. The shares of Series B Preferred Stock issued to Warburg
Pincus and Catterton pursuant to the Equity Purchase Agreements are voting
securities that are convertible into Common Stock at the option of the holder.

Liquidation Preference. The initial liquidation preference for the
shares (the "Base Liquidation Value") of Series B Preferred Stock will be
$1,000.00 per share, which amount will accrete at 3.50% per annum, compounded
annually, from October 8, 2004 through but not including October 8, 2009, plus
any accrued but unpaid dividends thereon; provided, however, that for purposes
of determining the Base Liquidation Value of any shares of Series B Preferred
Stock issued after the date on which shares of Series B Preferred Stock were
first issued (as a result of the mandatory conversion of the Series C Preferred
Stock), such accretion will commence from the date of issuance of such shares.
In the event of a Change in Control (as defined in the Series B Certificate of
Designations) prior to October 8, 2009 providing for the payment of an amount
per share of Common Stock below the applicable Change in Control Threshold Price
(as defined in the Series B Certificate of Designations), the liquidation
preference will automatically increase to the amount to which it would have
accreted up until the date of such Change of Control had the accretion rate been
10% per annum, compounded annually, during such period, plus any declared but
unpaid dividends. From and after October 8, 2009, the liquidation value will be
the Base Liquidation Value plus $462.31 per share. Otherwise, the liquidation
preference will be the Base Liquidation Value. The liquidation preference is
generally subject to adjustment in the event the

Company undertakes a business combination or other extraordinary transaction,
or the Company is liquidated or dissolved.

Dividends. Holders of the outstanding shares of Series B Preferred
Stock ("Series B Holders") will have the right to participate equally and
ratably with the holders of shares of Common Stock and holders of shares of
Series C Preferred Stock in all dividends and distributions paid on the Common
Stock. Additionally, beginning with the three-month period ending January 8,
2010, the Series B Holders will be entitled to receive quarterly dividends equal
to 4.0% of the Base Liquidation Value then in effect. If the Company fails to
pay this dividend in a given period, the dividend rate will be increased to
10.0% of the Base Liquidation Value in subsequent quarterly periods until the
quarterly period following the date on which all such prior dividends have been
paid in full.

Change of Control. Upon a Change in Control, Series B Holders may, at
their election: (a) convert the Series B Preferred Stock into Common Stock and
receive the Change in Control Consideration upon conversion; (b) in lieu of
receiving any liquidation preference in respect of such Series B Preferred Stock
upon such Change in Control, continue to hold the Series B Preferred Stock in
any surviving entity resulting from such Change in Control or, in the case of a
sale of the Company's assets which results in a Change in Control, the entity
purchasing such assets; or (c) within sixty days after the date of the Change in
Control, request, in lieu of receiving the Change in Control Consideration, that
the Company redeem, out of funds lawfully available for the redemption of
shares, the Series B Preferred Stock for an amount in cash equal to the
liquidation preference as of the redemption date and after giving effect to the
Change in Control; provided, that the Company may, in lieu of making the
redemption so requested, effect a Remarketing, as described below. With respect
to Series B Preferred Stock, "Change in Control Consideration" means the shares
of stock, securities, cash or other property issuable or payable (as part of any
reorganization, reclassification, consolidation, merger or sale in connection
with the Change in Control) with respect to or in exchange for such number of
outstanding shares of Common Stock as would have been received upon conversion
of the Series B Preferred Stock at the Conversion Price (as defined below) for
such Series B Preferred Stock then in effect.

If the Company elects to effect a Remarketing (as discussed above), the
Company will adjust the dividend rate on the Series B Preferred Stock to the
rate (as of the date of the Remarketing) necessary in the opinion of a
nationally recognized investment banking firm to allow such bank to resell all
of the Series B Preferred Stock on behalf of all holders who have delivered a
redemption request (such resale, the "Remarketing") at a price of not less than
100% (after deduction of such investment bank's fees) of the liquidation
preference then in effect.

Conversion. The Series B Holders will have the right, at any time and
from time to time, at their option, to convert any or all of their shares of
Series B Preferred Stock, in whole or in part, into fully paid and
non-assessable shares of Common Stock at the conversion price equal to $32.00
per share, subject to adjustment as set forth in the Series B Certificate of
Designations (as adjusted from time to time, the "Conversion Price"). The number
of shares of Common Stock into which a share of the Series B Preferred Stock
will be convertible will be determined by dividing the Base Liquidation Value in
effect at the time of conversion, by the Conversion Price in effect at the time
of conversion. Additionally, the Company has the right to require the Series B
Holders, at the Company's option, to convert the shares of Series B Preferred
Stock, in whole or in part (on a pro rata basis), into fully paid and
non-assessable

shares of Common Stock at the Conversion Price, but only if (a) the Registration
Statement (as defined below) has been declared effective and continues to be
effective, (b) the average market price of the Common Stock for each trading day
during a period of 30 consecutive trading days ended within 10 days prior to the
date the Company exercises this option exceeds 175% of the Conversion Price and
(c) the market price of Common Stock during such period exceeds 175% of the
Conversion Price for 15 consecutive trading days during the aforementioned
period.

Voting Rights. The Series B Holders will be entitled to vote with the
holders of the Common Stock on all matters submitted for a vote of holders of
Common Stock (voting together with the holders of Common Stock as one class) and
will be entitled to a number of votes equal to the number of votes to which
shares of Common Stock issuable upon conversion of such shares of Series B
Preferred Stock would have been entitled if such shares of Common Stock had been
outstanding at the time of the applicable vote and related record date. Also, so
long as at least one-third of the aggregate outstanding shares of Series B
Preferred Stock issued prior to the date of determination remains outstanding,
the Company will be prohibited from taking certain actions specified in the
Series B Certificate of Designations (including certain amendments to the
Company's By-Laws or Certificate of Incorporation, the issuance of any
securities ranking senior to or on parity with the Series B Preferred Stock and
the incurrence of indebtedness in excess of certain financial ratios) without
the Company obtaining the written consent or affirmative vote at a meeting
called for that purpose by holders of at least a majority of the outstanding
shares of Series B Preferred Stock.

Terms of the Series C Preferred Stock
- -------------------------------------

Overview. The shares of Series C Preferred Stock issued to Warburg
Pincus and Catterton pursuant to the Equity Purchase Agreements are redeemable
non-voting securities that will be mandatorily convertible into Series B
Preferred Stock and Common Stock, as more fully described below.

Liquidation Preference. The Base Liquidation Value of the Series C
Preferred Stock will be $1,000.00 per share, which amount will accrete daily at
3.50% per annum, compounded annually, from the October 8, 2004, provided that
such rate will increase to 5.00% as of April 7, 2005 and will thereafter
increase at the end of each successive six month period by adding 50 basis
points to the rate then in effect if any shares of Series C Preferred Stock are
then outstanding, plus any accrued but unpaid dividends thereon. In the event of
a Change in Control (as defined in the Series C Certificate of Designations)
prior to October 8, 2009 providing for the payment of an amount per share of
Common Stock below the applicable Change in Control Threshold Price (as defined
in the Series C Certificate of Designations), the liquidation preference will
automatically increase to the amount to which it would have accreted up until
the date of such Change of Control had the accretion rate been 10% per annum,
compounded daily, during such period, plus any declared but unpaid dividends.
From and after October 8, 2009, the liquidation value will be the Base
Liquidation Value, less the Base Liquidation Value on October 8, 2009, plus
$2,100.00 per share. Otherwise, the liquidation preference will be the Base
Liquidation Value. The liquidation preference is generally subject to adjustment
in the event the Company undertakes a business combination or other
extraordinary transaction, or the Company is liquidated or dissolved.

Dividends. Holders of the outstanding shares of Series C Preferred
Stock ("Series C Holders")

will have the right to participate equally and ratably with the holders of
shares of Common Stock and holders of shares of Series B Preferred Stock in all
dividends and distributions paid on the Common Stock. Additionally, beginning
with the three-month period ending January 8, 2010, the Series C Holders will be
entitled to receive quarterly dividends equal to 9.5% of the Base Liquidation
Value then in effect. If the Company fails to pay this dividend in a given
period, the dividend rate will be increased to 10.0% of the Base Liquidation
Value in subsequent quarterly periods until the quarterly period following the
date on which all such prior dividends have been paid in full.

Change of Control. Upon a Change in Control, Series C Holders may, at
their election: (a) if the Conversion Approval (as defined below) has been
obtained, convert the Series C Preferred Stock into Common Stock and receive the
Change in Control Consideration upon conversion; (b) exercise the special
redemption rights described below; (c) in lieu of receiving any liquidation
preference in respect of such Series C Preferred Stock upon such Change in
Control, continue to hold the Series C Preferred Stock in any surviving entity
resulting from such Change in Control or, in the case of a sale of the Company's
assets which results in a Change in Control, the entity purchasing such assets;
or (d) within sixty days after the date of the Change in Control, request, in
lieu of receiving the Change in Control Consideration, that the Company redeem,
out of funds lawfully available for the redemption of shares, the Series C
Preferred Stock for an amount in cash equal to the liquidation preference as of
the redemption date and after giving effect to the Change in Control; provided,
that the Company may, in lieu of making the redemption so requested, effect a
Remarketing, as described below. With respect to Series C Preferred Stock,
"Change in Control Consideration" means the shares of stock, securities, cash or
other property issuable or payable (as part of any reorganization,
reclassification, consolidation, merger or sale in connection with the Change in
Control) with respect to or in exchange for such number of outstanding shares of
Common Stock as would have been received upon conversion of the Series C
Preferred Stock (or conversion of the Series B Preferred Stock into which the
Series C Preferred Stock is convertible) at the Conversion Price (as defined
below) for such Series C Preferred Stock then in effect.

If the Company elects to effect a Remarketing, the Company will adjust
the dividend rate on the Series C Preferred Stock to the rate (as of the date of
the Remarketing) necessary in the opinion of a nationally recognized investment
banking firm to allow such bank to resell all of the Series C Preferred Stock on
behalf of all holders who have delivered a redemption request (such resale, the
"Remarketing") at a price of not less than 100% (after deduction of such
investment bank's fees) of the liquidation preference then in effect.

Mandatory Conversion. Upon receipt by the Company of both (1)
shareholder approval of the mandatory conversion of Series C Preferred Stock
into Series B Preferred Stock and Common Stock (the "Conversion Approval" - this
Proposal 5) and (2) (A) shareholder approval of the proposed amendment to the
Company's Certificate of Incorporation (the "Charter Amendment Approval" -
Proposal 6) or (B) written waivers of the requirement to receive the Charter
Amendment Approval from holders of a majority of the then outstanding shares of
Series C Preferred Stock (provided that such waivers will be deemed to have been
granted if the Conversion Approval has been obtained but the Charter Amendment
Approval has not been obtained as of April 8, 2007) then each share of Series C
Preferred Stock shall automatically convert into a number of shares of fully
paid and non-assessable shares of both (x) Series B Preferred Stock and (y)
Common Stock. The number of shares of Series B Preferred Stock into which a
share of Series C Preferred Stock is convertible will be determined by
multiplying the liquidation value in

effect at the time of conversion by 0.857143 and dividing by $1,000.00. The
number of shares of Common Stock into which a share of Series C Preferred Stock
will be convertible will be determined by multiplying the Liquidation Value in
effect at the time of conversion by 0.142857 and dividing by the mandatory
conversion price of $30.00 (subject to adjustment as set forth in the Series C
Certificate of Designations).

Redemption. From and after August 24, 2005, each Series C Holder will
have the right, at any time and from time to time, at such holder's option, to
require the Company to redeem any or all of such holder's shares of Series C
Preferred Stock, in whole or in part, at a price per share of Series C Preferred
Stock equal to (x) the liquidation value in effect on such special redemption
date multiplied by (y) the market price of a share of Common Stock on the date
such holder transmits to the Company the notice required by the Series C
Certificate of Designations divided by (z) the special redemption price,
initially equal to $31.71 and to be reduced by 10% as of April 7, 2005 (subject
to adjustment as set forth in the Series C Certificate of Designations) (the
"Special Redemption Price").

From and after October 8, 2009, the Company will have the right, at its
option, to redeem outstanding shares of Series C Preferred Stock, from time to
time, in whole or in part (on a pro rata basis), at a price per share of Series
C Preferred Stock equal to (x) the liquidation preference on the special
redemption date multiplied by (y) the market price of a share of Common Stock on
the date on which the Company transmits to the holders of shares of Series C
Preferred Stock to be redeemed the notice required by Series C Certificate of
Designations divided by (z) the Special Redemption Price, but only if at the
time the Company exercises this option, (A) the average market price of the
Common Stock for each trading day during a period of 30 consecutive trading days
ended within 10 days prior to the date the Company exercises this option exceeds
210% of the conversion price and (B) the market price of the Common Stock during
such period exceeds 210% of the conversion price for 15 consecutive trading days
during the period referred to in clause (A).

Voting Rights. The Series C Holders will not be entitled to vote on
matters submitted to the holders of the Company's Common Stock and Series B
Preferred Stock. However, so long as at least one-third of the aggregate
outstanding shares of Series C Preferred Stock issued prior to the date of
determination remain outstanding, the Company will be prohibited from taking
certain actions specified in the Series C Certificate of Designations (including
certain amendments to the Company's By-Laws or Certificate of Incorporation, the
issuance of any securities ranking senior to or on parity with the Series C
Preferred Stock and the incurrence of indebtedness in excess of certain
financial ratios) without the Company obtaining the written consent or
affirmative vote at a meeting called for that purpose by holders of at least a
majority of the outstanding shares of Series C Preferred Stock.

Other Key Terms in the Equity Purchase Agreements
- -------------------------------------------------

o The Purchase Agreement contains a standstill agreement (the "Warburg
Pincus Standstill Agreement") pursuant to which Warburg Pincus and its
affiliates will, until but not including October 8, 2009 (subject to
certain exceptions) (the "Standstill Period"), neither acquire
beneficial ownership of more than 30% of the Company's voting stock or
Common Stock (assuming conversion of the Preferred Stock into Common
Stock) nor engage or participate in certain specified change of control
transactions with respect to the Company, including any merger or

other business combination, acquisition of assets or other similar
transactions, subject to permitted exceptions (each, a "Change of
Control Transaction").

o The Assignment Agreement contains a standstill agreement pursuant to
which Catterton and its affiliates will, during the Standstill Period,
neither acquire beneficial ownership of more than 5% of the Company's
voting stock or Common Stock (assuming conversion of the Preferred
Stock into Common Stock) nor engage or participate in any Change of
Control Transaction.

o Pursuant to the Equity Purchase Agreements, the Company is required to
use its commercially reasonable best efforts to (i) file a registration
statement (the "Registration Statement") with respect to the shares of
Common Stock acquired by Warburg Pincus and Catterton under the Equity
Purchase Agreements and all shares of Common Stock issuable upon
conversion of the Preferred Stock by March 25, 2005 (but in no event
later than April 25, 2005) and (ii) have the Registration Statement
declared and kept effective in accordance with the terms of the Equity
Purchase Agreements. On March 9, 2005, the Company made an initial
filing of the Registration Statement, which Registration Statement has
yet to be declared effective by the SEC.

o The Equity Purchase Agreements provide that, in certain circumstances,
Warburg Pincus and Catterton will be permitted to maintain their
respective ownership interests in the Company if the Company makes a
new public or private offering of Common Stock (or securities
convertible or exchangeable into Common Stock).

o The Equity Purchase Agreements also include liquidity rights pursuant
to which, after October 8, 2009, holders of at least 75% of the then
outstanding shares of Series B Preferred Stock and shares of Series C
Preferred Stock, considered as a single class, will have the right to
submit a request in writing that the Company initiate a
recapitalization in which each share of Series B Preferred Stock and
Series C Preferred Stock outstanding as of the date of consummation of
such transaction will be reclassified and repaid in an amount equal to
or in excess of each such series of Preferred Stock's liquidation
preference then in effect; the Company will then be required to
complete a recapitalization or alternatively, the Company may, at its
sole election, remarket the Preferred Stock for a purchase price not
less than an amount equal to or in excess of each such series of
Preferred Stock's liquidation preference then in effect.

o The Company is required to cause, for so long as Warburg Pincus owns at
least one-third of the shares of Series B Preferred Stock initially
purchased (on an as converted basis), one person nominated by Warburg
Pincus to be elected or appointed to the Company's Board of Directors
as promptly as practicable following October 8, 2004 (the "Board
Representative") and who, when serving on the Board of Directors, will
be entitled to serve on all major committees and subcommittees of the
Board of Directors, except to the extent prohibited by applicable law
or stock exchange regulation; Charles R. Kaye, the Co-President of
Warburg Pincus LLC, which manages Warburg Pincus, is the initial Board
Representative.

Further Information
- -------------------

The terms of the Series B Preferred Stock and the Series C Preferred
Stock are complex and are

only briefly summarized in this Proxy Statement. Stockholders wishing further
information concerning the rights, preferences and terms of the Series B
Preferred Stock and the Series C Preferred Stock are referred to the full
description thereof contained in the Company's Current Reports on Form 8-K and
exhibits thereto filed with the SEC on September 29, 2004 and January 27, 2005,
which can be inspected and copied at the public reference facility maintained by
the SEC located at 450 Fifth Street, NW, Washington, DC. The Company's Current
Reports on Form 8-K may also be viewed on the website maintained by the SEC at
http://www.sec.gov. The description of terms, preferences and rights of the
Company and the Series B Holders and the Series C Holders with respect to the
outstanding Series B Preferred Stock and the Series C Preferred Stock contained
herein is qualified in its entirety by reference to the complete description of
these preferences.

Each of Proposal 5 and Proposal 6 is not contingent upon approval of
the other proposal. If the Stockholders approve Proposal 5 and fail to approve
Proposal 6, the Series C Preferred Stock will still be automatically convertible
into Common Stock and Series B Preferred Stock if the Company receives a written
waiver of the requirement to receive the Charter Amendment Approval from holders
of a majority of the then outstanding shares of Series C Preferred Stock;
provided, however, that such waivers will be deemed to have been granted if the
Conversion Approval has been obtained but the Charter Amendment Approval has not
been obtained as of April 8, 2007. If the Company does not obtain Stockholder
approval of this Proposal 5 and Proposal 6, from and after August 24, 2005, each
Series C Holder will have the right, at any time and from time to time, at such
holder's option, to require the Company to redeem any or all of such holder's
shares of Series C Preferred Stock, in whole or in part, at a price per share of
Series C Preferred Stock equal to (x) the liquidation value in effect on such
special redemption date multiplied by (y) the market price of a share of Common
Stock on the date such holder transmits to the Company the notice required by
the Series C Certificate of Designations divided by (z) the Special Redemption
Price. In addition, in consideration for the Equity Purchase Agreements to
purchase the Series B Preferred Stock, the Series C Preferred Stock and Common
Stock, the Company agreed to recommend that the Stockholders approve this
Proposal 5.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" APPROVAL OF PROPOSAL 5.

PROPOSAL 6

PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION TO AMEND THE DEFINITION OF "RELATED
PARTY" IN SECTION C OF ARTICLE VIII

The Board of Directors proposes that the Stockholders approve the
proposed amendment (the "Amendment") to the Company's Restated Certificate of
Incorporation described below. The purpose of the Amendment is to provide that
certain restrictions on transactions with related parties in the Company's
Restated Certificate of Incorporation would not apply to Warburg Pincus and its
affiliates until October 8, 2009, if the Warburg Pincus Standstill Agreement
described in Proposal 5 applies, unless Warburg Pincus together with its
affiliates and associates, beneficially owns more than 30% of the voting stock
of the Company. In connection with the Equity Investment Financing, the Board of
Directors of the Company unanimously approved the Amendment on September 15,
2004 subject to approval by the Stockholders at the Meeting. Pursuant to the
terms of the Purchase Agreement, the Company agreed to submit and recommend this
proposal for approval at the Meeting.

Article VIII of the Company's Restated Certificate of Incorporation
currently makes us subject to certain anti-takeover provisions that are similar
to those contained in Section 203 of the Delaware General Corporation Law. In
general, publicly-held Delaware corporations that have not chosen to opt out of
the statute are prohibited from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a manner prescribed by the statute. This
provision could discourage others from making an offer to buy our shares and
could, as a result, reduce the likelihood of an increase in our stock price that
would otherwise occur if a bidder sought to buy our stock at a premium to the
then-current market price.

As noted in Proposal 5, the Purchase Agreement provides for a
standstill agreement pursuant to which Warburg Pincus and its affiliates will,
until but not including October 8, 2009 (subject to certain exceptions), neither
acquire beneficial ownership of more than 30% of the Company's voting stock or
Common Stock (assuming conversion into Common Stock of the Preferred Stock) nor
engage or participate in any specified change of control transactions with
respect to the Company, including any merger or other business combination,
acquisition of assets or other similar transactions, subject to permitted
exceptions.

Although the Company believes Warburg Pincus has no present plans,
agreements or understandings regarding gaining control of the Company, absent
the standstill provisions in the Purchase Agreement, this Amendment will make it
easier for Warburg Pincus to gain control of the Company. For a further
description of the relationship between Warburg Pincus and the Company, see
Proposal 5.

If the proposed Amendment is approved by the Stockholders, it will
become effective upon filing of a Certificate of Amendment to the Company's
Restated Certificate of Incorporation as required by the Delaware General
Corporation Law.

PROPOSED AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION

Set forth below is the text of the Company's Restated Certificate of
Incorporation containing the amendment being proposed at the Meeting. The
foregoing description is qualified in its entirety by reference to such text.

The text of Article VIII, Section C shall be amended to add the
following at the end of Section C thereof:

"Notwithstanding the foregoing, Warburg Pincus & Co. and Warburg Pincus
Private Equity VIII, L.P. (together with the Affiliate funds who have
signed a joinder agreement in accordance with Section 1.4 of the
Purchase Agreement, dated as of September 19, 2004, between the
corporation and Warburg (the "Purchase Agreement") and the respective
general partners, managers, managing members and similar such entities
of such funds, collectively "Warburg Pincus") shall not be considered a
Related Party; provided, however, that, until the earlier of (1)
October 8, 2009 and (2) if earlier, the date that the obligations set
forth in Section 4.1 of the Purchase Agreement cease to apply (but only
for such period as such Section 4.1 ceases to apply), Warburg Pincus
shall be considered a Related Party if, together with its Affiliates
and Associates, Warburg Pincus is, or as a result of such transaction
would become, the beneficial owner of more than 30% of the outstanding
Voting Stock. Notwithstanding anything to the contrary in this Restated
Certificate of Incorporation, Voting Stock owned by any portfolio
company in which Warburg Pincus has less than 50% voting control is
deemed not to be beneficially owned by Warburg Pincus."

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" APPROVAL OF PROPOSAL 6.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors does not
intend to present any other matter for action at the Meeting other than as set
forth in the Notice of Annual Meeting and this Proxy Statement. If any other
matters properly come before the Meeting, it is intended that the shares
represented by the proxies will be voted, in the absence of contrary
instructions, in the discretion of the persons named in the proxy.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and any
persons who own more than 10% of the Company's capital stock to file with the
SEC (and, if such security is listed on a national securities exchange, with
such exchange), various reports as to ownership of such capital stock. Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.

Based solely upon reports and representations submitted by the
directors, executive officers and holders of more than 10% of our capital stock,
all Forms 3, 4 and 5 showing ownership of and changes of ownership in our
capital stock during the 2004 year were timely filed with the SEC and the NYSE
with the exception of the following filings being late: Mr. James E. Lillie
filing a report in May 2004 amending an earlier report that was timely filed in
May 2004. Mr. Richard L. Molen who was required to file a Form 4 in March 2004
with respect to the exercise of options to purchase 3,150 shares of Common Stock
under a Company plan but later filed a Form 4 in April 2004.

ANNUAL REPORT

A copy of the Company's 2004 Annual Report to Stockholders [is being
mailed to Stockholders along with this Proxy Statement.] Any Stockholder who has
not received a copy of the 2004 Annual Report to Stockholders and wishes to do
so should contact the Company by mail at the address set forth on the Notice of
Annual Meeting or by telephone at (914) 967-9400.

FORM 10-K

THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO EACH STOCKHOLDER AS OF THE
RECORD DATE, UPON THE WRITTEN REQUEST OF SUCH STOCKHOLDER, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004, AS
FILED WITH THE SEC, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO.
STOCKHOLDERS SHOULD DIRECT THE WRITTEN REQUEST TO THE COMPANY'S SECRETARY, AT
JARDEN CORPORATION, 555 THEODORE FREMD AVENUE, RYE, NEW YORK 10580.

PROPOSALS BY STOCKHOLDERS

The Company's Bylaws prescribe the procedures Stockholders must follow
to nominate directors or to bring other business before Stockholder meetings. To
nominate a candidate for director at the 2006 Annual Meeting, your notice of the
nomination must be delivered to or mailed and received at the principal
executive offices of the Company at 555 Theodore Fremd Avenue, Rye, New York
10580

between _________, 2005 and ________, 2006. The notice must describe various
matters regarding the nominee, including, but not limited to, the name, address,
occupation and the number of shares held by such nominee. To bring other matters
before the 2006 Annual Meeting and to include a matter in the Company's proxy
statement and proxy for that meeting, notice must be received by the Company
within the time limits described above, meet the requirements of the Company's
Bylaws, and otherwise comply with the requirements of Rule 14a-8 of the Exchange
Act. Copies of the Company's Bylaws may be obtained free of charge from the
Secretary of the Company.

By Order of the Board of Directors

-------------------------
Ian G.H. Ashken
Vice Chairman, Chief Financial Officer and Secretary

ANNEX A

JARDEN CORPORATION
BOARD OF DIRECTORS
GOVERNANCE PRINCIPLES AND CODE OF CONDUCT

I. Membership
----------
A. Independence
A majority of the Directors shall satisfy the independence
requirements of the SEC and the NYSE. In general,
"independent" means that the Director shall have no material
relationship with the Company or any member of the senior
management of the Company. In performing their duties,
Directors must hold themselves free of any interest, influence
or relationship with respect to any activity which could
impair their judgment or objectivity in the course of their
service to the Company.
B. New Directors
The Nominating and Policies Committee has, as one of its
responsibilities, the recommendation of director candidates to
the full Board.
C. Mandatory Retirement
The mandatory retirement age for independent directors is 70.
D. Stock Ownership
Independent directors with more than one year of service are
urged to directly own at least 1,000 shares of Company common
stock.

II. Code of Conduct
---------------
A. General
Directors shall at all times exhibit high standards of
integrity, commitment and independence of thought and
judgment.
B. Representation
Directors shall at all times represent the interest of the
Company's stockholders, striving to enhance and maintain the
reputation of the Company by complying with all of its
policies and by-laws.
C. Conflicts of Interest
Directors are expected to avoid any action, position or
interest that conflicts with the interest of the Company or
gives the appearance of conflict. Accordingly, the Company
should not enter into any paid consulting arrangements with
outside Directors or their employers, without obtaining Board
approval.
D. Share ownership; Purchases and Sales
The Board believes that the number of shares of the Company's
stock owned by each Director is a personal decision, and
encourages stock ownership. Directors may not trade in Jarden
securities while having inside information concerning the
Company, or in the securities of any other company about which
he or she has obtained inside information in his or her role
as Director, until after that information has adequately been
disseminated to the market. Inside information may not be
passed on to others, including family members and friends.
Directors will comply with all reporting requirements of the
Securities and Exchange

A-1

Commission concerning his/her purchases and sales of Company
securities.
E. Contact with Employee, Stockholder, Customer or Competitor
In the event of a Director being contacted by an employee,
stockholder, customer or competitor concerning a violation of
law or company policy, the Director must report promptly the
nature of the contact to the Audit Committee or the full Board
to ensure proper documentation and the appropriateness of the
contact. Additionally, the Board of Directors must help to
ensure that such contacting employee will not be disciplined
for merely reporting in good faith a suspected violation of
law or Company policy.

III. Duties and Responsibilities
---------------------------
The responsibility of the Board of Directors is to direct the
management of the Company in the interest, and for the benefit, of the
Company's stockholders. To that end, the Board of Directors shall have
the following duties and responsibilities.
A. Overseeing the conduct of the Company's business to evaluate
whether the business is being properly managed.
B. Reviewing, and where appropriate, approving the Company's major
financial objectives, plans and actions.
C. Reviewing, and where appropriate, approving major changes in,
and determinations of other major issues respecting, the appropriate
auditing and accounting principles and practices to be used in the
preparation of the Company's financial statements.
D. Assessing major risk factors relating to the Company and its
performance, and reviewing measure to address and mitigate such risks.
E. Reviewing and approving a CEO succession plan at least
annually.
F. Hiring advisors to assist it in performing its duties and
responsibilities on behalf of the Company. The Board shall have the
express right to hire its own advisors at its sole discretion without
necessarily obtaining the approval of management.
G. Reviewing and assessing its own performance at least annually.
H. Responding to communications from securities holders.

IV. Meetings
--------
A. Frequency
The Chairman shall determine the agenda, timing and length of
each meeting of the Board. Board members are also entitled to
suggest the inclusion of items on the agenda. The Board
expects that at least four regularly scheduled meetings will
be held during the year. In addition to regularly scheduled
meetings, unscheduled meetings may be called upon appropriate
notice at any time to address specific needs of the Company.
B. Confidentiality
Directors should understand and respect the need for a high
level of confidentiality relating to affairs of the Company.
C. Executive Sessions
The Board shall meet at least once per year in a non-executive
session, without the participation of the Chief Executive
Officer and Chief Financial Officer or other

A-2

members of management. The Board shall not take formal actions
at such sessions but may make recommendations to the full
Board as a result of such sessions.
D. Attendance
Each Board member shall make every reasonable effort to attend
all of the Board meetings and, at the very least, attend a
majority of the meeting held during any fiscal year.
E. Lead Director
The Board shall designate a non-executive lead director to
preside over non-executive sessions and perform any duties
more appropriately performed by an independent director which
would otherwise be performed by the Chairman.

V. Committees
----------
The Board shall maintain an Audit, Compensation and Nominating and
Policies Committee, each of which shall be governed by a separate
charter approved by the Board of Directors.

A-3

ANNEX B

JARDEN CORPORATION
BOARD OF DIRECTORS
AUDIT COMMITTEE CHARTER

I. PURPOSE
-------

This charter governs the operations of the audit committee. The charter will be
reviewed and reassessed by the committee and will be approved by the Board of
Directors (the "Board"), at least annually.

II. FUNCTION
--------

The primary function of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities to the stockholders, potential
stockholders, the investment community and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the annual independent audit of the
company's financial statements, corporate governance and the legal compliance
and the ethics programs, as established by management and the Board of
Directors. Consistent with this function, the Audit Committee should encourage
continuous improvement of, and should foster adherence to, the corporation's
policies, procedures and practices at all levels. The Audit Committee has the
authority to conduct or authorize investigations into any matters within the
committee's scope of responsibilities. The committee is empowered to retain
independent counsel and other professionals or to consult with the Company's
counsel or professional advisors to assist it in the conduct of any
investigation or to advise it with regard to any of its functions, duties,
responsibilities and processes.

Management is responsible for preparing the Company's financial statements and
the independent auditors are responsible for auditing those financial
statements. While the audit committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the audit committee to plan or
conduct audits to determine that the Company's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. Furthermore, it is not the duty of the audit committee to conduct
investigations or to assure compliance with laws and regulations.

III. COMPOSITION
-----------

The Audit Committee shall be comprised of at least three directors as determined
by the Board, each of who are independent of management and the Company. The
members of the Audit Committee shall meet the independence and experience
requirements of the New York Stock Exchange, Section 10A(m)(3) of the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the
Commission. Each member of the Audit Committee must be financially literate, as
such qualification is interpreted by the Company's Board in its business
judgment, or must become financially literate within a reasonable period of time
after his or her appointment to the Audit Committee. In addition, at least one
member of the Audit Committee must have accounting or related financial
management expertise, as the Company's Board

B-1

interprets such qualification in its business judgment.

The members of the Committee shall be elected by the Board until their
successors shall be duly elected and qualified. Unless a Chair is elected by the
full Board, the members of the Committee may designate a Chair by majority vote
of the full Committee membership. The Chair shall have accounting or related
financial management expertise.

Audit Committee members shall not simultaneously serve on the audit committees
of more than two other public companies unless the Board determines that such
simultaneous service would not impair the ability of such member to effectively
serve on the Audit Committee.

IV. FREQUENCY OF MEETINGS
---------------------

The committee shall meet in person or telephonically at least quarterly with
management and the independent auditors and report on such meetings to the
Board. For the meeting to approve the annual report and Form 10-K, all members
shall attend the meeting. For all other meetings, the Chair or the other 2
members together may represent the committee.

V. RESPONSIBILITIES AND PROCESSES
------------------------------

The primary responsibility of the Audit Committee is to oversee the Company's
financial reporting process on behalf of the Board and report the results of
their activities to the Board. Management is responsible for preparing the
Company's consolidated financial statements, and the independent auditors are
responsible for auditing those consolidated financial statements. The Committee
in carrying out its responsibilities believes its policies and procedures should
remain flexible, in order to best react to changing conditions and
circumstances. The Committee should take the appropriate action to set the
overall corporate "tone" for quality financial reporting, sound business risk
practices and ethical behavior.

The Audit Committee shall be directly responsible for the appointment,
compensation, retention, and oversight of the work of any registered public
accounting firm engaged for the purpose of preparing or issuing an audit report
or performing other audit, review or attest services for the Company. The Audit
Committee or Board shall have the sole authority to approve all audit engagement
fees and terms, as well as non-audit engagements with the independent auditors.
The Audit Committee shall be directly responsible for the oversight of the work
of the independent auditor, including resolution of disagreements between
management and the independent auditor.

The Audit Committee shall preapprove all auditing services and permitted
non-audit services to be performed for the Company by its independent auditor,
subject to the de minimis exceptions for non-audit services described in Section
10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior
to the completion of the audit. Either the Chairman of the Audit Committee
acting alone or the other two members acting jointly may grant preapprovals of
audit and permitted non-audit services, provided that decisions of such
subcommittee to grant preapprovals shall be presented to the full Audit
Committee or the Board of Directors at its next scheduled meeting.

B-2

The following shall be the principal recurring processes of the audit committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the committee may supplement as appropriate.

o The committee shall have a clear understanding with management and
the independent auditors that the independent auditors are
ultimately accountable to the Board and the audit committee, as
representatives of the Company's stockholders. The committee shall
have the ultimate authority and responsibility to evaluate and,
where appropriate, replace the independent auditors.

o The committee shall review and approve the scope of the annual
audit.

o The committee shall review and approve the independent auditor's
audit fees on an annual basis, based upon recommendations from
management.

o The committee shall review all non-audit related work provided by
the company's independent auditors and the fees associated with
such work to ensure that they are reasonable and proper and do not
jeopardize the auditors' independence.

o The committee shall review the interim financial statements and
information with management and the independent auditors prior to
the disclosure of such to the stockholders and the public and
prior to the filing of the Company's Quarterly Report on Form
10-Q. Also, the committee will discuss the results of the
quarterly review and any other matters required to be communicated
to the committee by the independent auditors under generally
accepted auditing standards.

o The committee shall review with management and the independent
auditors the financial statements to be included in the Company's
Annual Report on Form 10-K (or the annual report to stockholders
if distributed prior to the filing of Form 10-K), including their
judgments about the quality, not just acceptability, of accounting
principles, the reasonableness of significant judgments, and the
clarity of the disclosure in the financial statements. Also, the
committee will discuss the results of the annual audit and any
other matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards.

o The committee shall review and assess any management letter(s)
received from the independent auditors addressing matters relating
to internal controls and procedures. The committee shall ensure
that management addresses any reportable conditions or material
weaknesses.

o The committee shall oversee the Company's policies and procedures
with respect to risk assessment and risk management.

B-3

o The committee shall establish procedures for the receipt,
retention and treatment of complaints received by the Company
regarding accounting, internal accounting controls or auditing
matters, and the confidential, anonymous submission by employees
of concerns regarding questionable accounting or auditing matters.

o The committee shall obtain and review a report from the
independent auditor at least annually regarding:

(a) All critical accounting practices to be used.

(b) All alternative treatments of financial information
within generally accepted accounting principles that
have been discussed with management, ramifications of
the use of such alternative disclosures and
treatments, and the treatment preferred by the
independent auditor.

(c) Other material written communications between the
independent auditor and management, such as any
management letter or schedule of unadjusted
differences.

(d) The independent auditor's internal quality-control
procedures.

(e) Any material issues raised by the most recent
internal quality-control review, or peer review, of
the firm, or by any inquiry or investigation by
governmental or professional authorities within the
preceding five years respecting one or more
independent audits carried out by the firm, and any
steps taken to deal with any such issues.

(f) All relationships between the independent auditor and
the Company.

(g) Whether in the course of conducting the audit, the
independent auditor detected or otherwise became of
aware of information indicating that an illegal act
(whether or not perceived to have a material effect
on the Company's financial statements) has or may
have occurred.

o The committee shall discuss with, the independent auditors and/or
management:

(a) All critical accounting policies and practices to be
used for any significant financial reporting issues.

(b) All alternative treatments of financial information
within generally accepted accounting principles
including the ramifications of the use of such
alternative disclosures and treatments.

(c) The effect of regulatory and accounting initiatives
as well as off-balance sheet structures on the
Company's financial statements.

(d) The type and presentation of information to be
included in earnings press releases, including the
use of "pro forma" or "adjusted" non-GAAP

B-4

information, as well as financial information and
earnings guidance provided to analysts and rating
agencies.

o The committee shall discuss with the independent auditors any
difficulties encountered by the auditor in the course of the audit
work, including any restrictions on the scope of activities or
access to requested information, any significant disagreements
with management, accounting adjustments that were noted or
proposed by the auditor but were passed, or any "management" or
"internal control" letter issued, or proposed to be issued, by the
audit firm to the Company.

o The committee shall review disclosures made to the Audit Committee
by the Company's CEO and CFO during their certification process
for the Annual Report on Form 10-K and Quarterly Report on Form
10-Q about any significant deficiencies in the design or operation
of internal controls or material weaknesses therein and any fraud
involving management or other employees who have a significant
role in the Company's internal controls.

o The committee shall oversee the Company's internal audit function,
review any significant reports to management arising from the
function and report to the full Board any related issues.

o The committee shall ensure the rotation of the audit partners as
required by law and consider whether, in order to assure
continuing auditor independence, it is appropriate to adopt a
policy of rotating the independent auditing firm on a regular
basis.

o The committee shall review on a case by case basis the Company's
hiring of employees or former employees of the independent auditor
to ensure there is no issue with auditor independence resulting
from such hire.

B-5

ANNEX C

JARDEN CORPORATION

AMENDED AND RESTATED

2003 STOCK INCENTIVE PLAN

1. PURPOSE. The purpose of the Jarden Corporation Amended and
Restated 2003 Stock Incentive Plan (the "Plan") is to provide a means through
which the Company and its Subsidiaries and Affiliates may attract able persons
to enter and remain in the service of the Company and its Subsidiaries and
Affiliates and to provide a means whereby eligible persons can acquire and
maintain Common Stock ownership, or be paid incentive compensation measured by
reference to the value of Common Stock, thereby strengthening their commitment
to the welfare of the Company and its Subsidiaries and Affiliates and promoting
an identity of interest between stockholders and these eligible persons.

So that the appropriate incentive can be provided, the Plan
provides for granting Incentive Stock Options, Nonqualified Stock Options,
Restricted Stock Awards and Short-Term Cash Incentive Awards, or any combination
of the foregoing. Capitalized terms not defined in the text are defined in
Section 24.

2. SHARES SUBJECT TO THE PLAN. (a) Aggregate Limits. Subject
to Section 18, the total number of Shares reserved and available for grant and
issuance pursuant to this Plan will be 7,000,000. Shares that have been (a)
reserved for issuance under Options which have expired or otherwise terminated
without issuance of the underlying Shares, (b) reserved for issuance or issued
under an Award granted hereunder but are forfeited or are repurchased by the
Company at the original issue price, or (c) reserved for issuance or issued
under an Award that otherwise terminates without Shares being issued, shall be
available for issuance. At all times the Company shall reserve and keep
available a sufficient number of Shares as shall be required to satisfy the
requirements of all outstanding Options granted under this Plan and all other
outstanding but unvested Awards granted under this Plan.

(b) Award Limits. Subject to the provisions of
Section 18 of the Plan, the aggregate number of Shares subject to Awards granted
under this Plan during any calendar year to any one individual shall not exceed
1,500,000, except that in connection with his or her initial service, an
individual may be granted Awards covering an additional 250,000 Shares. Subject
to the provisions of Section 18 of the Plan, the aggregate number of Shares that
may be subject to all Options granted under the Plan is 6,000,000.
Notwithstanding anything to the contrary in the Plan, the limitations set forth
in this Section 2(b) shall be subject to adjustment under Section 18 of the Plan
only to the extent that such adjustment will not affect the status of any Award
intended to qualify as "performance based compensation" under Code Section
162(m) or the ability to grant or the qualification of Incentive Stock Options
under the Plan. In addition, cash-based Awards granted under Section 7 of this
Plan during any calendar year to any one individual that is intended to satisfy
the requirements for "performance based compensation" under Section 162(m) of
the Code shall not exceed U.S. $4,000,000.

C-1

(c) Restricted Stock Award Limitation. Subject to the
provisions of Section 18 of the Plan, the aggregate number of Shares that may be
granted subject to Restricted Stock Awards made under the Plan is 5,000,000
Shares.

3. ELIGIBILITY. ISO's (as defined in Section 5 below) may be
granted only to employees (including officers and directors who are also
employees) of the Company or of a Parent or Subsidiary of the Company. All other
Awards may be granted to employees, officers, directors, consultants,
independent contractors and advisors of the Company or any Parent, Affiliate or
Subsidiary of the Company.

4. ADMINISTRATION.

4.1 Committee Authority. This Plan will be administered by
the Committee or by the Board. Any power, authority or discretion granted to the
Committee may also be taken by the Board. Subject to the general purposes, terms
and conditions of this Plan, and to the direction of the Board, the Committee
will have full power to implement and carry out this Plan. Without limitation,
the Committee will have the authority to:

(a) select persons to receive Awards;

(b) determine the nature, extent, form and terms of Awards
and the number of Shares or other consideration subject
to Awards;

(d) correct any defect, supply any omission or reconcile
any inconsistency in this Plan, any Award or any Award
Agreement;

(e) determine whether Awards will be granted singly, in
combination with, in tandem with, in replacement of, or
as alternatives to, other Awards under this Plan or any
other incentive or compensation plan of the Company or
any Parent or Subsidiary of the Company;

(f) prescribe, amend and rescind rules and regulations
relating to this Plan or any Award;

(g) construe and interpret this Plan, any Award Agreement
and any other agreement or document executed pursuant
to this Plan;

(h) grant waivers of Plan or Award conditions;

(i) determine whether an Award has been earned;

(j) accelerate the vesting of any Award; and

C-2

(k) make all other determinations necessary or advisable
for the administration of this Plan.

The Committee shall have the authority, subject to the
provisions of the Plan, to establish, adopt, or revise such rules and
regulations and to make all such determinations relating to the Plan as it may
deem necessary or advisable for the administration of the Plan. The Committee's
interpretation of the Plan or any documents evidencing Awards granted pursuant
thereto and all decisions and determinations by the Committee with respect to
the Plan shall be final, binding, and conclusive on all parties unless otherwise
determined by the Board.

4.2 Committee Discretion. Any determination made by
the Committee with respect to any Award will be made in its sole discretion at
the time of grant of the Award or, unless in contravention of any express term
of this Plan or Award, at any later time, and such determination will be final
and binding on the Company and on all persons having an interest in any Award
under this Plan.

5. STOCK OPTIONS. The Committee may grant Options to
eligible persons and will determine whether such Options will be intended to be
"Incentive Stock Options" within the meaning of Section 422 of the Code or any
successor section thereof ("ISO's") or nonqualified stock options (options not
intended to qualify as incentive stock options)("NQSO's"), the number of Shares
subject to the Option, the Exercise Price of the Option, the period during which
the Option may be exercised, and all other terms and conditions of the Option,
subject to the following:

5.1 Form of Option Grant. Each Option granted under
this Plan will be evidenced by an Award Agreement ("Stock Option Agreement"),
which will expressly identify the Option as an ISO or NQSO, and will be in such
form and contain such provisions (which need not be the same for each
Participant) as the Committee may from time to time approve, and which will
comply with and be subject to the terms and conditions of this Plan.

5.2 Exercise Period. Options may be exercisable to
the extent vested within the times or upon the events determined by the
Committee as set forth in the Stock Option Agreement governing such Option;
provided, however, that no Option will be exercisable after the expiration of
ten (10) years from the date the Option is granted; and provided further that no
ISO granted to a person who directly or by attribution owns more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any Parent or Subsidiary of the Company ("Ten Percent
Stockholder") will be exercisable after the expiration of five (5) years from
the date the ISO is granted. The Committee also may provide for Options to
become exercisable at one time or from time to time, periodically or otherwise,
in such number of Shares or percentage of Shares as the Committee determines.

5.3 Exercise Price. The Exercise Price of an Option
will be determined by the Committee when the Option is granted and may be
greater or equal to the Fair Market Value of the Shares on the date of the
grant; provided, however, that: (i) the Exercise Price of an ISO will be not
less than 100% of the Fair Market Value of the Shares on the date of

C-3

grant; and (ii) the Exercise Price of any ISO granted to a Ten Percent
Stockholder will not be less than 110% of the Fair Market Value of the Shares on
the date of grant.

5.4 Date of Grant. The date of grant of an Option
will be the date on which the Committee makes the determination to grant such
Option, unless otherwise specified by the Committee. The Stock Option Agreement
and a copy of this Plan will be delivered to the Participant within a reasonable
time after the granting of the Option.

5.5 Method of Exercise. Options may be exercised only
by delivery to the Company of a written (including electronic) stock option
exercise agreement (the "Exercise Agreement"), stating, among other things, the
number of Shares being purchased, the restrictions imposed on the Shares
purchased under such Exercise Agreement, if any, and such other representations
and agreements regarding Participant's investment intent and access to
information and other matters, if any, as may be required or desirable by the
Company (which need not be the same for each Participant), together with payment
in full of the Exercise Price for the number of Shares being purchased. Payment
for the Shares purchased may be made in accordance with Section 8 of this Plan.

5.6 Termination of Employment. Unless otherwise
expressly provided in an Award Agreement or otherwise determined by the
Committee, exercise of an Option will always be subject to the following:

a. If the Participant is Terminated for any
reason other than death, Disability or
voluntary Termination by the Participant,
then the Participant may exercise such
Participant's Options only to the extent
that such Options would have been
exercisable upon the Termination Date no
later than three (3) months after the
Termination Date (or such shorter or longer
time period not exceeding five (5) years as
may be determined by the Committee, with any
exercise beyond three (3) months after the
Termination Date deemed to be a NQSO), but
in any event, no later than the expiration
date of the Options.

b. If there is a voluntary Termination by the
Participant, then the Participant may
exercise such Participant's Options only to
the extent that such Options would have been
exercisable upon the Termination Date no
later than one (1) month after the
Termination Date (or such shorter or longer
time period not exceeding five (5) years as
may be determined by the Committee, with any
exercise beyond three (3) months after the
Termination Date deemed to be a NQSO), but
in any event, no later than the expiration
date of the Options.

c. If the Participant is Terminated because of
Participant's death or Disability (or the
Participant dies within three (3) months
after a

C-4

Termination other than for Cause or because
of Participant's Disability), then
Participant's Options may be exercised only
to the extent that such Options would have
been exercisable by Participant on the
Termination Date and must be exercised by
Participant (or Participant's legal
representative or authorized assignee) no
later than twelve (12) months after the
Termination Date (or such shorter or longer
time period not exceeding five (5) years as
may be determined by the Committee, with any
such exercise beyond twelve (12) months
after the Termination Date when the
Termination is for Participant's death or
Disability, deemed to be a NQSO), but in any
event no later than the expiration date of
the Options.

d. Notwithstanding the provisions in paragraph
5.6(a) or 5.6(b) above, if a Participant is
Terminated for Cause, neither the
Participant, the Participant's estate nor
such other person who may then hold the
Option shall be entitled to exercise any
Option with respect to any Shares
whatsoever, after termination of service,
whether or not after termination of service
the Participant may receive payment from the
Company or Subsidiary for vacation pay, for
services rendered prior to termination, for
services rendered for the day on which
termination occurs, for salary in lieu of
notice, or for any other benefits. In making
such determination in the case of a for
Cause Termination, the Committee shall give
the Participant an opportunity to present to
the Committee evidence on his behalf. For
the purpose of this paragraph, termination
of service shall be deemed to occur on the
date when the Company dispatches notice or
advice to the Participant that his or her
service is terminated in the case of a for
Cause Termination.

e. If the Participant is not an employee or a
director, the Award Agreement shall specify
treatment of the Award upon Termination.

5.7 Limitations on ISO. The aggregate Fair Market
Value (determined as of the date of grant) of Shares with respect to which ISO's
are exercisable for the first time by a Participant during any calendar year
(under this Plan or under any other incentive stock option plan of the Company,
Parent or Subsidiary of the Company) will not exceed $100,000 or such other
amount as may be required by the Code. If the Fair Market Value of Shares on the
date of grant with respect to which ISO's are exercisable for the first time by
a Participant during any calendar year exceeds $100,000, then the Options for
the first $100,000 worth of Shares to become exercisable in such calendar year
will be ISO's and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will be NQSO's. In the event that the Code or
the regulations promulgated thereunder are amended after the Effective Date of
this Plan to provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISO's, such different limit will be automatically
incorporated herein and will apply to any

C-5

Options granted after the effective date of such amendment.

5.8 Modification, Extension or Renewal. The Committee
may modify, extend or renew outstanding Options and authorize the grant of new
Options in substitution therefor, provided that, (i) except as expressly
provided for in the Plan or an Award Agreement, any such action may not, without
the written consent of a Participant, impair any of such Participant's rights
under any Option previously granted and (ii) except pursuant to the provisions
of Section 18 of the Plan, Options issued hereunder will not be repriced,
replaced or regranted through cancellation or by lowering the Exercise Price of
a previously granted Award without prior approval of the Company's stockholders.
Any outstanding ISO that is modified, extended, renewed or otherwise altered
will be treated in accordance with Section 424(h) of the Code.

5.9 Limitations on Exercise. The Committee may
specify a reasonable minimum number of Shares that may be purchased on any
exercise of an Option, provided that such minimum number will not prevent
Participant from exercising the Option for the full number of Shares for which
it is then exercisable.

5.10 No Disqualification. Notwithstanding any other
provision in this Plan, no term of this Plan relating to ISO's will be
interpreted, amended or altered, nor will any discretion or authority granted
under this Plan be exercised, so as to disqualify this Plan under Section 422 of
the Code or, without the consent of the Participant affected, to disqualify any
ISO under Section 422 of the Code.

5.11 Lapsed Grants. Notwithstanding anything in the
Plan to the contrary, the Company may, in its sole discretion, allow the
exercise of a lapsed grant if the Company determines that: (i) the lapse was the
result of the Company's inability to timely execute the exercise of an Option
award or the lapse occurred during the pendency of a "blackout" restriction
under a Company policy regarding the trading of securities of the Company; and
(ii) the Participant made valid and reasonable efforts to exercise the Award. In
the event the Company makes such a determination, the Company shall allow the
exercise to occur as promptly as possible following its receipt of exercise
instructions subsequent to such determination; provided, however, that in no
event shall any such exercise be permitted to occur later than the tenth
anniversary of the date of grant of such award.

6. RESTRICTED STOCK. A Restricted Stock Award is an
offer by the Company to sell to an eligible person Shares that are subject to
restrictions. The Committee will determine to whom an offer will be made, the
number of Shares the person may purchase, the price to be paid (the "Purchase
Price"), if any, the restrictions to which the Shares will be subject, and all
other terms and conditions of the Restricted Stock Award, subject to the
following:

6.1 Form of Restricted Stock Award. All Awards under
a Restricted Stock Award made pursuant to this Plan will be evidenced by an
Award Agreement ("Restricted Stock Award Agreement") that will be in such form
(which need not be the same for each Participant) as the Committee will from
time to time approve, and shall comply with and be subject

C-6

to the terms and conditions of this Plan. The offer of Restricted Stock shall be
accepted by the Participant's execution and delivery of the Restricted Stock
Award Agreement and full payment for the Shares, if any, to the Company not
later than thirty (30) days after the date the Restricted Stock Award Agreement
is delivered to the person. If such person does not execute and deliver the
Restricted Stock Award Agreement along with full payment for the Shares to the
Company within thirty (30) days, then the offer shall terminate, unless
otherwise determined by the Committee. The Restricted Stock Award Agreement may
specify limitations and conditions regarding transferability of any restricted
Shares.

6.2 Purchase Price. The Purchase Price of Shares sold
pursuant to a Restricted Stock Award will be determined by the Committee on the
date the Restricted Stock Award is granted, which such Purchase Price may be
determined by the Committee to be zero. Payment of the Purchase Price shall be
made in accordance with Section 8 of this Plan.

6.3 Terms of Restricted Stock Awards. Restricted
Stock Awards shall be subject to such restrictions as the Committee may impose.
These restrictions may be based upon completion of a specified number of years
of service with the Company, upon completion of the performance goals as set out
in advance in the Participant's individual Restricted Stock Award Agreement or
based on a combination of service and Performance Factors. Restricted Stock
Awards may vary from Participant to Participant and between groups of
Participants. Prior to the grant of a Restricted Stock Award, the Committee
shall: (a) determine the nature, length and starting date of any Performance
Period for the Restricted Stock Award; (b) select from among the Performance
Factors to be used to measure performance goals, if any; and (c) determine the
number of Shares that may be awarded to the Participant. Prior to the payment of
any Restricted Stock Award, the Committee shall determine the extent to which
such Restricted Stock Award has been earned and such determination shall be
conclusive. Performance Periods may overlap and Participants may participate
simultaneously with respect to Restricted Stock Awards that are subject to
different Performance Periods and having different performance goals and other
criteria.

6.4 Stock Restrictions. Each certificate representing
Restricted Stock awarded under the Plan shall bear the following legend until
the lapse of all restrictions with respect to such Stock:

"TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED
HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF A RESTRICTED
STOCK AGREEMENT, DATED AS OF _______, BETWEEN JARDEN
CORPORATION, AND ____________. A COPY OF SUCH AGREEMENT IS ON
FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF JARDEN CORPORATION"

Stop transfer orders shall be entered with the Company's
transfer agent and registrar against the transfer of legended securities.

6.5 Termination During Performance Period. If a
Participant is Terminated during a Performance Period for any reason, then such
Participant will be entitled to

C-7

payment (whether in Shares, cash or otherwise) with respect to the Restricted
Stock Award only to the extent earned as of the date of Termination in
accordance with the Restricted Stock Award Agreement, unless the Restricted
Stock Award Agreement or the Committee otherwise provides.

7. SHORT-TERM CASH INCENTIVE AWARDS.

7.1 Eligibility. Executive officers of the Company
who are from time to time determined by the Committee to be "covered employees"
for purposes of Section 162(m) of the Code will be eligible to receive
short-term cash incentive awards under this Section
7.

7.2 Awards.

(a) Performance Targets. For each fiscal
year of the Company after fiscal year 2004, the Committee may establish
objective performance targets based on specified levels of one or more of the
Performance Factors. Such performance targets shall be established by the
Committee on a timely basis to ensure that the targets are considered
"preestablished" for purposes of Section 162(m) of the Code.

(b) Amounts of Awards. In conjunction with
the establishment of performance targets for a fiscal year, the Committee shall
adopt an objective formula (on the basis of percentage of Participants'
salaries, shares in a bonus pool or otherwise) for computing the respective
amounts payable under the Plan to Participant's if and to the extent that the
performance targets are attained. Such formula shall comply with the
requirements applicable to performance based compensation plans under Section
162(m) of the Code and, to the extent based on percentages of a bonus pool, such
percentages shall not exceed 100% in the aggregate.

(c) Payment of Awards. Awards will be
payable to Participants in cash each year upon prior written certification of
the Committee of attainment of the specified performance targets for the
proceeding fiscal year.

(d) Negative Discretion. Notwithstanding the
attainment by the Company of the specified performance targets, the Committee
shall have the discretion, which need not be exercised uniformly among the
Participants, to reduce or eliminate the award that would be otherwise paid.

(e) Guidelines. The Committee may adopt from
time to time written policies for its implementation of this Section 7. Such
guidelines shall reflect the intention of the Company that all payments
hereunder qualify as performance-based compensation under Section 162(m) of the
Code.

(f) Non-Exclusive Arrangement. The adoption
and operation of this Section 7 shall not preclude the Committee from approving
discretionary bonuses or other short-term incentive compensation arrangements
outside of this Plan for the benefit of individuals who are Participants
hereunder as the Committee, as the case may be, deems appropriate and in the
best of the Company.

C-8

8. PAYMENT FOR SHARE PURCHASES.

8.1 Payment. Payment for Shares purchased pursuant to
this Plan may be made in cash (by check) or, where expressly approved for the
Participant by the Committee or where expressly indicated in the Participants
Award Agreement and where permitted by law:

a. by cancellation of indebtedness of the
Company to the Participant;

b. by surrender of shares that, unless the
Committee approves otherwise, either: (1)
have been owned by Participant for more than
six (6) months and have been paid for within
the meaning of SEC Rule 144 (and, if such
shares were purchased from the Company by
use of a promissory note, such note has been
fully paid with respect to such shares); or
(2) were obtained by Participant in the
public market;

c. by tender of a promissory note (other than
by directors or executive officers of the
Company) having such terms as may be
approved by the Committee and bearing
interest at a rate sufficient to avoid
imputation of income under Sections 483 and
1274 of the Code;

d. by waiver of compensation due or accrued to
the Participant for services rendered;

e. with respect only to purchases upon exercise
of an Option, and provided that a public
market for the Company's stock exists:
through a "same day sale" commitment from
the Participant and a broker-dealer that is
a member of the National Association of
Securities Dealers (an "NASD Dealer")
whereby the Participant irrevocably elects
to exercise the Option and to sell a portion
of the Shares so purchased to pay for the
Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such
Shares to forward the Exercise Price
directly to the Company; or

f. by any combination of the foregoing or other
method authorized by the Committee.

At its discretion, the Committee may modify or suspend any
method for the exercise of stock options, including any of the methods specified
in the previous sentence. Delivery of shares for exercising an Option shall be
made either through the physical delivery of shares or through an appropriate
certification or attestation of valid ownership.

C-9

9. WITHHOLDING TAXES.

9.1 Withholding Generally. Whenever Shares are to be
issued in satisfaction of Awards granted under this Plan, the Company may
require the Participant to remit to the Company an amount sufficient to satisfy
federal, state and local withholding tax or other tax requirements prior to the
delivery of any certificate or certificates for such Shares. Whenever, under
this Plan, payments in satisfaction of Awards are to be made in cash, such
payment will be net of an amount sufficient to satisfy federal, state, and local
withholding tax requirements. The Award Agreement may specify the manner in
which the Withholding obligation shall be satisfied with respect to the
particular type of award.

9.2 Stock Withholding. When, under applicable tax
laws, a Participant incurs tax liability in connection with the exercise or
vesting of any Award that is subject to tax withholding and the Participant is
obligated to pay the Company the amount required to be withheld, the Company may
in its sole discretion allow the Participant to satisfy the minimum withholding
tax obligation (or such greater withholding amount as the Committee may approve)
by electing to have the Company withhold from the Shares to be issued that
number of Shares having a Fair Market Value equal to the minimum amount required
to be withheld (or such greater withholding amount as the Committee may
approve), determined on the date that the amount of tax to be withheld is to be
determined.

10. PRIVILEGES OF STOCK OWNERSHIP. No Participant will have
any of the rights of a stockholder with respect to any Shares until the Shares
are issued to the Participant. After Shares are issued to the Participant, the
Participant will be a stockholder and have all the rights of a stockholder with
respect to such Shares, including the right to vote and receive all dividends or
other distributions made or paid with respect to such Shares; provided, that if
such Shares are Restricted Stock, then any new, additional or different
securities the Participant may become entitled to receive with respect to such
Shares by virtue of a stock dividend, stock split or any other change in the
corporate or capital structure of the Company will be subject to the same
restrictions as the Restricted Stock; provided, further, that the Participant
will have no right to retain such stock dividends or stock distributions with
respect to Shares that are repurchased at the Participant's Purchase Price or
Exercise Price pursuant to Section 12.

11. TRANSFERABILITY.

11.1 Non-Transferability of Options. No Option granted
under the Plan shall be transferable by the Participant otherwise than by will
or by the laws of descent and distribution, and such Option right shall be
exercisable, during the Participant's lifetime, only by the Participant.
Notwithstanding the foregoing, the Committee may set forth in an Award Agreement
at the time of grant or thereafter, that the Options (other than Incentive Stock
Options) may be transferred to members of the Participant's immediate family, to
trusts solely for the benefit of such immediate family members to partnerships
or limited liability companies in which such family members and/or trusts are
the only partners or members, and such other persons or entities as the
Committee may approve in its discretion, as the case may be. For this purpose,
immediate family means the Participant's spouse, parents, children,
stepchildren,

C-10

grandchildren and legal dependants. Any transfer of Options made under this
provision will not be effective until notice of such transfer is delivered to
the Company.

11.2 Rights of Transferee. Notwithstanding anything to the
contrary herein, if an Option has been transferred in accordance with Section
11.1 above, the Option shall be exercisable solely by the transferee. The Option
shall remain subject to the provisions of the Plan, including that it will be
exercisable only to the extent that the Participant or Participant's estate
would have been entitled to exercise it if the Participant had not transferred
the Option. In the event of the death of the Participant prior to the expiration
of the right to exercise the transferred Option, the period during which the
Option shall be exercisable will terminate on the date 12 months following the
date of the Participant's death. In no event will the Option be exercisable
after the expiration of the exercise period set forth in the Award Agreement.
The Option shall be subject to such other rules relating to transferees as the
Committee shall determine.

12. RESTRICTIONS ON SHARES. At the discretion of the
Committee, the Company may reserve to itself and/or its assignee(s) in the Award
Agreement a right to repurchase a portion of or all Unvested Shares held by a
Participant following such Participant's Termination at any time within three
(3) months after the later of Participant's Termination Date and the date
Participant purchases Shares under this Plan, for cash and/or cancellation of
purchase money indebtedness, at the Participant's Exercise Price or Purchase
Price, as the case may be.

13. CERTIFICATES. All certificates for Shares or other
securities delivered under this Plan will be subject to such stock transfer
orders, legends and other restrictions, consistent with the terms of the Awards,
as the Committee may deem necessary or advisable, including restrictions under
any applicable federal, state or foreign securities law, or any rules,
regulations and other requirements of the SEC or any stock exchange or automated
quotation system upon which the Shares may be listed or quoted.

14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral. In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve. In the
discretion of

C-11

the Committee, the pledge agreement may provide that the Shares purchased with
the promissory note may be released from the pledge on a pro rata basis as the
promissory note is paid.

15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any
time or from time to time, authorize the Company, with the consent of the
respective Participants, to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards. The Committee may at any time buy
from a Participant an Award previously granted with payment in cash, Shares
(including Restricted Stock) or other consideration, based on such terms and
conditions as the Committee and the Participant may agree.

16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award
will not be effective unless such Award is in compliance with all applicable
federal and state securities laws, rules and regulations of any governmental
body, and the requirements of any stock exchange or automated quotation system
upon which the Shares may then be listed or quoted, as they are in effect on the
date of grant of the Award and also on the date of exercise or other issuance.
However, in the event that an Award is not effective as discussed in the
preceding sentence, the Company will use reasonable efforts to modify, revise or
renew such Award in a manner so as to make the Award effective. Notwithstanding
any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable; and/or (b) completion of any registration or other qualification
of such Shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company will be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company
will have no liability for any inability or failure to do so.

17. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award
granted under this Plan will confer or be deemed to confer on any Participant
any right to continue in the employ of, or to continue any other relationship
with, the Company or any Parent or Subsidiary of the Company or limit in any way
the right of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

18. CORPORATE TRANSACTIONS.

18.1 Assumption or Replacement of Awards by Successor. If
a Change-of-Control Event occurs:

(i) the successor company in any
Change-of-Control Event may, if approved in
writing by the Committee prior to any
Change-of-Control Event:

(1) substitute equivalent Options or Awards
or provide substantially similar
consideration to Participants as was

C-12

provided to stockholders (after taking into
account the existing provisions of the
Awards) or such other equitable consideration
as the Committee may approve, or

(2) issue, in place of outstanding Shares of
the Company held by the Participant,
substantially similar shares or substantially
similar other securities or substantially
similar other property subject to repurchase
restrictions no less favorable to the
Participant.

(ii) Notwithstanding anything in this Plan to the
contrary, the Committee may, in its sole
discretion, provide that the vesting of any
or all Options and Awards granted pursuant to
this Plan will accelerate immediately prior
to the consummation of a Change-of-Control
Event. If the Committee exercises such
discretion with respect to Options, such
Options will become exercisable in full prior
to the consummation of such event at such
time and on such conditions as the Committee
determines, and if such Options are not
exercised prior to the consummation of such
event, they shall terminate at such time as
determined by the Committee.

18.2 Other Treatment of Awards. Subject to any rights and
limitations set forth in Section 18.1, if a Change-of-Control Event occurs or
has occurred, any outstanding Awards will be treated as provided in the
applicable agreement or plan of merger, consolidation, dissolution, liquidation,
or sale of assets constituting the Change-of-Control Event. Subject to Committee
approval, Awards may be granted singly, in combination or in tandem so that the
settlement or payment of one automatically reduces or cancels the other.

18.3 Assumption of Awards by the Company. The Company,
from time to time, also may substitute or assume outstanding awards granted by
another company, whether in connection with an acquisition of such other company
or otherwise, by either (a) granting an Award under this Plan in substitution of
such other company's award, or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. If the Company assumes an award granted by another
company, the terms and conditions of such award will remain unchanged (except
that the exercise price and the number and nature of Shares issuable upon
exercise of any such option will be adjusted appropriately pursuant to Section
424(a) of the Code). If the Company elects to grant a new Option rather than
assuming an existing option, such new Option may be granted with a similarly
adjusted Exercise Price.

18.4 Adjustment of Shares. In the event that the number of
outstanding

C-13

shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then (a) the number of
Shares reserved for issuance under this Plan, (b) the Exercise Prices of and
number of Shares subject to outstanding Options, and (c) the number of Shares
subject to other outstanding Awards will be proportionately adjusted, subject to
any required action by the Board or the stockholders of the Company and
compliance with applicable securities laws; provided, however, that fractions of
a Share will not be issued but will either be replaced by a cash payment equal
to the Fair Market Value of such fraction of a Share or will be rounded up to
the nearest whole Share, as determined by the Committee.

19. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become
effective on the date that this Plan is approved by the stockholders of the
Company at a meeting subsequent to its adoption by the Board (the "Effective
Date"), and no Awards shall be made under the Amended and Restated 2003 Stock
Incentive Plan hereunder unless and until such approval is obtained; provided
that if such approval is not obtained, the 2003 Stock Incentive Plan in effect
immediately prior to such Effective Date will continue.

20. TERM OF PLAN. Unless earlier terminated as provided
herein, this Plan will terminate ten (10) years from the Effective Date of this
Plan. The expiration of the Plan, however, shall not affect the rights of
Participants under Options theretofore granted to them, and all unexpired
Options and Awards shall continue in force and operation after termination of
the Plan, except as they may lapse or be terminated by their own terms and
conditions.

21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any
time terminate or amend this Plan in any respect, including without limitation
amendment of any form of Award Agreement or instrument to be executed pursuant
to this Plan; provided, however, that the Board will not, (i) without the
approval of the stockholders of the Company, amend this Plan in any manner that
applicable law or regulation requires such stockholder approval, or (ii) without
the written consent of the Participant substantially alter or impair any Option
or Award previously granted under the Plan. Notwithstanding the foregoing, if an
Option has been transferred in accordance with the terms of this Plan, written
consent of the transferee (and not the Participant) shall be necessary to
substantially alter or impair any Option or Award previously granted under the
Plan. Subject to the foregoing and the requirements of Code Section 162(m), the
Board of Directors may without further action on the part of the stockholders of
the Company or the consent of Participants, amend the plan, (a) to permit or
facilitate qualification of Options thereafter granted under the Plan as ISO's,
and (b) to preserve the Company's tax deduction under Code Section 162(m).

22. EFFECT OF SECTION 162(M) OF THE CODE. The Plan, and all
Awards issued thereunder, will rely on all applicable exemptions from the
application of Section 162(m) of the Code, which restricts under certain
circumstances the Federal income tax deduction for compensation paid by a public
company to named executives in excess of $1 million per year. The Committee may,
without stockholder approval (unless otherwise required to comply with Rule
16b-3 under the Exchange Act), amend the Plan retroactively and/or prospectively
to the extent it determines necessary in order to comply with Section 162(m) of
the Code or any

C-14

subsequent clarification thereof required to preserve the Company's Federal
income tax deduction for compensation paid pursuant to the Plan.

23. GENERAL.

23.1 Additional Provisions of an Award. Awards under the
Plan also may be subject to such other provisions (whether or not applicable to
the benefit awarded to any other Participant) as the Committee determines
appropriate including, without limitation, provisions to assist the Participant
in financing the purchase of Stock upon the exercise of Options, provisions for
the forfeiture of or restrictions on resale or other disposition of shares of
Stock acquired under any Award, provisions giving the Company the right to
repurchase shares of Stock acquired under any Award in the event the Participant
elects to dispose of such shares, provisions which restrict a Participant's
ability to sell Shares for a period of time under certain circumstances, and
provisions to comply with Federal and state securities laws and Federal and
state tax withholding requirements. Any such provisions shall be reflected in
the applicable Award Agreement. In addition, the Committee may, in its
discretion, provide in an Award Agreement that, in the event that the
Participant engages, within a specified period after termination of employment,
in certain activity specified by the Committee that is deemed detrimental to the
interests of the Company (including, but not limited to, the breach of any
non-solicitation and/or non-compete agreements with the Company), the
Participant will forfeit all rights under any Options that remain outstanding as
of the time of such act and will return to the Company an amount of shares with
a Fair Market Value (determined as of the date such shares are returned) equal
to the amount of any gain realized upon the exercise of any Option that occurred
within a specified time period.

23.2. Claim to Awards and Employment Rights. Unless
otherwise expressly agreed in writing by the Company, no employee or other
person shall have any claim or right to be granted an Award under the Plan or,
having been selected for the grant of an Award, to be selected for a grant of
any other Award.

23.3. Designation and Change of Beneficiary. Each
Participant shall file with the Committee a written designation of one or more
persons as the beneficiary who shall be entitled to receive the amounts payable
with respect to an Award of Restricted Stock, if any, due under the Plan upon
his death. A Participant may, from time to time, revoke or change his
beneficiary designation without the consent of any prior beneficiary by filing a
new designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant's death, and in no event shall it be
effective as of a date prior to such receipt. If no beneficiary designation is
filed by the Participant, the beneficiary shall be deemed to be his or her
spouse or, if the Participant is unmarried at the time of death, his or her
estate.

23.4. Payments to Persons Other Than Participants. If the
Committee shall find that any person to whom any amount is payable under the
Plan is unable to care for his or her affairs because of illness or accident, or
is a minor, or is otherwise legally incompetent or

C-15

incapacitated or has died, then any payment due to such person or such person's
estate (unless a prior claim therefor has been made by a duly appointed legal
representative) may, if the Committee so directs the Company, be paid to such
person's spouse, child, relative, an institution maintaining or having custody
of such person, or any other person deemed by the Committee, in its absolute
discretion, to be a proper recipient on behalf of such person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of
the Committee and the Company therefor.

23.5. No Liability of Committee Members. No member of the
Committee shall be personally liable by reason of any contract or other
instrument executed by such Committee member or on his or her behalf in his or
her capacity as a member of the Committee nor for any mistake of judgment made
in good faith, and the Company shall indemnify and hold harmless each member of
the Committee and each other employee, officer or director of the Company to
whom any duty or power relating to the administration or interpretation of the
Plan may be allocated or delegated, against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement of a claim)
arising out of any act or omission to act in connection with the Plan unless
arising out of such person's own fraud or willful bad faith; provided, however,
that approval of the Board shall be required for the payment of any amount in
settlement of a claim against any such person. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's Articles of Incorporation
or By-Laws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.

23.6. Governing law. The Plan and all agreements hereunder
shall be governed by and construed in accordance with the internal laws of the
State of Delaware without regard to the principles of conflicts of law thereof.

23.7. Funding. No provision of the Plan shall require the
Company, for the purpose of satisfying any obligations under the Plan, to
purchase assets or place any assets in a trust or other entity to which
contributions are made or otherwise to segregate any assets, nor shall the
Company maintain separate bank accounts, books, records or other evidence of the
existence of a segregated or separately maintained or administered fund for such
purposes. Participants shall have no rights under the Plan other than as general
unsecured creditors of the Company, except that insofar as they may have become
entitled to payment of additional compensation by performance of services, they
shall have the same rights as other employees under general law.

23.8. Reliance on Reports. Each member of the Committee
and each member of the Board shall be fully justified in relying, acting or
failing or refusing to act, and shall not be liable for having so relied, acted
or failed or refused to act in good faith, upon any report made by the
independent public accountant of the Company and its Subsidiaries and Affiliates
and upon any other information furnished in connection with the Plan by any
person or persons other than himself.

C-16

23.9. Relationship to Other Benefits. No payment under the
Plan shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the Company
or any Subsidiary except as otherwise specifically provided in such other plan.

23.10. Expenses. The expenses of administering the Plan
shall be borne by the Company and its Subsidiaries and Affiliates.

23.11. Pronouns. Masculine pronouns and other words of
masculine gender shall refer to both men and women.

23.12. Titles and Headings. The titles and headings of the
sections in the Plan are for convenience of reference only, and in the event of
any conflict, the text of the Plan, rather than such titles or headings shall
control.

23.13. Termination of Employment. For all purposes herein,
a person who transfers from employment or service with the Company to employment
or service with a Subsidiary or Affiliate or vice versa shall not be deemed to
have terminated employment or service with the Company, a Subsidiary or
Affiliate.

23.14 Nonexclusivity of the Plan. Neither the adoption of
this Plan by the Board, the submission of this Plan to the stockholders of the
Company for approval, nor any provision of this Plan will be construed as
creating any limitations on the power of the Board to adopt such incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.

23.15 Employees Based Outside of the United States.
Notwithstanding any provision of the Plan to the contrary, in order to foster
and promote achievement of the purposes of the Plan or to comply with provisions
of laws in other countries in which the Company, its Affiliates, and its
Subsidiaries operate or have employees, the Committee, in its sole discretion,
shall have the power and authority to (i) determine which employees employed
outside the United States are eligible to participate in the Plan, (ii) modify
the terms and conditions of Awards granted to employees who are employed outside
the United States, and (iii) establish subplans (through the addition of
schedules to the Plan or otherwise), modify option exercise procedures and other
terms and procedures to the extent such actions may be necessary or advisable.

24. DEFINITIONS. As used in this Plan, the following terms
will have the following meanings:

"Affiliate" means any entity in which the Company has an
ownership interest of at least 20%.

"Award" means any award under this Plan, including any Option,
Restricted

C-17

Stock or Short-Term Cash Incentive Award.

"Award Agreement" means, with respect to each Award, the
signed written agreement between the Company and the
Participant setting forth the terms and conditions of the
Award.

"Board" means the Board of Directors of the Company.

"Cause" means the Company, a Subsidiary or Affiliate having
cause to terminate a Participant's employment or service under
any existing employment, consulting or any other agreement
between the Participant and the Company or a Subsidiary or
Affiliate or, in the absence of such an employment, consulting
or other agreement, upon (i) the determination by the
Committee that the Participant has ceased to perform his
duties to the Company, a Subsidiary or Affiliate (other than
as a result of his incapacity due to physical or mental
illness or injury), which failure amounts to an intentional
and extended neglect of his duties to such party, (ii) the
Committee's determination that the Participant has engaged or
is about to engage in conduct materially injurious to the
Company, a Subsidiary or Affiliate or (iii) the Participant
having been convicted of a felony or a misdemeanor carrying a
jail sentence of six months or more.

"Change-of-Control Event" means the occurrence of any one or
more of the following events: (i) there shall have been a
change in a majority of the Board of Directors of the Company
within a two (2) year period, unless the appointment of a
director or the nomination for election by the Company's
stockholders of each new director was approved by the vote of
a majority of the directors then still in office who were in
office at the beginning of such two (2) year period, or (ii)
the Company shall have been sold by either (A) a sale of all
or substantially all its assets, or (B) a merger or
consolidation, other than any merger or consolidation pursuant
to which the Company acquires another entity, or (C) a tender
offer, whether solicited or unsolicited or (iii) any person
(within the meaning of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), other than the Company, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities which
carry the right to vote in the election of, or participate in
the appointment of, the Company's directors (the "Voting
Securities") representing 50 percent or more of the total
voting power of all the then-outstanding Voting Securities.

"Code" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to
such section and any regulations under such section.

C-18

"Common Stock" means the outstanding common stock, par value
$0.01 per share, of the Company, or any other class of
securities into which substantially all the Common Stock is
converted or for which substantially all the Common Stock is
exchanged.

"Committee" means the Compensation Committee, the Stock Option
Committee or such other committee appointed by the Board
consisting solely of two or more Outside Directors or the
Board.

"Company" means Jarden Corporation, a Delaware corporation, or
any successor corporation.

"Disability" or "Disabled" means a disability, whether
temporary or permanent, partial or total, as determined in
good faith by the Committee.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended.

"Exercise Price" means the price at which a holder of an
Option may purchase the Shares issuable upon exercise of the
Option.

"Fair Market Value" means, as of any date, the value of a
share of the Company's Common Stock determined as follows:

a. if such Common Stock is publicly traded and
is then listed on a national securities
exchange (i.e. The New York Stock Exchange),
its closing price on the date of
determination on the principal national
securities exchange on which the Common
Stock is listed or admitted to trading, and
if there were no trades on such date, on the
day on which a trade occurred next preceding
such date;

b. if such Common Stock is publicly traded and
is then quoted on the NASDAQ National
Market, its closing price on the NASDAQ
National Market on the date of determination
as reported in The Wall Street Journal, and
if there were no trades on such date, on the
day on which a trade occurred next preceding
such date;

c. if such Common Stock is publicly traded but
is not quoted on the NASDAQ National Market
nor listed or admitted to trading on a
national securities exchange, the average of
the closing bid and asked prices on the date
of determination as reported in The Wall
Street Journal or, if not reported in The
Wall Street Journal, as reported by any
reputable publisher or quotation service, as
determined by the Committee in good faith,
and if there were no trades on such date, on
the day on which a trade occurred next
preceding such date;

C-19

d. if none of the foregoing is applicable, by
the Committee in good faith based upon
factors available at the time of the
determination, including, but not limited
to, capital raising activities of the
Company.

"Insider" means an officer or director of the Company or any
other person whose transactions in the Company's Common Stock
are subject to Section 16 of the Exchange Act.

"NASD Dealer" has the meaning set forth in Section 8(e).

"NQSO's" has the meaning set forth in Section 5.

"Option" means an award of an option to purchase Shares
pursuant to Section 5.

"Outside Director" means a person who is both (i) a
"nonemployee director" within the meaning of Rule 16b-3 under
the Exchange Act, or any successor rule or regulation and (ii)
an "outside director" within the meaning of Section 162(m) of
the Code.

"Parent" means any corporation or other legal entity (other
than the Company) in an unbroken chain of corporations and/or
other legal entities ending with the Company if each of such
corporations and other legal entities other than the Company
owns stock, other equity securities or other equity interests
possessing 50% or more of the total combined voting power of
all classes of stock, equity securities or other equity
interests in one of the other corporations or other entities
in such chain.

"Participant" means a person who receives an Award under this
Plan.

"Performance Factors" means the factors selected by the
Committee from time to time, including, but not limited to,
the following measures to determine whether the performance
goals established by the Committee and applicable to Awards
have been satisfied:

a. Net revenue and/or net revenue growth;

b. Earnings before income taxes and
amortization and/or earnings before income
taxes and amortization growth;

c. Operating income and/or operating income
growth;

d. Net income and/or net income growth;

C-20

e. Earnings per share and/or earnings per share
growth;

f. Total stockholder return and/or total
stockholder return growth including an
increase in the value of a share of the
Company's Common Stock;

g. Return on equity;

h. Operating cash flow;

i. Adjusted operating cash flow return on
income;

j. Economic value added;

k. Successful capital raises;

l. Individual confidential business objectives;
and

m. Other performance based factors deemed
reasonable and appropriate by the
Committee.

"Performance Period" means the period of service determined by
the Committee during which years of service or performance is
to be measured for Restricted Stock Awards or Short-Term Cash
Incentive Awards.

"Plan" means the Jarden Corporation 2003 Stock Incentive Plan,
as amended from time to time.

"Restricted Stock Award" means an award of Shares pursuant to
Section 6.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Shares" means shares of the Company's Common Stock reserved
for issuance under this Plan, as adjusted pursuant to Section
18, and any successor security.

"Short-Term Cash Incentive Award" means that Award pursuant to
Section 7.

"Subsidiary" means any corporation or other legal entity
(other than the Company) in an unbroken chain of corporations
and/or other legal entities beginning with the Company if each
of the corporations and entities other than the last
corporation or entity in the unbroken chain owns stock, other
equity securities or other equity interests possessing 50% or
more of the total combined voting power of all classes of
stock, other equity securities or other equity interests in
one

C-21

of the other corporations or entities in such chain.

"Ten Percent Stockholder" has the meaning set forth in Section
5.2.

"Termination" or "Terminated" means, for purposes of this Plan
with respect to a Participant, that the Participant has for
any reason ceased to provide services as an employee, officer,
director, consultant, independent contractor, or advisor to
the Company or a Parent or Subsidiary of the Company. An
employee will not be deemed to have ceased to provide services
in the case of (i) sick leave, (ii) military leave, or (iii)
any other leave of absence approved by the Committee,
provided, that such leave is for a period of not more than 90
days, unless re-employment upon the expiration of such leave
is guaranteed by contract or statute or unless provided
otherwise pursuant to formal policy adopted from time to time
by the Company and issued and promulgated to employees in
writing. In the case of any employee on an approved leave of
absence, the Committee may make such provisions respecting
suspension of vesting of the Award while on leave from the
employ of the Company or a Subsidiary as it may deem
appropriate, except that in no event may an Option be
exercised after the expiration of the term set forth in the
Option agreement. The Committee will have sole discretion to
determine whether a Participant has ceased to provide services
and the effective date on which the Participant ceased to
provide services (the "Termination Date").

"Unvested Shares" means "Unvested Shares" as defined in the
Award Agreement.

"Vested Shares" means "Vested Shares" as defined in the Award
Agreement.

C-22

CERTIFICATION

The undersigned, being the Secretary of Jarden Corporation, a Delaware
corporation, hereby certifies that the foregoing is a true and complete copy of
the Jarden Corporation Amended and Restated 2003 Stock Incentive Plan, as duly
adopted by the Board of Directors of the Company on February 16, 2005, and that
said plan is in full force and effect on the date hereof, without further
amendment or modification.

/s/ Ian G.H. Ashken

C-23

JARDEN CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, MAY ___, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Martin E. Franklin and Ian G.H. Ashken,
as proxies each with full power of substitution, and hereby authorizes them to
appear and vote as designated below, all shares of Common Stock and Preferred
Stock of Jarden Corporation held on record by the undersigned on April 28, 2005,
at the Annual Meeting of Stockholders to be held on May __, 2005 at 555 Theodore
Fremd Avenue, Rye, NY 10580 and any adjournments or postponements thereof and
upon any and all matters which may properly be brought before the meeting or any
adjournments or postponements thereof, thereby revoking all former proxies.

|X| Please mark votes as in this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS.

The undersigned hereby directs this Proxy to be voted:

1. Election of Directors

Douglas W. Huemme
Robert L. Wood
Irwin D. Simon

|_| FOR |_| WITHHOLD AUTHORITY
the election as directors of all nominees listed above to vote for all nominees
listed above

|_| WITHHOLD authority to vote for any individual nominee. Write
the name of the nominee for which authority to vote is being
withheld on the line below.

- -------------------------------------------------------------------------------------------------------------------

2. Proposal to approve and adopt the Jarden Corporation Amended and Restated
2003 Stock Incentive Plan.