Promissory Note BY Ian G. H. Asken

PROMISSORY NOTE


$1,641,000 January 24, 2002


FOR VALUE RECEIVED, the undersigned, Ian Ashken ("Payor"), having an address at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580 hereby promises to pay to the order of Alltrista Corporation ("Payee"), having an address at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580, at Payee's principal place of business at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580, the sum of One Million Six Hundred Forty-One Thousand Dollars ($1,641,000), together with all accrued and unpaid interest thereon from the date hereof at the rate of 4.125% per annum (being the lowest cost of Payee's borrowing on the date noted above) on the Payment Date (as defined below); provided, however, that upon the occurrence and continuance of an Event of Default (as hereinafter defined), interest shall accrue at the prime rate in effect at such time. The principal of, and interest on, this note (the "Note") are payable in United States dollars, except as otherwise expressly provided in paragraph 13 below. This Note is subject to the following additional terms.


1. 2002 Executive Loan Program. This Note evidences a loan made by Payee to Payor under the Alltrista Corporation 2002 Executive Stock Program (the "Program") in connection with the exercise of non-qualified stock options to purchase 150,000 shares of Common Stock (the "Shares") granted under the Alltrista Corporation 2001 Stock Option Plan. Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Program. The Note is made pursuant to the terms and provisions of the Program. Payor hereby acknowledges receipt of a copy of the Program. Payor has read and understands the terms and provisions thereof, and accepts and understands that the Loan was made subject to all the terms and conditions of the Program and this Note. Payor agrees to be bound by, all of the terms and conditions of the Program.


2. Payment. (a) All payments hereunder shall be payable at the offices of Payee, or at such other place as Payee may from time to time designate by written notice to Payor. The Payor will pay the outstanding principal of, and all accrued and unpaid interest due, upon this Note on the Payment Date, except as otherwise provided in paragraph 2(c) below. All payments hereunder shall be applied first to all accrued and unpaid interest hereunder and then to the principal amount outstanding hereunder.


(b) For purposes of this Note, the term "Payment Date" shall mean the date which is the earlier of (i) January 23, 2007, or (ii) 90 days after the date that Payor ceases to be employed by Alltrista Corporation or its present or future subsidiaries for any reason other than age, Disability (as defined in the Employment Agreement (the "Employment Agreement"), dated January 1, 2002, between Payor and Payee), death or termination by Alltrista Corporation without Cause (as defined in the Employment Agreement)


(c) Notwithstanding anything to the contrary contained herein, in the event that, prior to the Payment Date, Payor sells, assigns, pledges, hypothecates, or otherwise


transfers (collectively, a "Transfer") any Shares, Payor is required to repay that amount of the outstanding balance under this Note, within four business days following such Transfer, which is derived by multiplying (x) the number of Shares Transferred, by (y) $10.94. The number of shares granted and the price of $10.95 shall be adjusted for changes or adjustments in the common stock as outlined in Section 5.09 of the Company's 2001 Stock Option Plan. The Payor is required to provide Payee with notice describing a Transfer within two Business Days after the Transfer.


3. Events of Default. The following shall constitute an "Event of Default" under this Note:


(a) Payor shall have failed to make any payment due hereunder
within ten (10) days after the due date therefor, and shall
fail to make such payment for an additional ten (10) business
days after written notice of such non-payment;

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