Avery Dennison Corporation, Exhibit 4.3



 


Exhibit 4.3


     THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE
REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED,
IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



	 	 	 
	CUSIP No. 053611 AC 3

No. R-1	 	
Principal Amount:   $250,000,000



AVERY DENNISON CORPORATION


4.875% Notes due 2013


     Avery Dennison Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “Corporation,” which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of TWO HUNDRED FIFTY MILLION Dollars on January 15,
2013, and to pay interest thereon from January 17, 2003 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually, on January 15 and July 15 in each year, commencing July 15,
2003, at the rate of 4.875% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be January 1 or July 1 (whether or
not a Business Day), as the case may be, immediately preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes of this series not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
said Indenture.


     Payment of the principal of (and premium, if any) and interest on this
Note will be made at the office or agency of the Corporation maintained for
that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Notwithstanding the foregoing, so long as the Holder
of this Note is the Depositary or its nominee, payment of the principal of (and
premium, if any) and interest on this Note will be made by wire transfer of
immediately available funds.


     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


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     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by the manual signature of one of its
authorized signatories or authorized Authenticating Agents, this Note shall not
be entitled to any benefits under the Indenture, or be valid or obligatory for
any purpose.


     IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed.


Dated as of Date of Authentication:



	 	 	 	 	 
	 	 	AVERY DENNISON CORPORATION
	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	
By	 	 
	 	 	 	 	




CERTIFICATE OF AUTHENTICATION


     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.


Dated: January 17, 2003.



	 	 	 	 	 
	 	 	J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION, as Trustee
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Authorized Signatory



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REVERSE SIDE OF NOTE


     This Note is one of a duly authorized issue of securities of the
Corporation (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of July 3, 2001 (herein called the
“Indenture,” which term shall have the meaning assigned to it in such
instrument), between the Corporation and J.P. Morgan Trust Company, National
Association (as successor to Chase Manhattan Bank and Trust Company, National
Association), as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Corporation, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof.


     The Securities of this series are subject to redemption upon not less than
30 days’ nor more than 60 days’ prior written notice by mail, at any time, as a
whole or in part, at the election of the Corporation, at the following
Redemption Price which shall be equal to the greater of the following amounts:



	 	•	 	100% of the principal amount of the Security being
redeemed on the Redemption Date; or
	 
	 	•	 	the sum of the present values of the remaining
scheduled payments of principal and interest on the Security
being redeemed on that Redemption Date (not including any portion
of any interest payments accrued to the Redemption Date)
discounted to the Redemption Date on a semi-annual basis at the
Treasury Rate (as defined below), as determined by the Quotation
Agent (as defined below) plus 12.5 basis points;



plus, in each case, accrued and unpaid interest on the Security to the
Redemption Date, provided that interest installments whose Stated Maturity is
on or prior to such Redemption Date will be payable on the Interest Payment
Date to the Holders of such Securities of record at the close of business on
the relevant Record Dates referred to on the face hereof, all as provided in
the Indenture. The Redemption Price shall be calculated on the basis of a
360-day year consisting of twelve 30-day months.


     Except for a default in the payment of the Redemption Price and accrued
interest, on and after the Redemption Date, interest will cease to accrue on
the Securities or any portion of the Securities called for redemption.


     In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.


     “Comparable Treasury Issue” means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Securities.


     “Comparable Treasury Price” means, with respect to any Redemption Date,
(A) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such Quotation.


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     “Quotation Agent” means the Reference Treasury Dealer appointed by the
Corporation.


     “Reference Treasury Dealer” means (A) each of Goldman, Sachs & Co.,
Salomon Smith Barney Inc., Banc of America Securities LLC, J.P. Morgan
Securities Inc. and Wachovia Securities, Inc. (or their respective affiliates
which are Primary Treasury Dealers), and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”),
the Corporation shall substitute another Primary Treasury Dealer; and (B) any
other Primary Treasury Dealer(s) selected by the Trustee after consultation
with the Corporation.


     “Reference Treasury Dealer Quotation” means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third business day preceding such Redemption Date.


     “Treasury Rate” means, with respect to any Redemption Date, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date.


     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.


     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of and accrued and unpaid interest on
the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.


     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Securities of all series
affected under the Indenture at any time by the Corporation and the Trustee
with the consent of the Holders of a majority in principal amount of the
Securities of all series at the time Outstanding affected thereby (voting as
one class).


     The Indenture contains provisions permitting the Holders of not less than
a majority in principal amount of the Securities of all series at the time
Outstanding with respect to which a default under the Indenture shall have
occurred and be continuing (voting as one class), on behalf of the Holders of
the Securities of all such series, to waive, with certain exceptions, such past
default with respect to all such series and its consequences. The Indenture
also permits the Holders of not less than a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Corporation with
certain provisions of the Indenture. Any such consent or waiver by the Holder
of this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of


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not less than 25% in principal amount of the Securities of this series at
the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any premium or interest hereon on or
after the respective due dates expressed herein.


     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Corporation in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


     The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


     No service charge shall be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.


     Prior to due presentment of this Security for registration of transfer,
the Corporation, the Trustee and any agent of the Corporation or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Corporation, the Trustee nor any such agent shall be affected by notice to
the contrary.


     All terms used in this Security which are defined in the Indenture and not
defined herein shall have the meanings assigned to them in the Indenture.


     The Indenture and the Securities issued thereby shall be governed by and
construed in accordance with the laws of the State of New York.



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