Exhibit 4.3
               PAXAR 2000 LONG-TERM PERFORMANCE AND INCENTIVE PLAN
                         (as amended on April 30, 2003)

1. OBJECTIVES.

The Paxar Long-Term Performance and Incentive Plan (the "Plan") is designed to
attract, motivate and retain selected employees of, and other individuals
providing services to Paxar Corporation, ("the Company"). These objectives are
accomplished by making long-term performance, incentive and other awards under
the Plan, thereby providing Participants with a proprietary interest in the
growth and performance of the Company.

2. DEFINITIONS.

(a) "Awards" -- The grant of any form of stock option, stock appreciation right,
stock or cash award, whether granted singly, in combination or in tandem, to a
Participant pursuant to such terms, conditions, performance requirements,
limitations and restrictions as the Committee may establish in order to fulfill
the objectives of the Plan.

(b) "Award Agreement" -- An agreement between the Company and a Participant that
sets forth the terms, conditions, performance requirements, limitations and
restrictions applicable to an Award.

(c) "Board" -- The Board of Directors of Paxar Corporation.

(d) "Capital Stock," or "shares" -- Authorized and issued or unissued Capital
Stock of the Company, at such par value as may be established from time to time.

(e) "Code" -- The Internal Revenue Code of 1986, as amended from time to time.

(f) "Committee" -- The committee designated by the Board to administer the Plan.

(g) "Company" -- Paxar Corporation and its affiliates and subsidiaries including
subsidiaries of subsidiaries and partnerships and other business ventures in
which Paxar Corporation has an equity interest.

(h) "Fair Market Value" -- The average of the high and low prices of Capital
Stock on the New York Stock Exchange during the Exchange's normal hours trading
session for the date in question, provided that, if no such sales of Capital
Stock were made on said exchange on that date, the average of the high and low
prices of Capital Stock as reported for the most recent preceding day on which
such sales of Capital Stock were made on said exchange.

(i) "Participant" -- An individual to whom an Award has been made under the
Plan. Awards may be made to any employee of, or any other individual providing
services to, the Company. However, incentive stock options may be granted only
to individuals who are employed by the Company or by a subsidiary corporation
(within the meaning of Section 424(f) of the Code) of the Company, including a
subsidiary that becomes such after the adoption of the Plan.

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(j) "Performance Period" -- A multi-year period of no more than five consecutive
calendar years over which one or more of the performance criteria listed in
Section 6 shall be measured pursuant to the grant of Long-Term Performance
Incentive Awards (whether such Awards take the form of stock, stock units or
equivalents or cash). Performance Periods may overlap one another, but no two
Performance Periods may consist solely of the same calendar years.

3. CAPITAL STOCK AVAILABLE FOR AWARDS.

The number of shares that may be issued under the Plan for Awards granted wholly
or partly in stock is 5,533,200. This amount includes any shares previously
authorized by shareholders for grants or awards under any prior plan of the
Company which are still available for issuance when the Plan becomes effective.
In addition, any shares covered by grants or awards, made under any prior plan
of the Company, which are not earned or for which the awards expire or are
canceled, terminated, forfeited, settled in cash or payable solely in cash after
the Plan becomes effective, shall be available for the issuance of shares under
the Plan. Shares of Capital Stock may be made available from the authorized but
unissued shares of the Company or from shares held in the Company's treasury and
not reserved for some other purpose. For purposes of determining the number of
shares of Capital Stock issued under the Plan, no shares shall be deemed issued
until they are actually delivered to a Participant, or such other person in
accordance with Section 10. Shares covered by Awards that either wholly or in
part are not earned, or that expire or are forfeited, terminated, canceled,
settled in cash, payable solely in cash or exchanged for other awards, shall be
available for future issuance under Awards. Further, shares tendered to or
withheld by the Company in connection with the exercise of stock options, or the
payment of tax withholding on any Award, shall also be available for future
issuance under Awards.

4. ADMINISTRATION.

The Plan shall be administered by the Committee, which shall have full power to
select Participants, to interpret the Plan, to grant waivers of Award
restrictions, to continue, accelerate or suspend exercisability, vesting or
payment of an Award and to adopt such rules, regulations and guidelines for
carrying out the Plan as it may deem necessary or proper. These powers include,
but are not limited to, the adoption of modifications, amendments, procedures,
subplans and the like as necessary to comply with provisions of the laws and
regulations of the countries in which the Company operates in order to assure
the viability of Awards granted under the Plan and to enable Participants
regardless of where employed to receive advantages and benefits under the Plan
and such laws and regulations.

5. DELEGATION OF AUTHORITY.

The Committee may delegate to officers of the Company its duties, power and
authority under the Plan pursuant to such conditions or limitations as the
Committee may establish, except that only the Committee or the Board may select,
and grant Awards to, Participants who are subject to Section 16 of the
Securities Exchange Act of 1934.

6. AWARDS.

The Committee shall determine the type or types of Award(s) to be made to each
Participant and shall set forth in the related Award Agreement the terms,
conditions, performance requirements, and limitations applicable to each Award.


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Awards may include but are not limited to those listed in this Section 6. Awards
may be granted singly, in combination or in tandem. Awards may also be made in
combination or in tandem with, in replacement or payment of, or as alternatives
to, grants, rights or compensation earned under any other plan of the Company,
including the plan of any acquired entity. During any five-year period, no
Participant may receive, under the Plan, stock options or stock appreciation
rights with respect to an aggregate of more than 750,000 shares. With regard to
any "covered employee" (as defined by Section 162(m) of the Code), the maximum
number of shares of Capital Stock share equivalents of Capital Stock (stock
units) that can be earned by any Participant for any Performance Period is
75,000 shares, subject to adjustment for changes in corporate capitalization,
such as a stock split, and if an Award is denominated in cash rather than in
shares of Capital Stock or stock units, the share equivalent for purposes of the
maximum will be determined by dividing the highest amount that the Award could
be under the formula for such Performance Period by the closing price of a share
of Capital Stock on the first trading day of the Performance Period.

         (a) Stock Option -- A grant of a right to purchase a specified number
         of shares of Capital Stock the exercise price of which shall be not
         less than 100% of Fair Market Value on the date of grant of such right,
         as determined by the Committee, provided that, in the case of a stock
         option granted retroactively in tandem with or as substitution for
         another award granted under any plan of the Company, the exercise price
         may be the same as the purchase or designated price of such other
         award. A stock option may be in the form of an incentive stock option
         ("ISO") which, in addition to being subject to applicable terms,
         conditions and limitations established by the Committee, complies with
         Section 422 of the Code. The number of shares of stock that shall be
         available for issuance under ISOs granted under the Plan is limited to
         1,000,000.

         (b) Stock Appreciation Right -- A right to receive a payment, in cash
         and/or Capital Stock, equal in value to the excess of the Fair Market
         Value of a specified number of shares of Capital Stock on the date the
         stock appreciation right (SAR) is exercised over the grant price of the
         SAR, which shall not be less than 100% of the Fair Market Value on the
         date of grant of such SAR, as determined by the Committee, provided
         that, in the case of an SAR granted retroactively in tandem with or as
         substitution for another award granted under any plan of the Company,
         the grant price may be the same as the exercise or designated price of
         such other award.

         (c) Stock Award -- An Award made in stock and denominated in units of
         stock. The maximum number of shares of Capital Stock that may be issued
         under Stock Awards shall not exceed 20% of the aggregate number of
         shares available for issuance under Awards. All or part of any stock
         award may be subject to conditions established by the Committee, and
         set forth in the Award Agreement, which may include, but are not
         limited to, continuous service with the Company, achievement of
         specific business objectives, increases in specified indices, attaining
         growth rates, and other comparable measurements of Company performance.
         An Award made in stock or denominated in units of stock that is subject
         to restrictions on transfer and/or forfeiture provisions may be
         referred to as an Award of "Restricted Stock," "Restricted Stock Units"
         or "Long-Term Performance and Incentive" units.


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         (d) Cash Award -- An Award denominated in cash with the eventual
         payment amount subject to future service and such other restrictions
         and conditions as may be established by the Committee, and as set forth
         in the Award Agreement, including, but not limited to, continuous
         service with the Company, achievement of specific business objectives,
         increases in specified indices, attaining growth rates, and other
         comparable measurements of Company performance.

         (e) Performance Criteria under Section 162(m) of the Code for Long-Term
         Performance and Incentive Awards -- The performance criteria for
         Long-Term Performance and Incentive Awards (whether such Awards take
         the form of stock, stock units or equivalents or cash) made to any
         "covered employee" (as defined by Section 162(m) of the Code) shall
         consist of objective tests based on one or more of the following:
         earnings, cash flow, customer satisfaction, revenues, financial return
         ratios, market performance, shareholder return and/or value, operating
         profits (including EBITDA), net profits, earnings per share, profit
         returns and margins, stock price and working capital. Performance
         criteria may be measured solely on a corporate, subsidiary or business
         unit basis, or a combination thereof. Further, performance criteria may
         reflect absolute entity performance or a relative comparison of entity
         performance to the performance of a peer group of entities or other
         external measure of the selected performance criteria. The formula for
         any Award may include or exclude items to measure specific objectives,
         such as losses from discontinued operations, extraordinary gains or
         losses, the cumulative effect of accounting changes, acquisitions or
         divestitures, foreign exchange impacts and any unusual, nonrecurring
         gain or loss. Nothing herein shall preclude the Committee from making
         any payments or granting any Awards whether or not such payments or
         Awards qualify for tax deductibility under Section 162(m) of the Code.

7. PAYMENT OF AWARDS.

Payment of Awards may be made in the form of cash, stock or combinations thereof
and may include such restrictions as the Committee shall determine. Further,
with Committee approval, payments may be deferred, either in the form of
installments or as a future lump-sum payment, in accordance with such procedures
as may be established from time to time by the Committee. Any deferred payment,
whether elected by the Participant or specified by the Award Agreement or the
Committee, may require the payment to be forfeited in accordance with the
provisions of Section 13. Dividends or dividend equivalent rights may be
extended to and made part of any Award denominated in stock or units of stock,
subject to such terms, conditions and restrictions as the Committee may
establish. The Committee may also establish rules and procedures for the
crediting of interest on deferred cash payments and dividend equivalents for
deferred payments denominated in stock or units of stock. At the discretion of
the Committee, a Participant may be offered an election to substitute an Award
for another Award or Awards of the same or different type.

8. EXERCISE OF STOCK OPTION OR OTHER STOCK AWARD.

Shares of Capital Stock may be purchased under a stock option, or other Stock
Award, in cash at the time of the exercise, as set forth in the related Award
Agreement or, if permitted by the Committee, by means of tendering Capital Stock
or surrendering another Award or any combination thereof, including part payment
in cash. The Committee shall determine acceptable methods of tendering Capital
Stock or other Awards and may impose such conditions on the use of Capital Stock
or other Awards to exercise a stock option or other Stock Award as it deems
appropriate.



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9. TAX WITHHOLDING.

Prior to the payment or settlement of any Award, the Participant must pay, or
make arrangements acceptable to the Company for the payment of, any and all
federal, state and local tax withholding that in the opinion of the Company is
required by law. The Company shall have the right to deduct applicable taxes
from any Award payment and withhold, at the time of delivery or vesting of
shares under the Plan, an appropriate number of shares for payment of taxes
required by law or to take such other action as may be necessary in the opinion
of the Company to satisfy all obligations for withholding of such taxes.

10. TRANSFERABILITY.

No award shall be transferable or assignable, or payable to or exercisable by,
anyone other than the Participant to whom it was granted, except (i) by law,
will or the laws of descent and distribution, or (ii) as a result of the
disability of a Participant. The Committee, however, (in the form of an Award
Agreement or otherwise) may permit transfers of Awards by gift or otherwise to a
member of a Participant's immediate family and/or trusts whose beneficiaries are
members of the Participant's immediate family, or to such other persons or
entities as may be approved by the Committee. Notwithstanding the foregoing, in
no event shall ISOs be transferable or assignable other than by will or by the
laws of descent and distribution.

11. AMENDMENT, MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE PLAN.

The Board may amend, modify, suspend or terminate the Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted by law. Subject to changes in law or other legal requirements that
would permit otherwise, the Plan may not be amended without the consent of the
holders of a majority of the shares of Capital Stock then outstanding, to (i)
increase the aggregate number of shares of Capital Stock that may be issued
under the Plan (except for adjustments pursuant to Section 14 of the Plan), or
(ii) permit the granting of stock options or SARs with exercise or grant prices
lower than those specified in Section 6.

12. TERMINATION OF EMPLOYMENT.

If the employment of a Participant terminates, other than as a result of the
death or disability of a Participant, all unexercised, deferred and unpaid
Awards shall be canceled immediately, unless the Award Agreement provides
otherwise. In the event of the death of a Participant or in the event a
Participant is deemed by the Company to be disabled, the Participant's estate,
beneficiaries or representative, as the case may be, shall have the rights and
duties of the Participant under the applicable Award Agreement.


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13. CANCELLATION AND RESCISSION OF AWARDS.

(a) Unless the Award Agreement specifies otherwise, the Committee may cancel,
rescind, suspend. withhold or otherwise limit or restrict any unexpired, unpaid,
or deferred Awards at any time if the Participant is not in compliance with all
applicable provisions of the Award Agreement and the Plan, or if the Participant
engages in any activity that results in termination of the Participant's
employment for cause; violates any rules, policies, procedures or guidelines of
the Company, is convicted of, or enters a guilty plea with respect to, a crime,
whether or not connected with the Company; or engages in any other conduct or
act determined by the Committee to be injurious, detrimental or prejudicial to
any interest of the Company.

(b) Upon exercise, payment or delivery pursuant to an Award, the Participant
shall certify in a manner acceptable to the Company that he or she is in
compliance with the terms and conditions of the Plan. In the event a Participant
fails to comply with the provisions of this Section 13 prior to, or during the
six months after, any exercise, payment or delivery pursuant to an Award, such
exercise, payment or delivery may be rescinded within two years thereafter. In
the event of any such rescission, the Participant shall pay to the Company the
amount of any gain realized or payment received as a result of the rescinded
exercise, payment or delivery, in such manner and on such terms and conditions
as may be required, and the Company shall be entitled to set-off against the
amount of any such gain any amount owed to the Participant by the Company.

14. ADJUSTMENTS.

In the event of any change in the outstanding Capital Stock of the Company by
reason of a stock split, stock dividend, combination or reclassification of
shares, recapitalization, merger, or similar event, the Committee may adjust
proportionately: (a) the number of shares of Capital Stock (i) available for
issuance under the Plan, (ii) available for issuance under ISOs, (iii) for which
Awards may be granted to an individual Participant set forth in Section 6, and
(iv) covered by outstanding Awards denominated in stock or units of stock; (b)
the exercise and grant prices related to outstanding Awards; and (c) the
appropriate Fair Market Value and other price determinations for such Awards. In
the event of any other change affecting the Capital Stock or any distribution
(other than normal cash dividends) to holders of Capital Stock, such adjustments
in the number and kind of shares and the exercise, grant and conversion prices
of the affected Awards as may be deemed equitable by the Committee, including
adjustments to avoid fractional shares, shall be made to give proper effect to
such event. In the event of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation, the Committee
shall be authorized to cause the Company to issue or assume stock options,
whether or not in a transaction to which section 424(a) of the Code applies, by
means of substitution of new stock options for previously issued stock options
or an assumption of previously issued stock options. In such event, the
aggregate number of shares of Capital Stock available for issuance under Awards
under Section 3, including the individual Participant maximums set forth in
Section 6 will be increased to reflect such substitution or assumption.

15. MISCELLANEOUS.

(a) Any notice to the Company required by any of the provisions of the Plan
shall be addressed to the Company's General Counsel in writing, and shall become
effective when it is received.


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(b) The Plan shall be unfunded and the Company shall not be required to
establish any special account or fund or to otherwise segregate or encumber
assets to ensure payment of any Award.

(c) Nothing contained in the Plan shall prevent the Company from adopting other
or additional compensation arrangements or plans, and such arrangements or plans
may be either generally applicable or applicable only in specific cases.

(d) No Participant shall have any claim or right to be granted an Award under
the Plan and nothing contained in the Plan shall be deemed or be construed to
give any Participant the right to be retained in the employ of the Company or to
interfere with the right of the Company to discharge any Participant at any time
without regard to the effect such discharge may have upon the Participant under
the Plan. Except to the extent otherwise provided in any plan or in an Award
Agreement, no Award under the Plan shall be deemed compensation for purposes of
computing benefits or contributions under any other plan of the Company.

(e) The Plan and each Award Agreement shall be governed by the laws of the State
of New York, excluding any conflicts or choice of law rule or principle that
might otherwise refer construction or interpretation of the Plan to the
substantive law of another jurisdiction. Unless otherwise provided in the Award
Agreement, recipients of an Award under the Plan are deemed to submit to the
exclusive jurisdiction and venue of the federal or state courts of New York,
County of Westchester, to resolve any and all issues that may arise out of or
relate to the Plan or any related Award Agreement.

(f) In the event that a Participant or the Company brings an action to enforce
the terms of the Plan or any Award Agreement and the Company prevails, the
Participant shall pay all costs and expenses incurred by the Company in
connection with that action, including reasonable attorneys' fees, and all
further costs and fees, including reasonable attorneys' fees incurred by the
Company in connection with collection.

(g) The Committee and any officers to whom it may delegate authority under
Section 5 shall have full power and authority to interpret the Plan and to make
any determinations thereunder, including determinations under Section 13, and
the Committee's or such officer's determinations shall be binding and
conclusive. Determinations made by the Committee or any such officer under the
Plan need not be uniform and may be made selectively among individuals, whether
or not such individuals are similarly situated.

(h) If any provision of the Plan is or becomes or is deemed invalid, illegal or
unenforceable in any jurisdiction, or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended or limited in scope to conform to applicable laws
or, in the discretion of the Committee, it shall be stricken and the remainder
of the Plan shall remain in full force and effect.

(i) The Plan shall become effective on the date it is approved by the requisite
vote of the stockholders of the Company.


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