exv4w3



 





Exhibit 4.3



EXECUTION COPY



FIRST SUPPLEMENTAL INDENTURE




between




AVERY DENNISON CORPORATION




and




THE BANK OF NEW YORK TRUST COMPANY, N.A.




as Trustee




5.350% Senior Notes due 2020




Dated as of November 20, 2007




 









 





TABLE OF CONTENTS






	 	 	 	 	 	 	 	 	 
	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 1      Definitions	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 1.01.
	 	Relation to Base Indenture
	 	 	1	 
	 

	 	Section 1.02.
	 	Definition of Terms
	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 2      General Terms and Conditions of the Senior Notes	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 2.01.
	 	Designation and Principal Amount
	 	 	5	 
	 

	 	Section 2.02.
	 	Maturity
	 	 	5	 
	 

	 	Section 2.03.
	 	Form, Payment and Appointment
	 	 	5	 
	 

	 	Section 2.04.
	 	Global Senior Notes
	 	 	5	 
	 

	 	Section 2.05.
	 	Interest
	 	 	6	 
	 

	 	Section 2.06.
	 	No Defeasance
	 	 	6	 
	 

	 	Section 2.07.
	 	No Sinking Fund
	 	 	7	 
	 

	 	Section 2.08.
	 	Voting Rights
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 3      Form of Senior Note	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 3.01.
	 	Form of Senior Note
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 4      Original Issue of Senior Notes	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.01.
	 	Original Issue of Senior Notes
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 5      Remarketing	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.01.
	 	Remarketing Procedures
	 	 	7	 
	 

	 	Section 5.02.
	 	Optional Participation in Remarketing
	 	 	12	 
	 

	 	Section 5.03.
	 	Put Right
	 	 	12	 
	 

	 	Section 5.04.
	 	Additional Event of Default
	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 6      Tax Treatment	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 6.01.
	 	Tax Treatment
	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 7      Miscellaneous	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 7.01.
	 	Ratification of Indenture
	 	 	13	 
	 

	 	Section 7.02.
	 	Responsibility for Recitals, Etc.
	 	 	13	 
	 

	 	Section 7.03.
	 	Separability
	 	 	13	 
	 

	 	Section 7.04.
	 	Successors and Assigns
	 	 	14	 
	 

	 	Section 7.05.
	 	Governing Law Governing Law; Submission to
Jurisdiction; Waiver of Venue Objection
	 	 	14	 
	 

	 	Section 7.06.
	 	Counterparts
	 	 	14	 
	 

	 	Section 7.07.
	 	Waiver of Stay or Extension Laws
	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	EXHIBIT A Form of Senior Note	 	 	A-1	 







i











 





     THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 20,
2007, is between AVERY DENNISON CORPORATION, a Delaware corporation (the “Company”), and THE BANK
OF NEW YORK TRUST COMPANY, N.A., a New York banking corporation, as Trustee (the “Trustee”).



RECITALS




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of November 20, 2007 (the “Base Indenture” and, as further supplemented by this Supplemental
Indenture, the “Indenture”), providing for the issuance from time to time of series of the
Company’s Securities (as defined in the Base Indenture);



     WHEREAS, Section 14.01(n) of the Base Indenture provides for the Company and the Trustee to
enter into an indenture supplemental to the Base Indenture to establish the form or terms of
Securities of any series as permitted by Sections 3.01 of the Base Indenture;



     WHEREAS, pursuant to Section 3.01 of the Base Indenture, the Company wishes to provide for the
issuance of a new series of Securities to be known as its 5.350% Senior Notes due 2020, or on such
earlier maturity date not earlier than November 15, 2012 as the Company may elect in connection
with a successful remarketing, as provided herein (the “Senior Notes”), the form and terms of such
Senior Notes and the terms, provisions and conditions thereof to be set forth as provided in this
Supplemental Indenture;



     WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental
Indenture and all requirements necessary to make this Supplemental Indenture a valid, binding and
enforceable instrument in accordance with its terms, and to make the Senior Notes, when executed by
the Company and authenticated and delivered by the Trustee, the valid, binding and enforceable
obligations of the Company, have been done and performed, and the execution and delivery of this
Supplemental Indenture has been duly authorized in all respects.



     NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



ARTICLE 1

DEFINITIONS




     Section 1.01. Relation to Base Indenture. This Supplemental Indenture constitutes an integral part of the
Base Indenture.



     Section 1.02. Definition of Terms. For all purposes of this Supplemental Indenture:




     (a) Capitalized terms used herein without definition shall have the meanings
specified in the Base Indenture;




     (b) a term defined anywhere in this Supplemental Indenture has the same meaning
throughout;



1









 






     (c) the singular includes the plural and vice versa;




     (d) headings are for convenience of reference only and do not affect
interpretation;




     (e) the following terms have the meanings given to them in this Article 1:



     “Applicable Ownership Interest” means the $50 principal amount of the Senior Notes that is a
component of each Corporate HiMEDS Unit.



     “Base Indenture” means the agreement named as the “Base Indenture” in the first recital of
this Supplemental Indenture.



     “Business Day” means any day other than a Saturday, Sunday or any other day on which banking
institutions and trust companies in New York City are permitted or required by any applicable law
to remain closed or a day on which the Trustee or the Collateral Agent is closed for business;
provided that for purposes of Section 2.05(b) only, the term “Business Day” shall also be deemed to
exclude any day on which DTC is closed.



     “Cash Settlement” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Collateral Account” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Collateral Agent” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Company” means the Person named as the “Company” in the first paragraph of this Supplemental
Indenture until a successor shall have become such pursuant to the applicable provisions of the
Base Indenture, and thereafter “Company” shall mean such successor.



     “Corporate HiMEDS Unit” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Custodial Agent” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Depositary” means a clearing agency registered under Section 17A of the Securities Exchange
Act of 1934, as amended, that is designated to act as Depositary for the HiMEDS Units pursuant to
the Purchase Contract and Pledge Agreement.



     “Depositary Participant” means a broker, dealer, bank, other financial institution or other
Person for whom from time to time the Depositary effects book entry transfers and pledges of
securities deposited with the Depositary.



     “DTC” means The Depository Trust Company Corporation.



2









 





     “Early Settlement” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Global Senior Notes” shall have the meaning set forth in Section 2.04.



     “Indenture” means the agreement named as the “Indenture” in the first recital of this
Supplemental Indenture.



     “Interest Payment Dates” shall have the meaning set forth in Section 2.05(b).



     “Interest Rate” shall have the meaning set forth in Section 2.05(a).



     “Last Failed Remarketing” shall have the meaning set forth in Section 5.01(g).



     “Maturity” shall have the meaning specified in Section 2.02.



     “Merger Early Settlement” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Pledged Senior Notes” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Purchase Contract” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Purchase Contract Agent” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Purchase Contract and Pledge Agreement” means the Purchase Contract and Pledge Agreement,
dated as of November 20, 2007, between the Company and The Bank of New York Trust Company, N.A., as
Purchase Contract Agent and as attorney-in-fact of the Holders (as defined therein) from time to
time, and The Bank of New York Trust Company, N.A., as Collateral Agent, Custodial Agent and
Securities Intermediary, as amended from time to time.



     “Purchase Contract Settlement Date” shall have the meaning set forth in the Purchase Contract
and Pledge Agreement.



     “Put Price” shall have the meaning set forth in Section 5.03(a).



     “Put Right” shall have the meaning set forth in Section 5.03(a).



     “Quarterly Interest Payment Date” shall have the meaning set forth in Section 2.05(b).



     “Record Date” means, with respect to any Interest Payment Date for the Senior Notes, the first
day of the calendar month in which such Interest Payment Date falls (whether or not a Business
Day).



     “Remarketed Senior Notes” shall have the meaning set forth in Section 5.01(e)(ii).



3









 





     “Remarketing Agent” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Remarketing Agreement” means the Remarketing Agreement to be entered into among the Company,
the Remarketing Agent, and The Bank of New York Trust Company, N.A., as Purchase Contract Agent, as
amended from time to time.



     “Remarketing Date” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Remarketing Fee” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Remarketing Notice” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Remarketing Value” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Reset Effective Date” means the Purchase Contract Settlement Date.



     “Reset Rate” shall have the meaning set forth in Section 5.01(f)(i).



     “Senior Notes” means the Securities named as such in the third recital of this Supplemental
Indenture.



     “Separate Senior Notes” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Subsequent Interest Payment Date” means, in connection with a successful remarketing,
following the Reset Effective Date, May 15 and November 15 of each year.



     “Subsequent Remarketing Date” shall have the meaning set forth in the Purchase Contract and
Pledge Agreement.



     “Treasury HiMEDS Unit” shall have the meaning set forth in the Purchase Contract and Pledge
Agreement.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this Supplemental
Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of
the Base Indenture, and thereafter “Trustee” shall mean such Person or any subsequent successor who
is appointed pursuant to the Base Indenture.



     “Underwriters” shall have the meaning set forth in the Purchase Contract and Pledge Agreement.



4









 





ARTICLE 2

GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES




     Section 2.01. Designation and Principal Amount. There is hereby authorized a series of Securities designated
as 5.350% Senior Notes due 2020, or such earlier maturity date not earlier than November 15, 2012
as we may elect in connection with a successful remarketing pursuant to Section 2.02, and are
initially limited in aggregate principal amount to $400,000,000 (up to $440,000,000 if the
Underwriters exercise their over-allotment option in full in accordance with the terms of the
Underwriting Agreement). The Senior Notes may be issued from time to time upon written order of
the Company for the authentication and delivery of Senior Notes pursuant to Section 3.03 of the
Base Indenture.



     Section 2.02. Maturity. The Senior Notes will mature and the principal amount thereof shall be due and
payable together with all accrued and unpaid interest thereon, on the Maturity. The “Maturity”
shall mean November 15, 2020; provided that the Company, in its sole discretion, may elect an
earlier Maturity of November 15, 2012, November 15, 2013, November 15, 2015 or November 15, 2017 in
connection with a successful remarketing. For the avoidance of doubt, in no event may the Company
elect a Maturity earlier than November 15, 2012, which is the second anniversary of the Purchase
Contract Settlement Date. Any such election with respect to an earlier Maturity would take effect
on the Reset Effective Date.



     Section 2.03. Form, Payment and Appointment. Except as provided in Section 2.04, the Senior Notes shall be
issued in fully registered, certificated form, bearing identical terms. Principal of and interest
on the Senior Notes will be payable, the transfer of such Senior Notes will be registrable, and
such Senior Notes will be exchangeable for Senior Notes of a like aggregate principal amount in
denominations of $1,000 and integral multiples of $1,000, without coupons, bearing identical terms
and provisions, at the office or agency of the Company maintained for such purpose, which shall
initially be the Corporate Trust Office of the Trustee; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the Holder at such address as shall
appear in the Register or by wire transfer to an account appropriately designated by the Holder
entitled to payment.



     No service charge shall be made for any registration of transfer or exchange of the Senior
Notes, but the Company may require payment from the Holder of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.



     The Registrar and Paying Agent for the Senior Notes shall initially be the Trustee.



     The Senior Notes shall be issuable in denominations of $1,000 and integral multiples of $1,000
in excess thereof. Each Applicable Ownership Interest in a Senior Note held as a component of a
Corporate HiMEDS Unit represents an undivided beneficial ownership interest of 1/20, or 5%, of
$1,000 principal amount of Senior Notes.



     Section 2.04 Global Senior Notes. Senior Notes that are no longer a component of the Corporate HiMEDS
Units and released from the Collateral Account will be issued in fully registered permanent global
form (a “Global Senior Note”), and if issued as one or more Global Senior Notes, the Depositary
shall be DTC or such other depositary as any officer of the



5









 




Company may from time to time designate. Upon the creation of Treasury HiMEDS Units or the
recreation of Corporate HiMEDS Units, an appropriate annotation shall be made on the Schedule of
Increases and Decreases on the Global Senior Notes held by the Depositary. Unless and until such
Global Senior Note is exchanged for Senior Notes in fully registered, certificated form, Global
Senior Notes may be transferred, in whole but not in part, in integral multiples of $1,000, and any
payments on the Senior Notes shall be made, only to the Depositary or a nominee of the Depositary,
or to a successor Depositary selected or approved by the Company or to a nominee of such successor
Depositary.




     Section 2.05. Interest. (a) The Senior Notes will bear interest initially at the rate of 5.350% per year
(the “Interest Rate”) from the date of original issuance to, but excluding, the Reset Effective
Date. If the Senior Notes are not successfully remarketed, the Interest Rate will remain 5.350%
per year to but excluding the Maturity. In the event of a successful remarketing of the Senior
Notes, the Interest Rate will be reset by the Remarketing Agent at the Reset Rate. If the Interest
Rate is so reset, the Senior Notes will bear interest at the Reset Rate from and including the
Reset Effective Date to but excluding the Maturity. To the extent permitted by law, interest will
be compounded quarterly, on any overdue principal and payment of interest at the Interest Rate to
but excluding the Reset Effective Date and, compounded semi-annually, at the Reset Rate thereafter.



     (b) Interest on the Senior Notes shall be payable initially quarterly in arrears on February
15, May 15, August 15 and November 15 of each year (each, a “Quarterly Interest Payment Date”),
commencing February 15, 2008, to the Person in whose name such Senior Note, or any predecessor
Senior Note, is registered at 5:00 p.m., New York City time, on the Record Date for such Interest
Payment Date. Following a successful remarketing of the Senior Notes, interest on the Senior Notes
shall be payable semi-annually in arrears on the Subsequent Interest Payment Dates (together with
Quarterly Interest Payment Dates, the “Interest Payment Dates”). Interest payments will include
interest accrued from and including the immediately preceding Interest Payment Date or, in the case
of the first Interest Payment Date, from and including November 20, 2007, to but excluding such
Interest Payment Date.



     (c) The amount of interest payable for any full quarterly period, or, following a successful
remarketing, for any full semi-annual period, as applicable, will be computed on the basis of a
360-day year consisting of twelve 30-day months. The amount of interest payable for any period
other than a full quarterly or semi-annual period, as applicable, will be computed on the basis of
the actual number of days elapsed and a 360-day year. In the event that any scheduled Interest
Payment Date falls on a day that is not a Business Day, then payment of interest payable on such
Interest Payment Date will be made on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay), except that, if such Business Day is
in the next calendar year, then such payment will be made on the preceding Business Day, in each
case, with the same force and effect as if made on such scheduled Interest Payment Date.



     Section 2.06. No Defeasance. The defeasance provisions of Article 12 of the Base Indenture shall not apply
to the Senior Notes.



6









 





     Section 2.07. No Sinking Fund. The Senior Notes are not entitled to the benefit of any sinking fund.



     Section 2.08. Voting Rights. Voting rights with respect to Senior Notes held as part of Corporate HiMEDS
Units shall be governed by Section 4.02 of the Purchase Contract Agreement.



ARTICLE 3

FORM OF SENIOR NOTE




     Section 3.01. Form of Senior Note. The Senior Notes and the Trustee’s Certificate of Authentication to be
endorsed thereon are to be substantially in the forms attached as Exhibit A hereto, with such
changes therein as the officers of the Company executing the Senior Notes (by manual or facsimile
signature) may approve, such approval to be conclusively evidenced by their execution thereof.



ARTICLE 4

ORIGINAL ISSUE OF SENIOR NOTES




     Section 4.01. Original Issue of Senior Notes. Senior Notes in the aggregate principal amount of
$400,000,000 (up to $440,000,000 if the Underwriters exercise their over-allotment option in full
in accordance with the terms of the Underwriting Agreement) may from time to time, upon execution
of this Supplemental Indenture, be executed by the Company and delivered to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said Senior Notes to or
upon the written order of the Company pursuant to Section 3.03 of the Base Indenture without any
further action by the Company (other than as required by the Base Indenture).



ARTICLE 5

REMARKETING




     Section 5.01. Remarketing Procedures(a) . (a) The Company shall engage, no later than 35 days prior to the
Remarketing Date, the Remarketing Agent pursuant to a Remarketing Agreement to be entered into
among the Company, the Remarketing Agent and the Purchase Contract Agent, but providing for
remarketing procedures substantially as set forth below, to sell the Senior Notes of holders of
Corporate HiMEDS Units, other than holders that have elected not to participate in the remarketing
pursuant to the procedures set forth in Section 5.01(b), and Holders of Separate Senior Notes that
have elected to participate in the remarketing pursuant to the procedures set forth in Section 5.02
and in Section 5.02(b) of the Purchase Contract and Pledge Agreement.



     (b) The Pledged Senior Notes comprising part of Corporate HiMEDS Units and the Separate Senior
Notes of Holders of Separate Senior Notes that have elected to participate in the remarketing shall
be remarketed by the Remarketing Agent on the Remarketing Date, and, if necessary, on each
Subsequent Remarketing Date. A holder of Corporate HiMEDS Units may elect not to participate in
the remarketing and retain the Senior Notes underlying such Corporate HiMEDS Units by notifying the
Purchase Contract Agent of such election and delivering the Purchase Price to the Collateral Agent
on or prior to 4:00 p.m., New York City time, on the



7









 




second Business Day immediately preceding the Remarketing Date. Any such payment will be paid
to the Company on the Purchase Contract Settlement Date in settlement of such holder’s obligations
under the Purchase Contracts. A holder of Corporate HiMEDS Units that has not settled the related
Purchase Contract through a Cash Settlement, an Early Settlement or Merger Early Settlement
pursuant to Sections 5.02(a), 5.07 and 5.04(b)(ii) of the Purchase Contract and Pledge Agreement or
by electing not to participate in the remarketing pursuant to this Section 5.01(b) and Section
5.02(a) of the Purchase Contract and Pledge Agreement shall be deemed to have elected to
participate in the remarketing.




     (c) No later than 12:00 noon, New York City time, on the twenty-third Business Day immediately
preceding the Purchase Contract Settlement Date, the Company, or the Purchase Contract Agent, at
the Company’s request, shall deliver the Remarketing Notice to holders of Corporate HiMEDS Units
and Holders of Separate Senior Notes, of the remarketing to take place on the Remarketing Date,
and, if necessary, on each Subsequent Remarketing Date. The Remarketing Notice will include the
amount of cash that must be delivered by holders of Corporate HiMEDS Units that elect not to
participate in the remarketing and the deadline for such delivery and disclosure of related
procedures whereby a holder can retain the Senior Notes pledged in respect of its Corporate HiMEDS
Units, as well as information with respect to the exercise of the Put Right, including disclosure
of the procedures for exercising such right. If such Corporate HiMEDS Units or Separate Senior
Notes are held in global form, the Company, or the Purchase Contract Agent, at the Company’s
request, will cause the Depositary to notify the Depositary Participants of the remarketing by no
later than the twenty-third Business Day immediately preceding the Purchase Contract Settlement
Date.



     (d) On the second Business Day immediately preceding the Remarketing Date, no later than 6:00
p.m. New York City time, pursuant to the terms of the Purchase Contract and Pledge Agreement, the
Custodial Agent shall notify the Purchase Contract Agent and the Remarketing Agent of the aggregate
principal amount of Separate Senior Notes to be remarketed. On the second Business Day immediately
preceding the Remarketing Date, no later than 6:00 p.m., New York City time, pursuant to the terms
of the Purchase Contract and Pledge Agreement, the Collateral Agent shall notify the Purchase
Contract Agent and the Remarketing Agent of the aggregate principal amount of Senior Notes of
holders of Corporate HiMEDS Units to be remarketed. No later than noon, New York City time, on the
Business Day immediately preceding the Remarketing Date, the Collateral Agent and the Custodial
Agent, pursuant to the terms of the Purchase Contract and Pledge Agreement, will deliver for
remarketing to the Remarketing Agent all Senior Notes to be remarketed.



     (e) The right of each Holder of Senior Notes to have its Senior Notes tendered for purchase
will be limited to the extent that:




     (i) the Remarketing Agent conducts a remarketing pursuant to the terms of the
Remarketing Agreement;




     (ii) the Remarketing Agent is able to find a purchaser or purchasers for the Remarketed
Senior Notes (the “Remarketed Senior Notes”) at a Reset Rate such that the price per
Remarketed Senior Notes is equal to 100.25% of the Remarketing Value; and



8









 






     (iii) such purchaser or purchasers deliver the purchase price therefor to the
Remarketing Agent.



     (f) Upon receipt of the notice provided above in Section 5.01(d) from the Collateral Agent and
the Custodial Agent and such Senior Notes from the Collateral Agent and the Custodial Agent, the
Remarketing Agent will, on the Remarketing Date, and, if necessary, on each Subsequent Remarketing
Date, use its reasonable best efforts to:




     (i) establish a fixed rate of interest that, in the opinion of the Remarketing Agent,
will, when applied to the outstanding Senior Notes, enable the then current aggregate market
value of the Senior Notes to have a value equal to 100.25% of the Remarketing Value as of
the Remarketing Date or as of any Subsequent Remarketing Date, as the case may be (the
“Reset Rate”); and




     (ii) sell such Senior Notes on such date at a price per Senior Note equal to 100.25% of
the Remarketing Value.



     (g) If, in spite of using its reasonable best efforts, the Remarketing Agent cannot establish
the Reset Rate and remarket the Senior Notes included in the remarketing at a price per Senior Note
equal to 100.25% of the Remarketing Value on the Remarketing Date, the Remarketing Agent will
attempt to establish the Reset Rate and remarket the Senior Notes included in the remarketing at a
price per Senior Note equal to 100.25% of the Remarketing Value on each Subsequent Remarketing
Date, if necessary. If, in spite of using its reasonable best efforts, the Remarketing Agent fails
to remarket the Senior Notes included in the remarketing at a price per Senior Note equal to
100.25% of the Remarketing Value on or prior to 4:00 p.m., New York City time, on the third
scheduled Business Day immediately preceding the Purchase Contract Settlement Date, the remarketing
will be deemed to have failed (the “Last Failed Remarketing”).



     (h) On the Remarketing Date and any Subsequent Remarketing Date, the Remarketing Agent shall
advise the Company, by telephone, of any successful or unsuccessful remarketing as soon as
practicable after such determination as provided in the Remarketing Agreement.



     (i) If a successful remarketing shall have occurred, the Remarketing Agent will, on or prior
to the third Business Day following the date on which the Senior Notes were successfully
remarketed, in accordance with the Purchase Contract and Pledge Agreement and the Remarketing
Agreement:




     (i) deduct and retain for itself the Remarketing Fee;




     (ii) if any Separate Senior Notes were remarketed, remit to the Custodial Agent
for payment to the Holders of such Separate Senior Notes sold in the remarketing the
remaining proceeds from such successful remarketing equal to the principal amount of
the Separate Senior Notes included in the remarketing;




     (iii) pay the proceeds from such successful remarketing related to the Senior
Notes of holders of Corporate HiMEDS Units that were remarketed to the
Collateral Agent, which, for the benefit of the Company, will thereupon apply
such proceeds, in accordance with the Purchase Contract and Pledge Agreement in
direct settlement of the holders’ obligations under the Purchase Contracts;



9









 






     (iv) if there remain any proceeds from such successful remarketing, after the
application of such proceeds as set forth in clauses (i) through (iii) of this
sentence, then remit such remaining proceeds to the Purchase Contract Agent and the
Custodial Agent for distribution to the holders of the Corporate HiMEDS Units and
the Holders of the Separate Senior Notes that were remarketed on or prior to the
Purchase Contract Settlement Date.



     (j) If a successful remarketing occurs, the Remarketing Agent shall, as soon as practicable on
the Remarketing Date or on the Subsequent Remarketing Date, as the case may be, in the case of the
Company, and by approximately 4:30 p.m., New York City time, on the Trading Day following the
Remarketing Date, or the Subsequent Remarketing Date, as the case may be, advise, by telephone:




     (i) the Depositary and the Company of the Reset Rate determined in the
remarketing and the aggregate principal amount of Senior Notes sold in the
remarketing;




     (ii) each purchaser (or the Depository Participant thereof) of the Reset Rate
and the aggregate principal amount of Remarketed Senior Notes such purchaser is to
purchase; and




     (iii) each purchaser to give instructions to its Depository Participant to pay
the purchase price on the date of settlement for such remarketing in same day funds
against delivery of the Remarketed Senior Notes purchased through the facilities of
DTC.



     (k) Any distribution to Holders of excess funds and interest described in this Section 5.01
shall be payable at the office of the Purchase Contract Agent or the Custodial Agent, as the case
may be, or, if the Corporate HiMEDS Units or Separate Senior Notes do not remain in book-entry only
form, at the option of the Company, by check mailed to the address of the Person entitled thereto
at such Person’s address as it appears on the appropriate register or by wire transfer to the
account maintained in the United States designated by written notice given ten Business Days prior
to the applicable payment date by such Person.



     (l) If a failed remarketing and/or a Last Failed Remarketing occurs, the Remarketing Agent and
the Company, as applicable, shall take the following actions:




     (i) the Remarketing Agent shall notify by telephone the Company and the
Depositary that a failed remarketing or Last Failed Remarketing, as applicable, has
occurred;




     (ii) the Company shall issue a press release announcing such failed remarketing
or Last Failed Remarketing, as applicable, by 9:00 a.m., New York
City time, on the Business Day following such failed remarketing or Last Failed
Remarketing, as applicable; and



10









 






     (iii) the Company shall release this information on its website or through
another published medium as may be used at that time and will also release this
information by means of Bloomberg and Reuters (or any successor or equivalent
newswires) newswires.



     (m) The Remarketing Agent shall return, within three Business Days following the Last Failed
Remarketing, the Pledged Senior Notes that were to be remarketed to the Collateral Agent and the
Separate Senior Notes that were to be remarketed to the Custodial Agent. The Collateral Agent, for
the benefit of the Company, may exercise its rights as a secured party with respect to such Senior
Notes, including those actions specified in Section 5.01(n); provided that, if upon the Last Failed
Remarketing the Collateral Agent exercises such rights for the benefit of the Company with respect
to such Senior Notes, any accrued and unpaid interest on such Senior Notes will become payable by
the Company to the Purchase Contract Agent for payment to the holders of the Corporate HiMEDS Units
to which such Senior Notes relate. Such payment will be made by the Company on or prior to 2:00
p.m., New York City time, on the Purchase Contract Settlement Date in lawful money of the United
States by certified or cashier’s check or wire transfer in immediately available funds payable to
or upon the order of the Purchase Contract Agent.



     (n) With respect to any Senior Notes which constitute part of Corporate HiMEDS Units which are
subject to the Last Failed Remarketing, the Collateral Agent for the benefit of the Company
reserves all of its rights as a secured party with respect thereto and, subject to applicable law
and Section 5.02(c)(iii) of the Purchase Contract and Pledge Agreement, may, among other things
permit the Company to, (A) retain and cancel such Senior Notes or (B) cause the Senior Notes to be
sold, in either case, in full satisfaction of the holders’ obligations under the Purchase
Contracts.



     (o) In the event of a Last Failed Remarketing, the Interest Rate payable on the Senior Notes
will not be reset and interest will continue to be paid on the Quarterly Interest Payment Dates.



     (p) In accordance with DTC’s normal procedures, on the date of settlement of such remarketing,
the transactions described above with respect to each Senior Note remarketed in the remarketing
shall be executed through DTC, and the accounts of the respective Depository Participants shall be
debited and credited and such Remarketed Senior Notes delivered by book-entry as necessary to
effect purchases and sales of such Remarketed Senior Notes. DTC shall make payment in accordance
with its normal procedures.



     (q) The Remarketing Agent is not obligated to purchase any Senior Notes that otherwise would
remain unsold in the remarketing. Neither the Company nor the Remarketing Agent shall be obligated
in any case to provide funds to make payment upon tender of the Senior Notes for remarketing.



11









 





     (r) Under the Remarketing Agreement, the Company, in its capacity as issuer of the Senior
Notes, shall be liable for, and shall pay, any and all costs and expenses incurred in connection
with the remarketing, other than the Remarketing Fee.



     (s) The settlement procedures set forth herein, including provisions for payment by purchasers
of the Remarketed Senior Notes in the remarketing, shall be subject to modification to the extent
required by DTC or if the book-entry system is no longer available for the Remarketed Senior Notes
at the time of the remarketing, to facilitate the remarketing of the Remarketed Senior Notes in
certificated form, and shall provide for the authentication and delivery of Senior Notes in a
principal amount equal to the unremarketed portion of such Senior Notes. In addition, the
Remarketing Agent may modify the settlement procedures set forth herein in order to facilitate the
settlement process.



     Section 5.02. Optional Participation in Remarketing. (a) On or prior to 4:00 p.m., New York City time, on
the second Business Day immediately preceding the Remarketing Date but no earlier than 35 Business
Days prior to the Remarketing Date, Holders of Separate Senior Notes may elect to have their
Separate Senior Notes remarketed by delivering their Separate Senior Notes, together with a notice
of such election, substantially in the form of Exhibit L to the Purchase Contract and Pledge
Agreement, to the Custodial Agent. On the second Business Day immediately prior to the Remarketing
Date, by 6:00 p.m., New York City time, the Custodial Agent shall notify the Remarketing Agent of
the aggregate principal amount of such Separate Senior Notes to be remarketed. The Custodial Agent
will hold such Separate Senior Notes in an account separate from the Collateral Account. A Holder
of Separate Senior Notes electing to have its Separate Senior Notes remarketed will also have the
right to withdraw such election by written notice to the Custodial Agent, substantially in the form
of Exhibit M to the Purchase Contract and Pledge Agreement, on or prior to 4:00 p.m., New York City
time, on the second Business Day immediately preceding the Remarketing Date, upon which notice the
Custodial Agent shall return such Separate Senior Notes to such Holder.



     (b) No later than noon, on the Business Day immediately preceding the Remarketing Date, the
Custodial Agent at the written direction of the Remarketing Agent will deliver to the Remarketing
Agent for remarketing all Separate Senior Notes delivered to the Custodial Agent pursuant to
Section 5.02(b) of the Purchase Contract and Pledge Agreement and not withdrawn pursuant to the
terms thereof prior to such date. If the Holder of the Separate Senior Notes delivers only such
notice but not the Separate Senior Notes subject to such notice, then none of such Holder’s
Separate Senior Notes shall be included in the remarketing. Once the Holder of Separate Senior
Notes elects to participate in the remarketing, such Separate Senior Notes will be remarketed in
the remarketing, unless such notice is properly withdrawn. In accordance with Section 5.02(c)(ii)
of the Purchase Contract and Pledge Agreement, upon the occurrence of a Last Failed Remarketing,
the Remarketing Agent shall return such Separate Senior Notes within three Business Days following
the date of the Last Failed Remarketing to the Custodial Agent for redelivery to such Holders of
such Separate Senior Notes.



     Section 5.03. Put Right. (a) If there has not been a successful remarketing prior to the Purchase Contract
Settlement Date, Holders of Separate Senior Notes will, subject to this Section 5.03, have the
right (the “Put Right”) to require the Company to purchase their Senior Notes, on the Purchase
Contract Settlement Date, at a price per Senior Note equal to 100% of the principal
amount thereof, plus accrued and unpaid interest to but excluding the Purchase Contract
Settlement Date (the “Put Price”).



12









 





     (b) The Put Right of a Holder of a Separate Senior Note shall only be exercisable upon
delivery of a notice to the Trustee by such Holder on or prior to the second Business Day prior to
the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the
Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay,
on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with
respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes
surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders
of such Separate Senior Notes.



     (c) Upon the payment by the Company of the amounts due in respect of Separate Senior Notes as
to which Put Rights are exercised, the Trustee (or its agent) will reduce the principal amount of
any global certificate theretofore representing such Separate Senior Notes, such reduction to equal
the aggregate principal amount of such Separate Senior Notes repaid.



     Section 5.04. Additional Event of Default. In addition to the events listed as Events of Default in Section
7.01 of the Base Indenture, it shall be an additional Event of Default with respect to the Senior
Notes, if the Company shall not have satisfied its obligation to pay the Put Price when due with
respect to any Separate Senior Note following exercise of the Put Right in accordance with Section
5.03.



ARTICLE 6

TAX TREATMENT




     Section 6.01. Tax Treatment. The Company intends, and by acceptance of an interest in a Senior Note, each
Holder of a Senior Note will be deemed to have agreed to treat the Senior Note as indebtedness for
tax purposes.



ARTICLE 7

MISCELLANEOUS




     Section 7.01. Ratification of Indenture. The Base Indenture, as supplemented by this Supplemental
Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein provided.



     Section 7.02. Responsibility for Recitals, Etc. The recitals herein and in the Senior Notes (except in the
Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture or of the Senior
Notes. The Trustee shall not be accountable for the use or application by the Company of the
Senior Notes or of the proceeds thereof.



     Section 7.03. Separability. In case any one or more of the provisions contained in this Supplemental
Indenture or in the Senior Notes shall for any reason be held to be invalid, illegal or
unenforceable in any respect, then, to the extent permitted by law, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental Indenture or of
the Senior Notes, but this Supplemental Indenture and the Senior Notes shall be construed as if
such invalid or illegal or unenforceable provision had never been contained herein or therein.



13









 





     Section 7.04. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the Company and the Trustee.



     Section 7.05. Governing Law; Submission to Jurisdiction; Waiver of Venue Objection. THIS SUPPLEMENTAL
INDENTURE AND THE SENIOR NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK. The Company and the Trustee hereby submit to the nonexclusive jurisdiction
of the United States District Court for the Southern District of New York and of any New York state
court sitting in New York City for the purposes of all legal proceedings arising out of or relating
to this Supplemental Indenture or the Senior Notes. The Company and the Trustee irrevocably waive
to the fullest extent permitted by applicable law, any objection which they may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient forum.



     Section 7.06. Counterparts. This Supplemental Indenture may be executed in any number of counterparts by
the parties hereto on separate counterparts, each of which, when so executed and delivered, shall
be deemed an original, but all such counterparts shall together constitute one and the same
instrument.



     Section 7.07. Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this Supplemental
Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee or the Holders, but will suffer and permit the
execution of every such power as though no such law had been enacted.



14









 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, as of the day and year first written above.



	 	 	 	 	 
	 	AVERY DENNISON CORPORATION

 	 
	 	By:  	/s/ Karyn E. Rodriguez	 
	 	 	Name:  	Karyn E. Rodriguez 	 
	 	 	Title:  	Vice President and Treasurer
of Avery Dennison Corporation 	 
	 
	 	THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee

 	 
	 	By:  	/s/ Brian R. Echausse	 
	 	 	Name:  	Brian R. Echausse 	 
	 	 	Title:  	Trust Officer 	 
	 




 











 





EXHIBIT A




     [IF THIS SENIOR NOTE IS TO BE A GLOBAL SECURITY, INSERT:


THIS SENIOR NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST
COMPANY. THIS SENIOR NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE
OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY
TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), 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 IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]




AVERY DENNISON CORPORATION




5.350% Senior Notes due 2020




	 	 	 	 	 
	No.
	 	CUSIP No. 053611AE9
	 
	 	ISIN No. US053611AE95






     AVERY DENNISON CORPORATION, a corporation organized and existing under the laws of Delaware
(hereinafter called the “Company,” which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to
                                        , or its registered assigns, the principal sum of                                  
        dollars
($                    ), [if this Senior Note is a Global Security insert: or such revised amount as
shall be set forth in the Schedule of Increases or Decreases in the Global Senior Note attached
hereto], on the Maturity, and to pay interest thereon from November 20, 2007 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in
arrears on February 15, May 15, August 15 and November 15 (each a “Quarterly Interest Payment
Date”) of each year, commencing February 15, 2008, at the Interest Rate of 5.350% per annum to, but
excluding, the Reset Effective Date. If the



A-1









 




Senior Notes are not successfully remarketed, the Interest Rate will remain 5.350% per year
to, but excluding, the Maturity. In the event of a successful remarketing of the Senior Notes, the
Interest Rate will be reset by the Remarketing Agent at the Reset Rate. If the Interest Rate is so
reset, the Senior Notes will bear interest at the Reset Rate from the Reset Effective Date until
the principal thereof and interest thereon is paid or duly made available for payment and shall
bear interest, to the extent permitted by law, compounded quarterly, on any overdue principal and
payment of interest at the Interest Rate through and including the day immediately preceding the
Reset Effective Date and, compounded semi-annually, at the Reset Rate thereafter. (a) Interest on the Senior Notes shall be payable initially quarterly in arrears on February
15, May 15, August 15 and November 15 of each year (each, a “Quarterly Interest Payment Date”),
commencing February 15, 2008, to the Person in whose name such Senior Note, or any predecessor
Senior Note, is registered at 5:00 p.m. New York City time, on the Record Date for such Interest
Payment Date. Following a successful remarketing of the Senior Notes, interest on the Senior Notes
shall be payable semi-annually in arrears on the Subsequent Interest Payment Dates (together with
Quarterly Interest Payment Dates, the “Interest Payment Dates”).




     Payment of the principal of and interest on this Senior Note will be made at the office or
agency of the Company maintained for that purpose, which shall initially be the Corporate Trust
Office of the Trustee, 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; provided, however, that payment of
interest may be made at the option of the Company by check mailed to the Holder at such address as
shall appear in the Register or by wire transfer to an account appropriately designated by the
Holder entitled to payment.



     Reference is hereby made to the further provisions of this Senior 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.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Senior Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



A-2









 





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


Dated:                     




	 	 	 	 	 
	 	AVERY DENNISON CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 	of Avery Dennison Corporation 	 
	 



	 	 	 	 	 
	ATTESTED:

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	 	of Avery Dennison Corporation 	 



A-3









 






	 	 	 	 	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Senior Notes referred to in the within mentioned Indenture.



Dated:                     




	 	 	 	 	 
	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

 	 	 
	By:  	 	 	 
	 	Authorized Officer 	 	 
	 	 	 	 



A-4









 






	 	 	 	 	 



FORM OF REVERSE OF SENIOR NOTE





     This Senior Note is one of a duly authorized issue of securities of the Company (herein called
the “Senior Notes”), issued and to be issued in one or more series under an Indenture dated as of
November 20, 2007 between the Company and The Bank of New York Trust Company, N.A. (the “Base
Indenture,” and as further supplemented by the First Supplemental Indenture dated as of November
20, 2007 between the Company and The Bank of New York, the “Indenture”), to which Indenture
reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the Senior Notes and of
the terms upon which the Senior Notes are, and are to be, authenticated and delivered. This Senior
Note is one of the series designated on the face hereof, initially limited in aggregate principal
amount to $400,000,000 (up to $440,000,000 if the Underwriters exercise their over-allotment option
in full in accordance with the terms of the Underwriting Agreement).



     This Senior Note shall mature and the principal amount thereof shall be due and payable
together with all accrued and unpaid interest thereon on the Maturity. The “Maturity” shall mean
November 15, 2020; provided that the Company, in its sole discretion, may elect an earlier Maturity
of November 15, 2012, November 15, 2013, November 15, 2015 or November 15, 2017. For the avoidance
of doubt, in no event may the Company elect a Maturity earlier than November 15, 2012, which is the
second anniversary of the Purchase Contract Settlement Date. Any such election with respect to an
earlier Maturity would take effect on the Reset Effective Date.



     “Subsequent Interest Payment Date” means, in connection with a successful remarketing,
following the Reset Effective Date, May 15 and November 15 of each year.



     If this Senior Note is not a component of a Corporate HiMEDS Unit, the Holder of this Senior
Note may, on or prior to 4:00 p.m., New York City time, on the second Business Day immediately
preceding the Remarketing Date, elect to have this Senior Note remarketed in the same manner as
Pledged Senior Notes, by delivering this Senior Note, along with a notice of such election to The
Bank of New York Trust Company, N.A., as Custodial Agent, for remarketing in accordance with the
Purchase Contract and Pledge Agreement.



     If there has not been a successful remarketing prior to the Purchase Contract Settlement Date
and this Senior Note is not a component of a Corporate HiMEDS Unit, the Holder of this Senior Note
will have the right to require the Company to purchase this Senior Note, all as more fully
described in the Indenture.



     The Senior Notes are not entitled to the benefit of any sinking fund and will not be subject
to defeasance.



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



A-5









 





     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Senior Notes at any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Senior Notes at the time Outstanding. The Indenture also
contains provisions permitting the Holders of specified percentages in principal amount of the
Senior Notes at the time Outstanding, on behalf of the Holders of all Senior Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Senior Note
shall be conclusive and binding upon such Holder and upon all future Holders of this Senior Note
and of any Senior Note issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this Senior Note.



     No reference herein to the Indenture and no provision of this Senior Note or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Senior Note 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 Senior Note is registrable in the Register, upon surrender of this Senior Note for
registration of transfer at the office or agency of the Company in any place where the principal of
and interest on this Senior Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior
Notes of this series, of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.



     The Senior Notes of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof except as provided for in Section 2.03 of
Supplemental Indenture. As provided in the Indenture and subject to certain limitations therein
set forth, Senior Notes of this series are exchangeable for a like aggregate principal amount of
Senior Notes of this series 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
Company 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 Senior Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Senior
Note is registered as the owner hereof for all purposes, whether or not this Senior Note be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     All terms used in this Senior Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



A-6









 





     The Company intends to treat and each Holder, by acceptance of a beneficial interest in a
Corporate HiMEDS Unit, agrees to treat the Senior Notes as indebtedness for tax purposes.




A-7











 





ASSIGNMENT



FOR VALUE RECEIVED, the undersigned assigns and transfers this Senior Note to:



 

 
 




(Insert assignee’s social security or tax identification number)



 

 
 

 
 




(Insert address and zip code of assignee)



and irrevocably appoints



 

 
 

 
 




agent to transfer this Senior Note on the books of the Company. The agent may
substitute another to act for him or her.




	 	 	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature Guarantee:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	(Sign exactly as your name appears on the other side of this Senior Note)
	 
	 	 	 	 	 	 	 	 	 	 
	DTC
Participant #:                                        	 	 	 	 	 	 	 	 







A-8









 








SIGNATURE GUARANTEE




Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



A-9









 





OPTION TO ELECT REPAYMENT




Put Right Exercise




5.350% Senior Notes due 2020





	To:  	 	Avery Dennison Corporation
	 	 	The Bank of New York Trust Company, N.A., as Trustee





     The undersigned Holder of Senior Notes due 2020 issued by Avery Dennison Corporation (the
“Company”) hereby exercises the Put Right (as defined in the Indenture dated as of November 20,
2007, as amended and supplemented by the First Supplemental Indenture dated as of November 20, 2007
(as amended and supplemented, the “Indenture”), between the Company and The Bank of New York Trust
Company, N.A., as trustee requests and instructs the Company to repurchase this Security, or the
portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below,
in accordance with the terms of the Indenture and directs that the check in payment for this
Security or the portion thereof and any Securities representing any unrepurchased principal amount
hereof, be issued and delivered to the Holder hereof unless a different name has been indicated
below. If any portion of this Security not repurchased is to be issued in the name of a Person
other than the undersigned, the undersigned shall pay all transfer taxes payable with respect
thereto.



	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 
	 	 
Signature(s)
	 	 	 	 






The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to the Securities and Exchange Commission Rule 17Ad-15.



	 	 	 
	 

Signature Guarantee
	 	 





Fill in if a check is to be issued, or Securities are to be issued, other than to and in the name
of registered holder:




	 	 	 	 	 
	 
(Name)

	 	 	 	Principal amount to be purchased
(if less than all): $                    ,000
	 
	 	 	 	 
	 
(Street Address)
	 	 	 	 
	 
	 	 	 	 
	 
(City, state and zip code)

	 	 	 	 
Social Security or Other Taxpayer Number
	Please print name and address
	 	 	 	 






A-10









 






[TO BE INSERTED TO GLOBAL SENIOR NOTE]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SENIOR NOTE



The initial aggregate principal amount of Senior Notes evidenced by this Global Senior Note is $0.
The following increases or decreases in a part of this Senior Note have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal amount of	 	 
	 	 	 	 	 	 	this Global Senior	 	 
	 	 	Amount of decrease	 	Amount of increase	 	Note	 	Signature of
	 	 	in principal amount	 	in principal amount	 	following such	 	authorized officer
	 	 	of this Global	 	of this Global	 	decrease (or	 	of
	Date	 	Senior Note	 	Senior Note	 	increase)	 	Trustee
	 






A-11