Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 4, 2008, Avery Dennison Corporation ("Company") announced that Robert G. van Schoonenberg is resigning from his position as secretary for the Company, effective as of December 5, 2008, and that he is also resigning from his position as executive vice president and chief legal officer, effective as of December 31, 2008, the date on which he is retiring from the Company.

The Company also announced that the Board of Directors ("Board") has elected Susan C. Miller as secretary for the Company, effective as of December 5, 2008. Ms. Miller is also continuing in her position as senior vice president and general counsel for the Company.

(e) On December 4, 2008, the Board ratified the actions of the Compensation and Executive Personnel Committee ("Committee") of the Board taken at a meeting of the Committee on that day. In response to Section 409A of the Internal Revenue Code ("Code"), the Committee approved the following amended plans and agreements: (i) forms of Employment Agreement, (ii) forms of Amendment to Employment Agreement, (iii) Amendment 1 to Retention Agreement, (iv) Director Equity Plan, amended and restated, (v [form of Director Stock Option Agreement][?] , (vi) 2005 DVDCP, amended and restated, (vii) 2005 EVDRP, amended and restated, (viii) Stock Option and Incentive Plan, amended and restated ("Stock Option Plan"), (ix) forms of Equity Agreements under Stock Option Plan, and (x) Benefit Restoration Plan, amended and restated.

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