(d) On and effective February 27, 2013, upon recommendation of the Governance and Social Responsibility Committee, the Board of Directors (the "Board") of Avery Dennison Corporation, a Delaware corporation (the "Company"), appointed Martha N. Sullivan to the Board. Ms. Sullivan has not yet been appointed to serve on any committees of the Board.

In connection with her election and in accordance with the Company's equity compensation program for non-employee directors, on February 27, 2013, Ms. Sullivan was granted 207 restricted stock units ("RSUs") and an option to purchase 824 shares of the Company's common stock at an exercise price of 100% of the fair market value of the Company's common stock on the date of grant. The RSUs and stock option vest ratably over three years, and the stock option expires after ten years. In addition, Ms. Sullivan will be eligible to participate in the Company's other non-employee director compensation programs as described in the Company's proxy statement filed with the Securities and Exchange Commission on March 9, 2012.

A copy of the press release announcing Ms. Sullivan's appointment to the Board is attached as Exhibit 99.1 hereto and incorporated herein by reference.

(a) In connection with the election of Ms. Sullivan, the Board adopted Amended and Restated Bylaws as of February 27, 2013 (the "Bylaws") to set the number of directors within the range of eight to 13, with the exact number to be fixed from time to time by resolution of the Board, instead of the previous range of eight to 12. A copy of the Bylaws is attached hereto as Exhibit 3.2.

(d) Exhibits.

3.2    Amended and Restated Bylaws, dated as of February 27, 2013.

99.1   Press Release, dated February 28, 2013, announcing appointment of Martha
       N. Sullivan to the Board of Directors of Avery Dennison Corporation.