THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Paxar Corporation (PXR)

4/7/2006 Proxy Information

Victor Hershaft and Arthur Hershaft are first cousins.

Mr. Painter was acting Controller of Paxar Corporation from June 2005 and served as interim Executive Vice President and Chief Financial Officer from April 2005 to July 2005.

Mr. V. Hershaft served as a consultant to Paxar Corporation through December 2003. He served as Vice Chairman of Paxar Corporation from December 1998 until his retirement in December 2001. Since 1989, he served in various executive capacities, including President of Apparel Identification.

We agreed to pay Victor Hershaft a supplemental retirement benefit (“SRB”) equal to 60% of the average of his highest three years’ compensation from 1996 through 2001 when he reached age 65 in 2009. Pursuant to an option in the Agreement, Mr. Hershaft elected to have payments begin in 2002, subject to a 3% per year reduction in the percentage benefit. Accordingly, we are paying him $266,652 annually. We have also agreed to pay Mr. Hershaft’s spouse a retirement benefit equal to 50% of his SRB, if he predeceases her. If there is a change of control of Paxar, Mr. Hershaft will have the right to require us to establish an irrevocable trust for the purpose of paying his SRB, and we will make an irrevocable contribution to the trust in an amount sufficient to pay the SRB to him and his spouse.

We have been leasing a plant in Sayre, Pennsylvania from Arthur Hershaft and other Hershaft family members, including heirs and estates, for more than 50 years. The lease expired at the end of 1998, and we continued to occupy and use the facilities at an annual rent of $108,000. After several rounds of negotiations, the Lessors agreed in September 2004 to amend the lease agreement and increase the rent to $120,000, retroactive to January 1, 2002 (approximately $3 per square foot), with termination provisions. The Audit Committee reviewed and approved the revised terms of the lease and has determined that the terms are no less favorable than terms obtainable from non-affiliated persons. The Audit Committee also concluded that this long-standing situation does not create any conflict of interest and is consistent with our Code of Business Conduct.

The law firm of Snow Becker Krauss P.C., of which Jack Becker is a principal, serves as our principal outside counsel.

We renewed our Directors and Officers Liability Insurance from St. Paul Mercury Insurance Company for the period from October 1, 2005 to October 1, 2006 at an annual premium of $287,000. The policy insures us and our Directors and officers in accordance with the indemnification provisions of the New York Business Corporation Law.

3/29/2005 Proxy Information

Victor Hershaft and Arthur Hershaft are first cousins.

On December 31, 2002, we acquired a 10% equity interest in Disc Graphics, Inc., a diversified manufacturer and printer of specialty paper board packaging, for $1,000,000. Concurrently with that investment, Arthur Hershaft, our Chairman and CEO, became a Director of Disc Graphics. We had the option to acquire an additional 9% equity interest in Disc Graphics, but never exercised it. At the same time, MSR I SBIC Partners, LLC (“MSR”) acquired a 40% interest in Disc Graphics. MSR is an affiliate of Main Street Resources, formally known as the Colt Capital Group. In July 2000, Arthur Hershaft became one of 75 subscribers to the $16,000,000 Colt Capital (now, MSR) SBIC Fund. On October 16, 2000, Mr. Hershaft paid $100,000 of his subscription amount of $250,000 to this fund. Our Board of Directors approved the Disc Graphics investment and believes there was no conflict of interest with Mr. Hershaft’s prior investment in the Colt Capital SBIC Fund. In March 2004, we put our shares back to Disc Graphics and were paid $1,000,000, at which time, Mr. Hershaft resigned from the Board of Directors of Disc Graphics.

We agreed to pay Victor Hershaft a supplemental retirement benefit (“SRB”) equal to 60% of the average of his highest three years’ compensation from 1996 through 2001 when he reached age 65 in 2009. Pursuant to an option in the Agreement, Mr. Hershaft elected to have payments begin in 2002, subject to a 3% per year reduction in the percentage benefit. Accordingly, we are paying him $266,652 annually. We have also agreed to pay Mr. Hershaft’s spouse a retirement benefit equal to 50% of his SRB, if he predeceases her. If there is a change of control of Paxar, Mr. Hershaft will have the right to require us to establish an irrevocable trust for the purpose of paying his SRB, and we will make an irrevocable contribution to the trust in an amount sufficient to pay the SRB to him and his spouse.

We have been leasing a plant in Sayre, Pennsylvania from Arthur Hershaft and other Hershaft family members, including heirs and estates, for more than 50 years. The lease expired at the end of 1998, and we continued to occupy and use the facilities at an annual rent of $108,000. After several rounds of negotiations, the Lessors agreed in September 2004 to amend the lease agreement and increase the rent to $120,000, retroactive to January 1, 2002 (approximately $3 per square foot), with termination provisions. The Audit Committee reviewed and approved the revised terms of the lease and has determined that the terms are no less favorable than terms obtainable from non-affiliated persons. The Audit Committee also concluded that this long-standing situation does not create any conflict of interest and is consistent with our Code of Business Conduct.

Mr. Jack Becker has been a principal of the law firm of Snow Becker Krauss P.C. since 1977. We have retained Snow Becker Krauss P.C. as our principal outside counsel for more than the past three years, and we expect to retain it in that capacity for the current fiscal year.

We renewed our Directors and Officers Liability Insurance from St. Paul Mercury Insurance Company for the period from October 1, 2004 to October 1, 2005, at an annual premium of $312,000. The policy insures us and our Directors and officers in accordance with the indemnification provisions of the New York Business Corporation Law.

Mr. William F. Patient is the retired Chairman and Chief Executive Officer of The Geon Company, positions he held from 1993 until his retirement in 1999. The Geon Company and M.A. Hanna Company merged in 2000 to create PolyOne Corporation, an international polymer services company.

3/29/2004 Proxy Information

Victor Hershaft and Arthur Hershaft are first cousins.

On December 31, 2002, we acquired a 10% equity interest in Disc Graphics, Inc., a diversified manufacturer and printer of specialty paper board packaging, for $1,000,000. We have the option to acquire an additional 9% equity interest in Disc Graphics. At the same time, MSR I SBIC Partners, LLC (“MSR”) acquired a 40% interest in Disc Graphics. MSR is an affiliate of Main Street Resources, formally known as the Colt Capital Group. In July 2000, Arthur Hershaft became one of 75 subscribers to the $16,000,000 Colt Capital (now, MSR) SBIC Fund. On October 16, 2000, Mr. Hershaft paid $100,000 of his subscription amount of $250,000 to this fund. Our Board of Directors approved the Disc Graphics investment and believes there is no conflict of interest with Mr. Hershaft’s prior investment in the Colt Capital SBIC Fund. In March 2004, we put our shares back to Disc Graphics and were paid $1,000,000. Concurrently, Mr. Hershaft resigned from the Board of Directors of Disc Graphics.

On July 11, 2001, we entered into a Stock Repurchase Agreement with Arthur Hershaft, our Chairman. Under the Agreement, Mr. Hershaft agreed that he would sell or otherwise transfer his Paxar common stock only as provided in the Agreement. The Agreement was terminated on November 17, 2003.

The last transaction under the now-terminated Stock Repurchase Agreement occurred on August 7, 2002, when we purchased 399,420 shares of our common stock at the price of $15.96 per share.

We have agreed to pay Victor Hershaft a supplemental retirement benefit (“SRB”) equal to 60% of the average of his highest three years’ compensation from 1996 through 2001 when he reaches age 65. Pursuant to an option in the Agreement, Mr. Hershaft elected to have payments begin in 2002, subject to a 3% per year reduction in the percentage benefit. We have also agreed to pay Mr. Hershaft’s spouse a retirement benefit equal to 50% of his SRB, if he predeceases her. If there is a change of control of Paxar, Mr. Hershaft will have the right to require us to establish an irrevocable trust for the purpose of paying his SRB, and we will make an irrevocable contribution to the trust in an amount sufficient to pay the SRB to him and his spouse.

We have been leasing a plant in Sayre, Pennsylvania from Arthur Hershaft and other Hershaft family members, including heirs and estates, for more than 50 years. The lease expired at the end of 1998, and we continue to occupy and use the facilities at an annual rent of $108,000 while we try to negotiate a new lease agreement. Management has proposed to increase the rent to $120,000, retroactive to January 1, 2002 (approximately $3 per square foot), with termination provisions. We are awaiting approval from the owners and their representatives. The Audit Committee has reviewed the existing and proposed lease arrangements and has determined that the terms are no less favorable than terms obtainable from non-affiliated persons. The Audit Committee also concluded that this long-standing situation does not create any conflict of interest and is consistent with our Code of Business Conduct.

Jack Becker is a practicing attorney in New York State and has been a principal of the law firm of Snow Becker Krauss P.C., our outside counsel since 1977. We (Paxar) have retained that firm as our principal outside counsel for more than the past three years, and we expect to retain it in that capacity for the current fiscal year. The law firm of Snow Becker Krauss P.C., of which Jack Becker is a principal, serves as our principal outside counsel.

We renewed our Directors and Officers Liability Insurance from St. Paul Mercury Insurance Company for the period from June 30, 2003 through October 1, 2004, at an annual premium of $426,443. The policy insures us and our Directors and officers in accordance with the indemnification provisions of the New York Business Corporation Law.

3/31/2003 Proxy Information

Jack Becker is a practicing attorney in New York State and has been a principal of the law firm of Snow Becker Krauss P.C., our outside counsel since 1977. We (Paxar) have retained that firm as our principal outside counsel for more than the past three years, and we expect to retain it in that capacity for the current fiscal year. The law firm of Snow Becker Krauss P.C., of which Jack Becker is a principal, serves as our principal outside counsel. On December 31, 2002, we acquired a 10% equity interest in Disc Graphics, Inc., a diversified manufacturer and printer of specialty paper board packaging, for $1,000,000. We have the option to acquire an additional 9% equity interest in Disc Graphics. At the same time, MSR I SBIC Partners, LLC (“MSR”) acquired a 40% interest in Disc Graphics. MSR is an affiliate of Main Street Resources, formally known as the Colt Capital Group. In July 2000, Arthur Hershaft became one of 75 subscribers to the $16,000,000 Colt Capital (now, MSR) SBIC Fund. On October 16, 2000, Mr. Hershaft paid $100,000 of his subscription amount of $250,000 to this fund. Our Board of Directors approved the Disc Graphics investment and believes there is no conflict of interest with Mr. Hershaft’s prior investment in the Colt Capital SBIC Fund. We have been leasing a plant in Sayre, Pennsylvania from Arthur Hershaft and other Hershaft family members, including heirs and estates, for 50 years. The lease expired at the end of 1998, and we continue to occupy and use the facilities at an annual rent of $108,000 while we try to negotiate a new lease agreement. Management has proposed to increase the rent to $120,000, retroactive to January 1, 2002 (approximately $3 per square foot), with termination provisions. Victor Hershaft and Arthur Hershaft are first cousins.

Victor Hershaft and Arthur Hershaft are first cousins.