EXHIBIT 10(xii)


 


McCORMICK
& COMPANY, INCORPORATED


 


2005
DEFERRED COMPENSATION PLAN


Effective
January 1, 2005


 


Purpose


 


This Plan is intended to be an unfunded plan
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees within the meaning
of Title I of the Employee Income Retirement Security Act of 1974, as amended.


 


Recitals


 


WHEREAS, McCormick & Company,
Incorporated (the “Company”) adopted a Deferred Compensation Plan effective January 1,
2000 (the “2000 Plan”) that is an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees within the meaning of Title I of the Employee
Income Retirement Security Act of 1974, as amended;


 


WHEREAS, section 885 of the American Jobs Creation Act of 2004
(the “AJCA”) changed the federal income tax rules governing nonqualified
deferred compensation plans by adding section 409A to the Internal Revenue
Code of 1986 (the “Code”), generally effective as of January 1, 2005;


 


WHEREAS, the Department of the Treasury has not issued guidance of
general applicability under Code section 409A or under AJCA section 885;


 


WHEREAS, the Company has determined that, in the
absence of such guidance, it is desirable to adopt a new plan that replaces the
2000 Plan with respect to deferrals on and after January 1, 2005, for
purposes of complying with Code section 409A and AJCA section 885,
and to administer the new plan based on a reasonable interpretation of Code section 409A
and AJCA section 885; and


 


WHEREAS, the 2000 Plan shall continue to
apply to deferred compensation earned and vested thereunder as of December 31,
2004,


 


NOW, THEREFORE, the Company hereby adopts the
following 2005 Deferred Compensation Plan:


 





















 


Plan
Provisions


 


1.4             The provisions of the
2000 Plan, attached hereto as Attachment A (and excluding the amendment to the
2000 Plan made by paragraph 1.6, below), are hereby incorporated herein by
reference.


 


1.5             For purposes of this
Plan, all provisions of the 2000 Plan shall be deemed amended as necessary to
comply with the applicable requirements of Code section 409A and AJCA section 885.  


 


1.6             For purposes of this
Plan, in the event of any inconsistency between the terms of the 2000 Plan and
the applicable requirements of Code section 409A or AJCA section 885,
the applicable requirements of section 409A or section 885, as the
case may be, shall govern.


 


1.7             The Plan shall be
administered in accordance with a reasonable interpretation of the applicable
requirements of Code section 409A and AJCA section 885,
notwithstanding any inconsistency between those requirements and the text of
the Plan.


 


1.8             This Plan shall be
effective January 1, 2005, except as otherwise required by Code section 409A
and AJCA section 885.


 


1.9             No deferrals shall be
made under the 2000 Plan after December 31, 2004.


 


1.10       Prior to December 31,
2005, a participant in the Plan may terminate participation in the Plan or
cancel a deferral election with regard to amounts deferred after December 31,
2004 by giving written notice of such termination or cancellation to the Plan
Administrator.  


 


IN WITNESS WHEREOF, this Plan document has been executed on behalf of
the Company this 23rd day of December, 2004.


 


	
   

  	
  McCORMICK & COMPANY, INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/

  	
  Karen D. Weatherholtz

  	
   

  
	
   

  	
   

  	
  Karen D. Weatherholtz

  
	
   

  	
   

  	
  Senior Vice President – Human Relations

  



 


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