Exhibit
4.1


 


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.


 


UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN
WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


McCORMICK & COMPANY, INCORPORATED


MEDIUM-TERM NOTE


(Fixed Rate)


 


	
  REGISTERED

  No. FXR - 001

  	
   

  	
  CUSIP No.: 57978X AC 9     

  



 


Aggregate Principal Amount:  $50,000,000


 


Interest Rate: 3.350%


 


Original Issue Date: April 1, 2004


 


Stated Maturity Date: April 15, 2009


 


Interest Payment Dates: April 15 and October 15,
commencing on October 15, 2004


 


Original Issue Price: 99.971%


 


Net Proceeds to Issuer after Underwriting
Discount:  $49,685,500


 


Specified Currency: U.S. Dollars


 


Exchange Rate Agent: None


 


Option to Receive Payments in Specified Currency other
than U.S. Dollars: None


 


Minimum Denomination (Applicable if Specified Currency
is other than U.S. Dollars): N/A


 


 


Optional Redemption: 
ý  Yes  o  No


•      Initial Redemption
Date:  *


•      Initial Redemption
Percentage:


•      Annual Redemption Percentage
Reduction:


 


Optional Repayment: o  Yes  ý  No


•      Optional Repayment Date(s):


•      Optional Repayment Price:
          %


 


Original Issue
Discount:  o  Yes  ý  No


•      Total Amount of OID:


•      Yield to Maturity:


•      Initial Accrual Period:


 


Form: ý  Book-Entry 
o 
Certificated


 


Defeasance:  ý  Yes  o  No


 


Covenant Defeasance : ýYes  o  No


 


Sinking Fund: o  Yes  ý  No


 












Other Provisions:  *See the redemption provisions on the reverse
hereof.


 

















 


McCORMICK & COMPANY,
INCORPORATED, a Maryland corporation (herein referred to as the “Company”,
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of FIFTY MILLION DOLLARS on the Stated
Maturity Date shown above (except to the extent redeemed or repaid prior to the
Stated Maturity Date) and to pay interest, if any, thereon at the Interest Rate
shown above from the Original Issue Date shown above or from the most recent
Interest Payment Date to which interest, if any, has been paid or duly provided
for, semiannually on April 15 and October 15 of each year (unless other
Interest Payment Dates are shown on the face hereof) (each, an “Interest
Payment Date”) until the principal hereof is paid or made available for payment
and on the Stated Maturity Date, any Redemption Date or Repayment Date (such
terms are together hereinafter referred to as the “Maturity Date” with respect
to the principal repayable on such date); provided, however, that any payment
of principal (or premium, if any) or interest, if any, to be made on any
Interest Payment Date or on the Maturity Date that is not a Business Day (as
defined below) shall be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date or the Maturity Date,
as the case may be, and no additional interest, if any, shall accrue on the
amount so payable as a result of such delayed payment.  For purposes of this Security, unless
otherwise specified on the face hereof, “Business Day” means any day that is
not a Saturday or Sunday and that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that, if the
Specified Currency shown above is a foreign currency, such day is also not a
day on which commercial banks are authorized or required by law, regulation or
executive order to close in the Principal Financial Center (as defined below)
of the country issuing the Specified Currency (or, if the Specified Currency is
the euro, such day is also a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is open).  “Principal Financial Center” means the
capital city of the country issuing the Specified Currency except that with
respect to United States dollars, Australian dollars, Canadian dollars,
Deutsche marks, Dutch guilders, South African rand and Swiss francs, the
“Principal Financial Center” shall be The City of New York, Sydney and (solely
in the case of the Specified Currency) Melbourne, Toronto, Frankfurt,
Amsterdam, Johannesburg and Zurich, respectively.


 


Any interest hereon will
accrue from, and including, the immediately preceding Interest Payment Date in
respect of which interest, if any, has been paid or duly provided for (or from,
and including, the Original Issue Date if no interest has been paid or duly
provided for) to, but excluding, the succeeding Interest Payment Date or the
Maturity Date, as the case may be.  The
interest, if any, so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture (as referred to on the
reverse hereof) and subject to certain exceptions described herein (referred to
on the reverse hereof), be paid to the person (the “Holder”) in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the March 31 or September 30 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date (unless other
Regular Record Dates are specified on the face hereof) (each, a “Regular Record
Date”); provided, however, that, if this Security was issued between a Regular
Record Date and the initial Interest Payment Date relating to such Regular 


 

















 


Record Date,
interest, if any, for the period beginning on the Original Issue Date and
ending on such initial Interest Payment Date shall be paid on the Interest
Payment Date following the next succeeding Regular Record Date to the Holder
hereof on such next succeeding Regular Record Date; and provided further that
interest, if any, payable on the Maturity Date will be payable to the person to
whom the principal hereof shall be payable. 
Any such interest not so punctually paid or duly provided for on any
Interest Payment Date other than the Maturity Date (“Defaulted Interest”) will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a special
record date (the “Special Record Date”) for the payment of such Defaulted
Interest to be fixed by the Trustee (referred to on the reverse hereof), notice
whereof shall be given to the Holder of this Security not less than ten days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner, all as more fully provided in the Indenture.


 


Unless otherwise
specified above, all payments in respect of this Security will be made in U.S.
dollars regardless of the Specified Currency shown above unless the Holder
hereof makes the election described below. 
If the Specified Currency shown above is other than U.S. dollars, the
Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert
any such amounts so payable in respect hereof into U.S. dollars in the manner
described on the reverse hereof; provided, however, that the Holder hereof may,
if so indicated above, elect to receive all or any specified portion of any
payment of principal, premium, if any, and/or interest, if any, in respect of
this Security in such Specified Currency by delivery of a written request to
the corporate trust office of the Trustee in The City of New York, currently
the office of the Trustee located at c/o Harris Trust Bank of New York, Wall
Street Plaza, 88 Pine Street, 19th Floor, New York, New York 10005, or
at such other office in The City of New York, as the Company may determine, on
or prior to the applicable Regular Record Date or at least fifteen days prior
to the Maturity Date, as the case may be. 
Such request may be in writing (mailed or hand delivered) or by
facsimile transmission.  The Holder
hereof may elect to receive payment in such Specified Currency for all
principal, premium, if any, and interest payments, if any, and need not file a
separate election for each payment. 
Such election will remain in effect until revoked by written notice to
the Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Regular Record Date or at least fifteen
days prior to the Maturity Date, as the case may be.


 


Notwithstanding the
foregoing, if the Company determines that the Specified Currency is not
available for making payments in respect hereof due to the imposition of
exchange controls or other circumstances beyond the Company’s control, or is no
longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions of or within the
international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency and any such outstanding election
shall be automatically suspended, until the Company determines that the
Specified Currency is again available for making such payments.  Any payment made under such circumstances in
U.S. dollars where the required payment is in a Specified Currency will not
constitute a default under the Indenture.


 

















 


In the event of an
official redenomination of the Specified Currency, the obligations of the
Company with respect to payments on this Security, in all cases, shall be deemed
immediately following such redenomination to provide for payment of that amount
of redenominated currency representing the amount of such obligations
immediately before such redenomination. 
In no event shall any adjustment be made to any amount payable hereunder
as a result of any change in the value of the Specified Currency shown above
relative to any other currency due solely to fluctuations in exchange rates.


 


Until this Security is
paid in full or payment therefor in full is duly provided for, the Company will
at all times maintain a Paying Agent (which Paying Agent may be the Trustee) in
The City of New York, currently the office of the Trustee located at c/o Harris
Trust Bank of New York, Wall Street Plaza, 88 Pine Street, 19th
Floor, New York, New York 10005, or at such other office in The City of New
York, as the Company may determine (which, unless otherwise specified above,
shall be the “Place of Payment”).  The
Company has initially appointed SunTrust Bank, at its office in The City of New
York, currently the office of the Trustee located at c/o Harris Trust Bank of
New York, Wall Street Plaza, 88 Pine Street, 19th Floor, New York,
New York 10005.


 


Unless otherwise shown
above, payment of interest on this Security (other than on the Maturity Date)
will be made by check mailed to the registered address of the Holder hereof as
of the Regular Record Date; provided, however, that, if (i) the Specified
Currency is U.S. dollars and this is a Global Security (as defined on the
reverse hereof) or (ii) the Specified Currency is a foreign currency, and the
Holder has elected to receive payments in such Specified Currency as provided
for above, such interest payments will be made by transfer of immediately
available funds, but only if appropriate wire transfer instructions have been
received in writing by the Trustee on or prior to the applicable Regular Record
Date.  Simultaneously with any election
by the Holder hereof to receive payments in respect hereof in the Specified
Currency (if other than U.S. dollars), such Holder may provide appropriate wire
transfer instructions to the Trustee, and all such payments will be made in
immediately available funds to an account maintained by the payee with a bank,
but only if such bank has appropriate facilities therefor.  Unless otherwise specified above, the
principal hereof (and premium, if any) and interest, if any, hereon payable on
the Maturity Date will be paid in immediately available funds upon surrender of
this Security at the office of the Trustee maintained for that purpose in The
City of New York, currently the office of the Trustee located at c/o Harris
Trust Bank of New York, Wall Street Plaza, 88 Pine Street, 19th
Floor, New York, New York 10005, or at such other office in The City of New
York, as the Company may determine.  The
Company will pay any administrative costs imposed by banks in making payments
in immediately available funds, but any tax, assessment or governmental charge
imposed upon payments will be borne by the Holders of the Securities in respect
of which such payments are made.


 


Interest on this
Security, if any, will be computed on the basis of a 360-day year of twelve
30-day months.


 


REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS SECURITY 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 by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.


 

















 


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


 


	
  Dated:  April 1, 2004

  	
   

  
	
   

  	
   

  
	
   

  	
  McCORMICK &
  COMPANY, INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Francis Contino

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Francis A. Contino

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, Chief

  Financial Officer and Supply Chain

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Paul C. Beard

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul C. Beard

  
	
   

  	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUSTEE’S CERTIFICATE
  OF AUTHENTICATION

  
	
   

  	
   

  
	
   

  	
  This is one of the
  Securities referred to in the within-

  mentioned Indenture.

  
	
   

  	
   

  
	
  Dated:  April 1, 2004

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Craig A. Robinson

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  
									



 

















 


McCORMICK &
COMPANY, INCORPORATED


MEDIUM-TERM NOTE


 


Section 1.  General. 
This Security is one of a duly authorized issue of securities (herein
called the “Securities”) of the Company, issued and to be issued in one or more
series under an Indenture, dated as of December  5, 2000, as it may be supplemented from time
to time (herein called the “Indenture”), between the Company and SunTrust Bank,
as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture with respect to a series of which this Security is
a part), to which Indenture and all indentures supplemental thereto, 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 Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This
Security is one of the series of Securities designated as “Medium-Term Notes”,
limited in aggregate principal amount to U.S. $375,000,000 (or the equivalent
thereof in one or more foreign currencies) or such other principal amount as
shall be provided pursuant to the Indenture.


 


Section 2.  Payments. 
If the Specified Currency is other than U.S. dollars and the Holder
hereof fails to elect payment in such Specified Currency in accordance with the
procedures set forth on the face hereof, the amount of U.S. dollar payments to
be made in respect hereof will be determined by the Exchange Rate Agent
specified on the face hereof or a successor thereto (the “Exchange Rate Agent”)
based on the highest bid quotation in The City of New York at approximately
11:00 A.M., New York City time, on the second Business Day preceding the
applicable payment date received by the Exchange Rate Agent from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by the Company for the
purchase by the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all holders of Securities scheduled to receive U.S. dollar
payments and at which the applicable dealer commits to execute a contract.  If three such bid quotations are not
available, payments will be made in the Specified Currency.


 


If the Specified Currency
is other than U.S. dollars and the Holder hereof has elected payment in such
Specified Currency in accordance with the procedures set forth on the face
hereof and the Specified Currency is not available due to the imposition of
exchange controls or to other circumstances beyond the Company’s control, the
Company will be entitled to satisfy its obligations to the Holder of this
Security by making such payment in U.S. dollars on the basis of the noon buying
rate in The City of New York for cable transfers of such Specified Currency as
certified for customs purposes (or, if not so certified, as otherwise
determined) by the Federal Reserve Bank of New York (the “Market Exchange
Rate”) as computed by the Exchange Rate Agent on the second Business Day prior
to the applicable payment date or, if the Market Exchange Rate is then not
available, on the basis of the most recently available Market Exchange Rate or
as otherwise indicated above.  Any
payment made under such circumstances in U.S. dollars where the required
payment is in a Specified Currency will not constitute a default under the
Indenture.


 


All determinations
referred to above made by the Exchange Rate Agent shall be at its sole
discretion (except to the extent expressly provided that any determination is
subject to approval by the Company) and, in the absence of manifest error,
shall be conclusive for all 


 

















 


purposes and
binding on the Holder of this Security, and the Exchange Rate Agent shall have
no liability therefor.


 


All currency exchange
costs will be borne by the Company.


 


References herein to
“U.S. dollars” or “U.S. $” or “$” are to the currency of the United States of
America.


 


Section 3.  Redemption.  The Company may at its option redeem this
Security in whole or from time to time in part, at the Make-Whole Price (as
defined below).  The Company may
exercise such option by causing the Trustee to mail a notice of such redemption
at least 30 but not more than 60 days prior to the Redemption Date.  In the event of redemption of this Security
in part only, a new Security or Securities for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the cancellation
hereof.  If less than all of the
Securities with like tenor and terms to this Security are to be redeemed, the
Securities to be redeemed shall be selected by the Trustee by such method as
the Trustee shall deem fair and appropriate. 
However, if less than all the Securities of the series with differing
tenor and terms to this Security are to be redeemed, then the Company in its
sole discretion shall select the particular Securities to be redeemed and shall
notify the Trustee in writing thereof at least 60 days prior to the relevant
Redemption Date.  Notwithstanding Section
11.4 of the Indenture, the notice of redemption with respect to the foregoing
redemption need not set forth the Make-Whole Price but only the manner of
calculation thereof.  The Company shall
notify the Trustee of the Make-Whole Price with respect to any redemption
promptly after the calculation thereof, and the Trustee shall not be
responsible for such calculation.


 


“Make-Whole Price” means an amount equal to the greater of (i) 100% of
the principal amount of this Security to be redeemed and (ii) as determined by
an Independent Investment Banker (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest thereon
(not including any portion of such payments of interest accrued as of the date
of redemption) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 10 basis points, plus, in the case of both (i) and
(ii), accrued and unpaid interest to the date of redemption.  Unless the Company defaults in payment of
the Make-Whole Price, on and after the date of redemption, interest will cease
to accrue on this Security to be redeemed.


 


“Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of this Security to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of this Security.


 


“Comparable Treasury Price”
means, with respect to any date of redemption, (i) the average of five
Reference Treasury Dealer Quotations for such date of redemption, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (ii) if the Trustee obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations.


 

















 


“Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.


 


“Reference Treasury Dealer”
means (i) Goldman, Sachs & Co., Banc of America Securities LLC and their
respective successors; provided, however, that if any of the foregoing shall
not be a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another
Primary Treasury Dealer; and (ii) any two other Primary Treasury Dealers the
Company selects.


 


“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any date of
redemption, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such date of
redemption.


 


“Treasury Rate” means, with
respect to any date of redemption, (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the
most recently published statistical release designated “H.15 (519)” or any successor publication that is published weekly by the Board of
Governors of the Federal Reserve System and that establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under
the caption “Treasury Constant
Maturities”, for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the stated maturity, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined, and the Treasury Rate shall be interpolated or extrapolated from such
yields on a straight-line basis, rounding to the nearest month) or (ii) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price
for such date of redemption. The Treasury Rate shall be calculated on the third
Business Day preceding the date of redemption.


 


Section 4.  Repayment.  If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity Date at the option of
the Holder on each applicable Optional Repayment Date shown on the face hereof
at a repayment price equal to 100% of the principal amount to be repaid,
together with accrued interest, if any, to the Repayment Date.  In order for this Security to be repaid, the
Trustee must receive at least 30 but not more than 60 days prior to an Optional
Repayment Date, this Security with the form attached hereto entitled “Option to
Elect Repayment” duly completed.  Any
tender of this Security for repayment shall be irrevocable.  The repayment option may be exercised by the
Holder of this Security in whole or in part in increments of $1,000 (provided
that any remaining principal amount of this Security shall not be less than the
Minimum Denomination specified on the face hereof).  Upon any partial repayment, this Security shall be canceled and a
new Security or Securities for the remaining principal amount hereof shall be
issued in the name of the Holder of this Security.


 

















 


Section 5.  Discount Securities.  If this Security (such a Security being referred
to as a “Discount Security”) (a) has been issued at an Original Issue Price
lower, by more than a de minimis amount (as determined under United States
federal income tax rules applicable to original issue discount instruments),
than the stated redemption price at maturity (as defined below) hereof and (b)
would be considered an original issue discount security for United States
federal income tax purposes, then the amount payable on this Security in the
event of redemption by the Company, repayment at the option of the Holder or
acceleration of the maturity hereof, in lieu of the principal amount due at the
Stated Maturity Date hereof, shall be the Amortized Face Amount (as defined
below) of this Security as of the date of such redemption, repayment or
acceleration.  The “Amortized Face
Amount” of this Security shall be the amount equal to the sum of (a) the
Original Issue Price (as set forth on the face hereof) plus (b) the aggregate
of the portions of the original issue discount (the excess of the amounts
considered as part of the “stated redemption price at maturity” of this
Security within the meaning of Section 1273(a)(2) of the Internal Revenue Code
of 1986, as amended (the “Code”), whether denominated as principal or interest,
over the Original Issue Price of this Security) which shall theretofore have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the date of issue of this Security to the date of
determination, minus (c) any amount considered as part of the “stated
redemption price at maturity” of this Security which has been paid on this
Security from the date of issue to the date of determination.


 


Section 6.  Modification and Waivers; Obligation of the
Company Absolute.  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 Securities of each series. 
Such amendment may be effected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of Outstanding Securities of each series affected
thereby.  The Indenture also contains
provisions permitting the Holders of not less than a majority in principal
amount of the Outstanding Securities of any series, on behalf of the Holders of
all Outstanding Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture. 
Provisions in the Indenture also permit the Holders of not less than a
majority in principal amount of all Outstanding Securities of any series to
waive on behalf of all of the Holders of Securities of such series certain past
defaults under the Indenture and their consequences.  Any such consent or waiver shall be conclusive and binding upon
the Holder of this Security and upon all future Holders of this Security and of
any Security 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 Security.


 


The Securities are
unsecured and rank pari passu with all other unsecured and unsubordinated
indebtedness of the Company.


 


No reference herein to
the Indenture and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest, if any, on this
Security at the times, place and rate, and in the Specified Currency herein
prescribed, except as set forth in Section 2.


 


Section 7.  Defeasance and Covenant Defeasance.  The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this
Security 


 

















 


and (b) certain restrictive
covenants and the related defaults and Events of Default, upon compliance by
the Company with certain conditions set forth therein, which provisions apply
to this Security, unless otherwise specified on the face hereof.


 


Section 8.  Minimum Denomination;  Authorized Denominations.  Unless otherwise provided on the face
hereof, this Security is issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000.  If this Security is
denominated in a Specified Currency other than U.S. dollars or is a Discount
Security, this Security shall be issuable in the denominations set forth on the
face hereof.


 


Section 9.  Registration of Transfer.  As provided in the Indenture and subject to
certain limitations herein and therein set forth, the transfer of this Security
is registrable in the Security Register upon surrender of this Security for
registration of transfer at a Place of Payment for the series of Securities of
which this Security forms a part, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series, of like
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 


If the registered owner
of this Security is the Depository (such a Security being referred to as a
“Global Security”), and (i) the Depository is at any time unwilling or unable
to continue as depository and a successor depository is not appointed by the
Company within 90 days following notice to the Company or (ii) an Event of Default
occurs, the Company will issue Securities in certificated form in exchange for
this Global Security.  In addition, the
Company may at any time, and in its sole discretion, determine not to have
Securities represented by a Global Security and, in such event, will issue
Securities in certificated form in exchange in whole for this Global
Security.  In any exchange pursuant to
this paragraph, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of individual Securities of
this series in exchange for this Global Security, will authenticate and deliver
individual Securities of this series in certificated form in an aggregate
principal amount equal to the principal amount of this Global Security in exchange
herefor.  Securities issued in exchange
for this Global Security pursuant to this paragraph shall be registered in such
names and in such authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.  None of the
Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in this Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests. 
For purposes of the Indenture, this Global Security constitutes a
Security issued in permanent global form. 
Securities so issued in certificated form will be issued in
denominations of $1,000 (or such other denomination as shall be specified on
the face hereof) or any amount in excess thereof which is an integral multiple
of $1,000 and will be issued in registered form only, without coupons.


 


As provided in the
Indenture and subject to certain limitations therein and herein set forth, this
Security is exchangeable for a like aggregate principal amount of Securities of
this series of different authorized denominations but otherwise having the same
terms and conditions, as requested by the Holder hereof 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 Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Holder as the owner hereof
for all purposes, whether or not this Security be overdue, and none of the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.


 


Section 10.  Events of Default.  If an Event of Default with respect to the Securities of the series
of which this Security forms a part shall have occurred and be continuing, the
principal of this Security may be declared due and payable in the manner and
with the effect provided in the Indenture.


 


Section 11.  Defined Terms.  All terms used in this Security which are defined in the
Indenture and are not otherwise defined herein shall have the meanings assigned
to them in the Indenture.


 


Section 12.  Governing Law.  Unless otherwise specified on the face hereof, this Security
shall be governed by and construed in accordance with the law of the State of
New York.


 


*     *     *     *     *


 

















 


OPTION TO ELECT
REPAYMENT


 


The undersigned hereby
irrevocably requests and instructs the Company to repay this Security (or the
portion thereof specified below), pursuant to its terms, on the “Optional
Repayment Date” first occurring after the date of receipt of this Security as
specified below (the “Repayment Date”), at a Repayment Price equal to 100% of
the principal amount thereof, together with interest thereon accrued to the
Repayment Date, to the undersigned at:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Please Print or Type
  Name and Address of the Undersigned.)

  



 


For this Option to Elect
Repayment to be effective, this Security with the Option to Elect Repayment
duly completed must be received at least 30 but not more than 60 days prior to
the Optional Repayment Date (or, if such Repayment Date is not a Business Day,
the next succeeding Business Day) by the Company at the office of the Trustee
maintained for that purpose in The City of New York, currently the office of
the Trustee located at c/o Harris Trust Bank of New York, Wall Street Plaza, 88
Pine Street, 19th Floor, New York, New York 10005.


 


If less than the entire
principal amount of this Security is to be repaid, specify the portion thereof
(which shall be $1,000 or an integral multiple thereof) which is to be repaid:
$                      .


 


If less than the entire
principal amount of the within Security is to be repaid, specify the
denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000
or any integral multiple of $1,000; provided that any remaining principal
amount of this Security shall not be less than the Minimum Denomination):
$                      .


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Note:  The signature to this Option to Elect
  Repayment must correspond with the name as written upon the face of this
  Security in every particular without alteration or enlargement or any change
  whatsoever.

  



 

















 


ABBREVIATIONS


 


The following
abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TEN COM

  	
  -

  	
  as tenants in common

  
	
   

  	
  TEN ENT

  	
  -

  	
  as tenants by the
  entireties

  
	
   

  	
  JT TEN

  	
  -

  	
  as joint tenants with
  right of survivorship and not as tenants in common

  
	
   

  	
   

  
	
   

  	
  UNIF GIFT MIN ACT  -

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
   

  	
  (Cust.)

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Under Uniform
  Gifts to Minors Act

  	
   

  
	
   

  	
   

  	
  (State)

  	
   

  
										



 


Additional abbreviations may also be used though not
in the above list.


 


FOR VALUE
RECEIVED, the undersigned

hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER
     IDENTIFYING NUMBER OF ASSIGNEE


 


	
   

  	
   

  



Please print or
type name and address, including zip code of assignee


 


 


the within Security of McCORMICK & COMPANY, INCORPORATED
and all rights thereunder and does hereby irrevocably constitute and appoint


 


                                                                     Attorney
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  SIGNATURE GUARANTEED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:  The signature to this assignment must
  correspond with the name as it appears upon the face of the Security in every
  particular, without alteration or enlargement or any change whatsoever.