<Page>







                                  EXHIBIT 10.1







                                  THE McCORMICK

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN










                  AMENDED AND RESTATED EFFECTIVE JUNE 19, 2001


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                                  THE McCORMICK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                TABLE OF CONTENTS


<Table>
<Caption>
ARTICLE 1                  DEFINITIONS                                                PAGE

<S>                      <C>                                                      <C>
      Section 1.1.         Affiliated Group                                             1
      Section 1.2.         Board                                                        1
      Section 1.3.         Code                                                         1
      Section 1.4.         Committee                                                    1
      Section 1.5.         Company                                                      1
      Section 1.6.         Disabled/Disability                                          1
      Section 1.7.         Employee                                                     1
      Section 1.8.         ERISA                                                        2
      Section 1.9.         Plan                                                         2
      Section 1.10.        Plan Year                                                    2
      Section 1.11.        Pension Plan                                                 2
      Section 1.12.        Trust                                                        2

ARTICLE 2                  PURPOSE OF PLAN

      Section 2.1.         Purpose                                                      2

ARTICLE 3                  ELIGIBILITY

      Section 3.1.         Eligibility                                                  2

ARTICLE 4                  BENEFITS

      Section 4.1.         Amount of Benefit                                            3
      Section 4.2.         Form of Benefit Payments                                     6
      Section 4.3.         Time of Benefit Payments                                     7
      Section 4.4.         Beneficiary in the Event of Death                            7
      Section 4.5.         Source of Benefits                                           8
      Section 4.6.         Contributions                                                8

ARTICLE 5                  VESTING

      Section 5.1.         Nonforfeitability of Benefits                                8
      Section 5.2.         Exceptions                                                   8
</Table>


<Page>


                                  THE McCORMICK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                TABLE OF CONTENTS

<Table>
<Caption>

ARTICLE 6                  ADMINISTRATION                                      PAGE
<S>                      <C>                                                <C>
      Section 6.1.         Duties of Committee                                  10
      Section 6.2.         Finality of Decisions                                10

ARTICLE 7                  AMENDMENT AND TERMINATION

      Section 7.1.         Amendment and Termination                            11
      Section 7.2.         Contractual Obligation                               11

ARTICLE 8                  MISCELLANEOUS

      Section 8.1.         No Employment Rights                                 11
      Section 8.2.         Assignment                                           11
      Section 8.3.         Law Applicable                                       11
</Table>



<Page>


              THE MCCORMICK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



         McCormick & Company, Incorporated, a corporation organized under the
laws of the State of Maryland, having established a Supplemental Executive
Retirement Plan for certain of its Employees and those of its subsidiary
companies, hereby amends and restates such plan, effective June 19, 2001, as
follows:


                                    ARTICLE 1

                                   DEFINITIONS

          The words and phrases defined hereinafter shall have the following
meaning:

          SECTION 1.1. AFFILIATED GROUP. The Company and all subsidiary
corporations which are participating employers under the Pension Plan.

          SECTION 1.2. BOARD. The Board of Directors of the Company.

          SECTION 1.3. CODE. The Internal Revenue Code of 1986, as amended, or
as it may be amended from time to time.

          SECTION 1.4. COMMITTEE. The Compensation Committee or the Executive
Committee of the Board of Directors of the Company, as the case may be. The
Compensation Committee of the Board reviews and approves the participation and
benefits for the Chief Executive Officer, other members of the Executive
Committee and any other executives listed in the Company's proxy as one of the
five highest paid executives. The Executive Committee reviews and approves the
participation and benefits for all other executives.

          SECTION 1.5. COMPANY. McCormick & Company, Incorporated.

          SECTION 1.6. DISABLED/DISABILITY. Totally and/or Totally and
Permanently Disabled as defined in the Pension Plan.

          SECTION 1.7. EMPLOYEE. A participant in the Pension Plan who is
employed by one or more members of the Affiliated Group.


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          SECTION 1.8. ERISA. The Employee Retirement Income Security Act of
1974, as amended.

          SECTION 1.9. PLAN. The McCormick Supplemental Executive Retirement
Plan, as amended and restated as of June 19, 2001.

          SECTION 1.10. PLAN YEAR. A 12-month period commencing December 1 and
ending November 30 of the next calendar year.

          SECTION 1.11. PENSION PLAN. The McCormick Pension Plan.

          SECTION 1.12. TRUST. The McCormick Supplemental Executive Retirement
Trust or such other trust as may be established by a member of the Affiliated
Group to fund benefits under this Plan. The Plan, notwithstanding the creation
of the Trust, is intended to be unfunded for purposes of the Code and Title I of
ERISA.


                                    ARTICLE 2

                                 PURPOSE OF PLAN

          SECTION 2.1. PURPOSE. This Plan is designed to provide supplemental
retirement benefits to senior executives in management positions selected by the
Committee. Benefits provided under the Plan are structured to facilitate an
orderly transition within the ranks of senior management and to provide for an
equitable retirement benefit for such individuals consistent with competitive
conditions in the marketplace. Such benefits may be payable out of the Trust or
such other trust as may be established by a member of the Affiliated Group, or
may be payable from the general assets of the Company.


                                    ARTICLE 3

                                   ELIGIBILITY

          SECTION 3.1. ELIGIBILITY. Any Employee shall be eligible for coverage
under this Plan if such Employee is a senior executive in a management position
selected to participate in the Plan by the Committee. In selecting an Employee
for coverage under the Plan, the Committee shall specify whether the amount of
the Employee's benefit under the Plan shall be the amount provided in Section
4.1(a), Section 4.1(b), Section 4.1(c), Section 4.1(d), or Section 4.1(e) of the
Plan and such selection shall be evidenced by one of the individual contracts
referenced in Section 7.2.


                                       2

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                                    ARTICLE 4

                                    BENEFITS

          SECTION 4.1. AMOUNT OF BENEFIT. Each Employee eligible for coverage
under the Plan who shall retire on or after the attainment of age 55 shall
receive a monthly benefit payable for the life of the Employee. Except as
otherwise provided in Section 4.4, the payment of benefits under the Plan shall
be conditioned upon the Company's receipt of the Employee's application for
retirement benefits under the Pension Plan. The monthly benefit payable under
the Plan shall be calculated as follows:

         (a)      "Supplemental Retirement Plan" Benefit. For an Employee who
                  has been selected by the Committee to receive benefits
                  provided by this Section 4.1(a), the benefit shall be equal to
                  the amount described in subparagraph (1) minus the amount
                  described in subparagraph (2):

                  (1)      The benefit that would have been payable under the
                           Pension Plan under the single life annuity form of
                           payment, disregarding the limitations of Section 415
                           of the Code as implemented in Appendix I of the
                           Pension Plan and the limitation of Section 401(a)(17)
                           of the Code as it may be implemented in the Pension
                           Plan, calculated as if he were retiring at an
                           adjusted retirement age. This adjusted retirement age
                           will be the Employee's actual attained age at
                           retirement increased by one month for each month of
                           service after age 55 during which the Employee
                           participated in the Plan. However, the adjusted
                           retirement age cannot be greater than 65. The
                           Employee will continue to accrue credited service
                           during any period of time he or she is Disabled. In
                           the benefit calculation, credited service and average
                           monthly earnings will be determined to the adjusted
                           retirement age, assuming that the Employee's rate of
                           pay in effect on his date of retirement had remained
                           in effect until his adjusted retirement age.
                           Furthermore, average monthly earnings shall include
                           90% of 1/12th of the average of the five highest
                           annual bonuses payable to the Employee for any five
                           of the ten calendar years immediately prior to his
                           termination of employment; if the Employee is on
                           Disability at the time of retirement under the
                           Pension Plan, the annual bonuses considered shall be
                           the five highest annual bonuses payable to the
                           Employee for any five of the ten calendar years
                           immediately prior to the Disability;


                                       3

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                  (2)      The benefit actually provided by the Pension Plan
                           under the single life annuity form of payment.

         (b)      "Executive Retirement Plan" Benefit. For an Employee who has
                  been selected by the Committee to receive benefits provided by
                  this Section 4.1(b), the benefit shall be equal to the amount
                  described in subparagraph (1) minus the amount described in
                  subparagraph (2):

                  (1)      The benefit that would have been payable under the
                           Pension Plan under the single life annuity form of
                           payment, disregarding the limitations of Section 415
                           of the Code as implemented in Appendix I of the
                           Pension Plan and the limitation of Section 401(a)(17)
                           of the Code as it may be implemented in the Pension
                           Plan, if average monthly earnings had included 90% of
                           1/12th of the average of the five highest annual
                           bonuses payable to the Employee for any five of the
                           ten calendar years immediately prior to his
                           termination of employment; if the Employee is on
                           Disability at the time of retirement under the
                           Pension Plan, the annual bonuses considered shall be
                           the five highest annual bonuses payable to the
                           Employee for any five of the ten calendar years
                           immediately prior to the Disability;

                  (2)      The benefit actually provided by the Pension Plan
                           under the single life annuity form of payment.

         (c)      "Foreign Service Retirement" Benefit "A". For an Employee
                  who has been selected by the Committee to receive benefits
                  provided by this Section 4.1(c), and so long as such
                  Employee (i) at the time of his or her retirement is working
                  in the United States for the Company or a subsidiary or
                  affiliate of the Company that participates in the Pension
                  Plan, and (ii) has worked in the United States for at least
                  three years at the Company or a subsidiary or affiliate of
                  the Company that participates in the Pension Plan, the
                  benefit shall be equal to the amount described in
                  subparagraph (1) minus the amounts described in subparagraphs
                  (2) and (3):

                  (1)      The benefit that would have been payable under the
                           Pension Plan under the single life annuity form of
                           payment, including in such calculation all periods of
                           service by the Employee with any subsidiary or
                           affiliate of the Company located outside the United
                           States, and disregarding the limitations of Section
                           415 of the Code as implemented in Appendix I of the
                           Pension Plan and the limitation of Section 401(a)(17)
                           of the Code as it may be implemented in the Pension
                           Plan, if his

                                       4

<Page>


                           benefit were calculated as if he were retiring at an
                           adjusted retirement age. This adjusted retirement age
                           will be the Employee's actual attained age at
                           retirement increased by one month for each month of
                           service after age 55 during which the Employee
                           participated in the Plan. However, the adjusted
                           retirement age cannot be greater than 65. The
                           Employee will continue to accrue credited service
                           during the period of time he or she is Disabled. In
                           the benefit calculation, credited service and average
                           monthly earnings will be determined to the adjusted
                           retirement age, assuming that the Employee's rate of
                           pay in effect on his date of retirement had remained
                           in effect until the adjusted retirement age.
                           Furthermore, average monthly earnings shall include
                           90% of 1/12th of the average of the five highest
                           annual bonuses payable to the Employee for any five
                           of the ten calendar years immediately prior to his
                           termination of employment; if the Employee is on
                           Disability at the time of retirement under the
                           Pension Plan, the annual bonuses considered shall be
                           the five highest annual bonuses payable to the
                           Employee for any five of the ten calendar years
                           immediately prior to the Disability;

                  (2)      The benefit actually provided by the Pension Plan
                           under the single life annuity form of payment;

                  (3)      The benefit actually provided by any pension or
                           retirement plan provided by a subsidiary or affiliate
                           of the Company located outside the United States
                           which formerly employed the Employee.

         (d)      "Foreign Service Retirement" Benefit "B": For an Employee who
                  has been selected by the Committee to receive benefits
                  provided by this Section 4.1(d), and so long as such Employee
                  (i) at the time of his or her retirement is working in the
                  United States for the Company or a subsidiary or affiliate of
                  the Company that participates in the Pension Plan, and
                  (ii) has worked in the United States for at least three years
                  at the Company or at a subsidiary or affiliate of the Company
                  that participates in the Pension Plan, the benefit shall be
                  equal to the amount described in subparagraph (1) minus the
                  amounts described in subparagraphs (2) and (3):

                  (1)      The benefit that would have been payable under the
                           Pension Plan under the single life annuity form of
                           payment, including in such calculation all periods of
                           service by the Employee with any subsidiary or
                           affiliate of the Company located outside the United
                           States, and disregarding the limitations of

                                       5

<Page>

                           Section 415 of the Code as implemented in Appendix I
                           of the Pension Plan and the limitation of Section
                           401(a)(17) of the Code as it may be implemented in
                           the Pension Plan, if average monthly earnings had
                           included 90% of 1/12th of the average of the five
                           highest annual bonuses payable to the Employee for
                           any five of the ten calendar years immediately prior
                           to termination of employment; if the Employee is on
                           Disability at the time of retirement under the
                           Pension Plan, the annual bonuses considered shall be
                           the five highest annual bonuses payable to the
                           Employee for any five of the ten calendar years
                           immediately prior to the Disability;

                  (2)      The benefit actually provided by the Pension Plan
                           under the single life annuity form of payment;

                  (3)      The benefit actually provided by any pension or
                           retirement plan provided by a subsidiary or affiliate
                           of the Company located outside the United States
                           which formerly employed the Employee.


         (e)      Special Retirement Supplement. For an Employee who has been
                  selected by the Committee to receive benefits provided by
                  this Section 4.1(e), the benefit shall be equal to the
                  amount described in subparagraph (1) minus the amount
                  described in subparagraph (2):

                  (1)      The benefit that would have been payable under the
                           Pension Plan under the single life annuity form of
                           payment, disregarding the limitations of Section 415
                           of the Code as implemented in Appendix I of the
                           Pension Plan and the limitation of Section 401(a)(17)
                           of the Code as it may be implemented in the Pension
                           Plan;

                  (2)      The benefit actually provided by the Pension Plan
                           under the single life annuity form of payment.

         (f)      For purposes of calculating the Supplemental Retirement Plan
                  Benefit, the Executive Retirement Plan Benefit, the Foreign
                  Service Retirement Benefit "A", and the Foreign Service
                  Retirement Benefit "B" under this Article 4, the term "annual
                  bonus" shall not include any payment made to an Employee
                  pursuant to the Company's Mid-Term Incentive Plan.

         SECTION 4.2.  FORM OF BENEFIT PAYMENTS.

         (a)      Benefits described in Section 4.1 shall be payable monthly
                  during the Employee's life.


                                       6

<Page>


         (b)      Notwithstanding the foregoing, the Committee, with the
                  consent of the Employee, may change the manner and time of
                  making the monthly distributions provided in Section 4.1 and
                  may make such distributions in a lump sum or any other form
                  of payment which is actuarially equivalent to the single
                  life form of payment provided in Section 4.2(a). Actuarial
                  equivalence shall be determined under this Plan by using the
                  actuarial assumptions that are used for that purpose under
                  the Pension Plan as in effect when such actuarial equivalence
                  under this Plan is being determined. Any actuarially
                  equivalent benefits calculated under this Section shall be
                  based on the Employee's actual attained age at the time of
                   the calculation. Further, the Committee in its sole
                  discretion, may distribute the actuarial equivalent of
                  benefits due hereunder over a period certain of up to five
                  (5) years from the date they were otherwise to have
                  commenced. The form of payment agreed to hereunder need not
                  be the same as the form of payment used for distributions
                  from the Pension Plan.

         (c)      If the Committee shall find that any person to whom any
                  payment is payable under this Agreement is unable to care
                  for his affairs because of illness or accident, or is a
                  minor, any payment due (unless a prior claim therefor shall
                  have been made by a duly appointed guardian, committee or
                  other legal representative) may be paid to the spouse, a
                  child, a parent, or a brother or sister, or to any person
                  deemed by the Committee to have incurred expense for such
                  person otherwise entitled to payment, in such manner and
                  proportions as the Committee may determine. Any such payment
                  shall be a complete discharge of the liabilities of the
                  Company under this Plan.

          SECTION 4.3. TIME OF BENEFIT PAYMENTS. Benefits described in Section
4.1 shall commence on the first day of the month following the retirement of the
Employee on or after the Employee's attainment of age 55. If the Employee is on
Disability at the time of retirement under the Pension Plan, the benefits
described in Section 4.1 shall commence on the same date that Pension Plan
payments commence.

          SECTION 4.4. BENEFICIARY IN THE EVENT OF DEATH. Upon the death of an
Employee eligible for coverage under the Plan prior to termination of
employment, the surviving spouse, if any, shall be paid a benefit for life equal
to 50% of the benefit the Employee would have been entitled to under the Plan
had he retired on the day before his death and had he begun receiving benefits
under the 50% joint and survivor form of payment immediately before his death.
If the Employee dies before age 55, the surviving spouse shall be paid a benefit
commencing on the first of the month following the date on which the Employee
would have become age 55 in an amount equal to 50% of the benefit the

                                       7

<Page>


Employee would have been entitled to under the Plan if he had been age 55 on the
day before his death, but based on his actual years of service as of his date of
death. If death occurs after the Employee's retirement, the benefit will be
based on the form of benefit selected prior to his retirement.

          SECTION 4.5. SOURCE OF BENEFITS. Benefits payable under this Plan
shall be paid out of the Trust, or out of the general assets of the Company.
Nothing contained in this Plan and no action taken pursuant to the provisions of
this Plan shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and the Employee or any other person.
Any funds which may be invested and any assets which may be held to provide
benefits under this Plan shall continue for all purposes to be a part of the
general funds and assets of the Company and no person other than the Company
shall by virtue of the provisions of this Plan have any interest in such funds
and assets. To the extent that any person acquires a right to receive payments
from the Company under this Plan, such rights shall be no greater than the right
of any unsecured general creditor of the Company.

          SECTION 4.6. CONTRIBUTIONS. The Company shall make such contributions
as are necessary to maintain the Plan on a sound basis. The Company shall
contribute to the Trust for each Plan Year an amount which the Company
determines is necessary to carry out the funding policy for the Plan.
Contributions for a Plan Year, if required, shall be made as soon as practicable
after the end of the Plan Year.


                                    ARTICLE 5

                                     VESTING

          SECTION 5.1. NONFORFEITABILITY OF BENEFITS. The right of the Employee
or any other person to the payment of benefits under this Plan shall be
nonforfeitable (except as otherwise provided herein) as long as the terms and
conditions herein are satisfied.

          SECTION 5.2. EXCEPTIONS. Notwithstanding any provision of this Plan to
the contrary:

         (a)      If an Employee's employment with the Company ceases before age
                  55 other than as a result of death, a Constructive Discharge
                  or a discharge by the Company without Cause, then no benefits
                  will be paid to the Employee under this Plan.

         (b)      If an Employee's employment with the Company is terminated
                  before age 55 pursuant to a Constructive Discharge or a
                  discharge by the Company without Cause, then for purposes of
                  the Plan and


                                       8

<Page>

                  the Employee's individual contract with the Company, as
                  provided for in Section 7.2, regarding his benefits
                  (collectively, the "Plan Documents"):

                  (1)      The requirement in the Plan Documents that the
                           Employee must be at least age 55 on the date of
                           termination of his employment with the Company shall
                           not be applied to such Employee, and he or she shall
                           vest immediately upon such termination of employment
                           in the right to receive a monthly benefit payable for
                           the life of the Employee, calculated as otherwise
                           provided under the Plan Documents based upon the
                           Employee's years of service and compensation as of
                           the date of such termination, and commencing on the
                           first day of the month following the Employee's
                           attainment of age 55; provided, however, that the
                           payment of benefits under the Plan Documents shall be
                           conditioned upon the Company's receipt of the
                           Employee's application for retirement benefits under
                           the Pension Plan; and

                  (2)      References in the Plan Documents to the Employee's
                           "retirement" shall be deemed to mean his termination
                           of employment.

         (c)      For purposes of this Plan, "Cause" means any willful and
                  continuous failure by the Employee to substantially perform
                  his duties with the Company (unless the failure to perform
                  is due to the Employee's Disability) or any willful
                  misconduct or gross negligence by the Employee which results
                  in material economic harm to the Company, or any conviction
                  of the Employee of a felony. No act or failure to act shall
                  be considered "willful" for purposes of this definition if
                  the Employee reasonably believed in good faith that such act
                  or failure to act was in, or not opposed to, the best
                  interests of the Company. In the event of a willful and
                  continuous failure by the Employee to substantially perform
                  his duties, the Company shall notify the Employee in writing
                  of such failure to perform and the Employee shall have a
                  period of thirty (30) days after such notice to resume
                  substantial performance of his duties.

                  For purposes of this Plan, an Employee is considered to have
                  experienced a "Constructive Discharge" or to have been
                  "Constructively Discharged" if he or she resigns employment as
                  a result of, and within a period of thirty (30) days after the
                  occurrence of, any of the following events:

                  (1)     Re-assignment of the Employee to a position which is
                          at a lower level in the organizational structure than
                          his previous

                                       9

<Page>


                          position, as defined by any one or a combination of
                          the following factors: reporting relationship,
                          compensation compared to others in the organization,
                          and authority, duties and responsibilities;

                  (2)      Diminution in the Employee's authority, duties or
                           responsibilities, or the assignment of duties and
                           responsibilities which are unsuitable for an
                           individual having the position, experience and
                           stature of the Employee;

                  (3)      Reduction in the Employee's total compensation
                           (including salary, bonus, deferred compensation,
                           stock options, profit sharing and retirement programs
                           and other benefits);

                  (4)      Relocation of the Employee's principal workplace to a
                           location  which is more than 50 miles from the
                           Employee's previous principal workplace; or

                  (5)      Any failure by the Company to require any successor
                           (whether direct or indirect, by purchase, merger,
                           consolidation or otherwise) to all or substantially
                           all of the business and/or assets of the Company to
                           assume expressly and agree to perform under the Plan
                           Documents in the same manner and to the same extent
                           that the Company would be required to perform
                           thereunder with respect to the Employee if the
                           transaction or event resulting in a successor had not
                           taken place.

                  For purposes of subparagraphs (1), (2) or (3) of this Section
                  5.2(c), an isolated, insubstantial and inadvertent action
                  shall be excluded unless the Company fails to remedy such
                  action promptly after receipt of notice thereof given by the
                  Employee.


                                    ARTICLE 6

                                 ADMINISTRATION

          SECTION 6.1. DUTIES OF COMMITTEE. This Plan shall be administered by
the Committee in accordance with its terms and purposes.

          SECTION 6.2. FINALITY OF DECISIONS. The Committee shall have full
power and authority to interpret, construe and administer this Plan and the
Committee's determinations, and any actions taken hereunder, including any
valuation of the amount, or designation of a recipient, or any payment to be
made hereunder, shall be binding and conclusive on all persons for all purposes.
No member of

                                       10

<Page>


the Committee shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Plan unless
attributable to his own willful misconduct or lack of good faith.


                                    ARTICLE 7

                            AMENDMENT AND TERMINATION

          SECTION 7.1. AMENDMENT AND TERMINATION. While the Company intends to
maintain this Plan for as long as necessary, the Company reserves the right to
amend and/or terminate it at any time for whatever reasons it may deem
appropriate, except that no such amendment shall alter, reduce or diminish any
benefit previously granted to an Employee pursuant to Section 7.2 hereof.

          SECTION 7.2. CONTRACTUAL OBLIGATION. Notwithstanding Section 7.1, the
Company intends to assume a contractual commitment to pay the benefits described
under this Plan and such commitment shall be evidenced by individual contracts
entered into between the Company and each covered Employee for whom benefits
accrue hereunder, which contracts are attached hereto as Exhibits I, II, III, IV
and V.


                                    ARTICLE 8

                                  MISCELLANEOUS

          SECTION 8.1. NO EMPLOYMENT RIGHTS. Nothing contained in this Plan
shall be construed as a contract of employment between the Company or any
corporation in the Affiliated Group and any Employee, or as a right of any
Employee to be continued in employment or as a limitation of the right of the
Company to discharge any Employee with or without cause.

          SECTION 8.2. ASSIGNMENT. The benefits payable under this Plan may not
be assigned, alienated, pledged, attached or garnished except by will or by the
laws of descent and distribution, or except as required by law or judicial
order.

          SECTION 8.3. LAW APPLICABLE. This Plan shall be governed by the laws
of the State of Maryland, except to the extent preempted by ERISA.

ATTEST:                             McCORMICK & COMPANY, INCORPORATED

_______________________    By:  _________________________________
Robert W. Skelton                  Karen D. Weatherholtz
Secretary                          Senior Vice President - Human Relations


                                       11

<Page>


                                                                       EXHIBIT I


                McCORMICK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                               AGREEMENT (TIER I)


         THIS AGREEMENT is made as of the _____ day of _______________, ______,
by and between McCORMICK & COMPANY, INCORPORATED, a corporation organized under
the laws of the State of Maryland (the "Company") and ______________________
(the "Employee").

                                    RECITALS:

         The Board of Directors of the Company has determined that it is
desirable and in the best interests of the Company to adopt a supplemental
retirement plan to facilitate an orderly transition within the ranks of senior
management and to provide for a more equitable retirement benefit for such
individuals consistent with competitive conditions in the marketplace; and

         The Board of Directors has approved and adopted such a plan known as
the "McCormick Supplemental Executive Retirement Plan", as amended, (the "Plan")
for certain senior executives designated by the Compensation or the Executive
Committee of the Board of Directors (the "Committee"); and

         The Board of Directors has authorized the officers of this Company to
do any and all things necessary or desirable to put said Plan in effect; and

         It is both desirable and necessary to include the Employee in said
Plan.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants below set forth, the parties agree as follows:

         1.    In recognition of the Employee's past and future service, the
               Company shall provide a supplemental pension benefit to the
               Employee pursuant to the Plan and this Agreement in an amount
               determined in accordance with Section 4.1(a) of the Plan. Section
               4.1(a) of the Plan provides that the supplemental pension benefit
               shall be equal to the amount described in subparagraph (1) minus
               the amount described in subparagraph (2) as follows:

               "(1) The benefit that would have been payable under the Pension
                    Plan under the single life annuity form of payment,
                    disregarding the limitations of Section 415 of the Internal
                    Revenue Code (the "Code") as implemented in Appendix I of
                    the McCormick Pension Plan (the "Pension Plan") and the
                    limitation of Section 401(a)(17) of the Code as it may be
                    implemented in the Pension Plan, calculated as if he were
                    retiring at an adjusted retirement


<Page>

                    age. This adjusted retirement age will be the Employee's
                    actual attained age at retirement increased by one month for
                    each month of service after age 55 during which the Employee
                    participated in the Plan. However, the adjusted retirement
                    age cannot be greater than 65. The Employee will continue to
                    accrue credited service during any time he or she is
                    Disabled. In the benefit calculation, credited service and
                    average monthly earnings will be determined to the adjusted
                    retirement age, assuming that the Employee's rate of pay in
                    effect on his date of retirement had remained in effect
                    until his adjusted retirement age. Furthermore, average
                    monthly earnings shall include 90% of 1/12th of the average
                    of the five highest annual bonuses payable to the Employee
                    for any five of the ten calendar years immediately prior to
                    his termination of employment; if the Employee is on
                    Disability at the time of retirement under the Pension Plan,
                    the annual bonuses considered shall be the five highest
                    annual bonuses payable to the Employee for any five of the
                    ten calendar years immediately prior to his Disability;

               (2)  The benefit actually provided by the Pension Plan
                    under the single life annuity form of payment."

         2.    For purposes of calculating the benefit provided under this
               Agreement, the term "annual bonuses" in Section 1 above shall
               not include any payment made to an Employee pursuant to the
               Company's Mid-Term Incentive Plan.

         3.    In the event of the death of Employee prior to termination of
               employment, the surviving spouse, if any, shall be paid a benefit
               for life equal to 50% of the benefit the Employee would have been
               entitled to under the Plan had he retired on the day before his
               death and had he begun receiving benefits under the 50% joint and
               survivor form of payment immediately before his death. If the
               Employee dies before age 55, the surviving spouse shall be paid a
               benefit commencing on the first of the month following the date
               on which the Employee would have become age 55 in an amount equal
               to 50% of the benefit the Employee would have been entitled to
               under the Plan if he had been age 55 on the day before his death,
               but based on his actual years of service as of his date of death.
               If death occurs after the Employee's retirement, the benefit will
               be based on the form of benefit selected prior to his retirement.

         4.    Notwithstanding anything in this Agreement to the contrary, the
               Committee, with the consent of the Employee, may change the
               manner and time of making the monthly distributions provided in
               Section 1 of this Agreement and may make such distributions in a
               lump sum or any other form of payment which is actuarially
               equivalent to the single life annuity form of payment stipulated
               hereunder. Any such actuarially equivalent benefits shall be
               based on the Employee's actual attained age at the time of the
               calculation. Further, the Committee, in its sole discretion, may
               distribute the actuarially equivalent benefits due hereunder over
               a

                                       2

<Page>

               period certain of up to five (5) years from the date they were
               otherwise to have commenced. The form of payment agreed to
               hereunder need not be the same as the form of payment used for
               distributions from the Pension Plan.

         5.    Nothing contained in the Plan or in this Agreement, and no action
               taken pursuant to the provisions of the Plan or this Agreement,
               shall create or be construed to create a trust of any kind, or a
               fiduciary relationship between the Company and the Employee, his
               designated beneficiary or any other person. Any funds which may
               be invested and any assets which may be held to provide benefits
               under the Plan and this Agreement shall continue for all purposes
               to be a part of the general funds and assets of the Company and
               no person other than the Company shall by virtue of the
               provisions of this Agreement have any interest in such funds and
               assets. To the extent that any person acquires a right to receive
               payments from the Company under this Agreement, such rights shall
               be no greater than the right of any unsecured general creditor of
               the Company.

         6.    The right of the Employee or any other person to the payment of a
               supplemental pension benefit under this Agreement shall be
               nonforfeitable (except as otherwise provided in the Plan) as long
               as the terms and conditions of the Plan and this Agreement are
               satisfied. The payment of benefits shall commence upon the
               retirement of the Employee on or after the attainment of age 55.
               The payment of benefits is conditioned upon the Company's receipt
               of the Employee's application for retirement benefits under the
               Pension Plan.

         7.    The right of the Employee or any other person to the payment of a
               supplemental pension benefit or other benefits under the Plan and
               this Agreement shall not be assigned, transferred, pledged or
               encumbered except by will or by the laws of descent and
               distribution, or except as required by law or judicial order.

         8.    If the Committee shall find that any person to whom any payment
               is payable under the Plan and this Agreement is unable to care
               for his affairs because of illness or accident, or is a minor,
               any payment due (unless a prior claim therefor shall have been
               made by a duly appointed guardian, committee or other legal
               representative) may be paid to the spouse, a child, a parent, or
               a brother or sister, or to any person deemed by the Committee to
               have incurred expense for such person otherwise entitled to
               payment, in such manner and proportions as the Committee may
               determine. Any such payment shall be a complete discharge of the
               liabilities of the Company under this Agreement.

         9.    The Committee shall have full power and authority to interpret,
               construe and administer this Agreement and the Committee's
               determinations, and any actions taken hereunder, including any
               valuation of the amount, or designation of a recipient, of any
               payment to be made hereunder, shall be binding and conclusive on
               all persons for all purposes. No member of the Committee shall be
               liable to any person for any action taken or omitted in
               connection with the interpretation

                                       3

<Page>

               and administration of this Agreement unless attributable to his
               own willful misconduct or lack of good faith.

         10.   This Agreement shall not confer any rights or privileges on the
               Employee greater than those provided under the Plan. This
               Agreement is subject to the terms and provisions of the Plan and,
               in the event of any conflict between the provisions of the Plan
               and this Agreement, the provisions of the Plan shall govern.

         11.   This Agreement shall be binding upon and inure to the benefit of
               the Company, its successors and assigns and the Employee and his
               heirs, executors, administrators and legal representatives.

         12.   This Agreement shall be construed in accordance with and governed
               by the laws of the State of Maryland.

         13.   The terms used in this Agreement shall have the same definition
               as the identified terms used in the Plan.

         14.   (a) This Agreement supersedes any previous agreements between the
                    parties regarding supplemental or executive retirement plan
                    benefits and constitutes the entire agreement between the
                    parties.

               (b)  The date of enrollment of the Employee in the Plan
                    is _____________.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Employee has hereunto set his
hand and seal, as of the date appearing on page one.


ATTEST:                                     McCORMICK & COMPANY, INCORPORATED


_______________________________             By: ________________________________
Robert W. Skelton                               Robert J. Lawless
Secretary                                       Chairman of the Board, President
                                                & Chief Executive Officer




                                            ________________________________(LS)



                                       4

<Page>


                                                                      EXHIBIT II


                McCORMICK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                               AGREEMENT (TIER II)


         THIS AGREEMENT is made as of the _____ day of _______________, ______,
by and between McCORMICK & COMPANY, INCORPORATED, a corporation organized under
the laws of the State of Maryland (the "Company") and ______________________
(the "Employee").

                                    RECITALS:

         The Board of Directors of the Company has determined that it is
desirable and in the best interests of the Company to adopt a supplemental
retirement plan to facilitate an orderly transition within the ranks of senior
management and to provide for a more equitable retirement benefit for such
individuals consistent with competitive conditions in the marketplace; and

         The Board of Directors has approved and adopted such a plan known as
the "McCormick Supplemental Executive Retirement Plan", as amended, (the "Plan")
for certain senior executives designated by the Compensation or the Executive
Committee of the Board of Directors (the "Committee"); and

         The Board of Directors has authorized the officers of this Company to
do any and all things necessary or desirable to put said Plan in effect; and

         It is both desirable and necessary to include the Employee in said
Plan.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants below set forth, the parties agree as follows:

         1.    In recognition of the Employee's past and future service, the
               Company shall provide a supplemental pension benefit to the
               Employee pursuant to the Plan and this Agreement in an amount
               determined in accordance with Section 4.1(b) of the Plan. Section
               4.1(b) of the Plan provides that the supplemental pension benefit
               shall be equal to the amount described in subparagraph (1) minus
               the amount described in subparagraph (2) as follows:

               "(1)     The benefit that would have been payable under the
                        Pension Plan under the single life annuity form of
                        payment, disregarding the limitations of Section 415 of
                        the Internal Revenue Code (the "Code") as implemented in
                        Appendix I of the McCormick Pension Plan (the "Pension
                        Plan") and the limitation of Section 401(a)(17) of the
                        Code as it may be implemented in the Pension Plan, if
                        average monthly earnings had included 90% of 1/12th


<Page>

                        of the average of the five highest annual bonuses
                        payable to the Employee for any five of the ten calendar
                        years immediately prior to his termination of
                        employment; if the Employee is on Disability at the time
                        of retirement under the Pension Plan, the annual bonuses
                        considered shall be the five highest annual bonuses
                        payable to the Employee for any five of the ten calendar
                        years immediately prior to the Disability;

                    (2) The benefit actually provided by the Pension Plan under
                        the single life annuity form of payment."

              2.    For purposes of calculating the benefit provided under this
                    Agreement, the term "annual bonuses" in Section 1 above
                    shall not include any payment made to an Employee pursuant
                    to the Company's Mid-Term Incentive Plan.

              3.    In the event of the death of Employee prior to termination
                    of employment, the surviving spouse, if any, shall be paid a
                    benefit for life equal to 50% of the benefit the Employee
                    would have been entitled to under the Plan had he retired on
                    the day before his death and had he begun receiving benefits
                    under the 50% joint and survivor form of payment immediately
                    before his death. If the Employee dies before age 55, the
                    surviving spouse shall be paid a benefit commencing on the
                    first of the month following the date on which the Employee
                    would have become age 55 in an amount equal to 50% of the
                    benefit the Employee would have been entitled to under the
                    Plan if he had been age 55 on the day before his death, but
                    based on his actual years of service as of his date of
                    death. If death occurs after the Employee's retirement, the
                    benefit will be based on the form of benefit selected prior
                    to his retirement.

              4.    Notwithstanding anything in this Agreement to the contrary,
                    the Committee, with the consent of the Employee, may change
                    the manner and time of making the monthly distributions
                    provided in Section 1 of this Agreement and may make such
                    distributions in a lump sum or any other form of payment
                    which is actuarially equivalent to the single life annuity
                    form of payment stipulated hereunder. Any such actuarially
                    equivalent benefits shall be based on the Employee's actual
                    attained age at the time of the calculation. Further, the
                    Committee, in its sole discretion, may distribute the
                    actuarially equivalent benefits due hereunder over a period
                    certain of up to five (5) years from the date they were
                    otherwise to have commenced. The form of payment agreed to
                    hereunder need not be the same as the form of payment used
                    for distributions from the Pension Plan.

              5.    Nothing contained in the Plan or in this Agreement, and no
                    action taken pursuant to the provisions of the Plan or this
                    Agreement, shall create or be construed to create a trust of
                    any kind, or a fiduciary relationship between the Company
                    and the Employee, his designated beneficiary or any other
                    person. Any funds which may be invested and any assets which
                    may be held to provide benefits under the Plan and this
                    Agreement shall continue for all purposes to be a part of
                    the general funds


                                       2

<Page>

                    and assets of the Company and no person other than the
                    Company shall by virtue of the provisions of this Agreement
                    have any interest in such funds and assets. To the extent
                    that any person acquires a right to receive payments from
                    the Company under this Agreement, such rights shall be no
                    greater than the right of any unsecured general creditor of
                    the Company.

              6.    The right of the Employee or any other person to the payment
                    of a supplemental pension benefit under this Agreement shall
                    be nonforfeitable (except as otherwise provided in the Plan)
                    as long as the terms and conditions of the Plan and this
                    Agreement are satisfied. The payment of benefits shall
                    commence upon the retirement of the Employee on or after the
                    attainment age of 55. The payment of benefits is conditioned
                    upon the Company's receipt of the Employee's application for
                    retirement benefits under the Pension Plan.

              7.    The right of the Employee or any other person to the payment
                    of a supplemental pension benefit or other benefits under
                    the Plan and this Agreement shall not be assigned,
                    transferred, pledged or encumbered except by will or by the
                    laws of descent and distribution, or except as required by
                    law or judicial order.

              8.    If the Committee shall find that any person to whom any
                    payment is payable under the Plan and this Agreement is
                    unable to care for his affairs because of illness or
                    accident, or is a minor, any payment due (unless a prior
                    claim therefor shall have been made by a duly appointed
                    guardian, committee or other legal representative) may be
                    paid to the spouse, a child, a parent, or a brother or
                    sister, or to any person deemed by the Committee to have
                    incurred expense for such person otherwise entitled to
                    payment, in such manner and proportions as the Committee may
                    determine. Any such payment shall be a complete discharge of
                    the liabilities of the Company under this Agreement.

              9.    The Committee shall have full power and authority to
                    interpret, construe and administer this Agreement and the
                    Committee's determinations, and any actions taken hereunder,
                    including any valuation of the amount, or designation of a
                    recipient, of any payment to be made hereunder, shall be
                    binding and conclusive on all persons for all purposes. No
                    member of the Committee shall be liable to any person for
                    any action taken or omitted in connection with the
                    interpretation and administration of this Agreement unless
                    attributable to his own willful misconduct or lack of good
                    faith.

              10.   This Agreement shall not confer any rights or privileges on
                    the Employee greater than those provided under the Plan.
                    This Agreement is subject to the terms and provisions of the
                    Plan and, in the event of any conflict between the
                    provisions of the Plan and this Agreement, the provisions of
                    the Plan shall govern.

                                       3

<Page>


              11.   This Agreement shall be binding upon and inure to the
                    benefit of the Company, its successors and assigns and the
                    Employee and his heirs, executors, administrators and legal
                    representatives.

              12.   This Agreement shall be construed in accordance with and
                    governed by the laws of the State of Maryland.

              13.   The terms used in this Agreement shall have the same
                    definition as the identical terms used in the Plan.

              14.   (a) This Agreement supersedes any previous agreements
                        between the parties regarding supplemental or executive
                        retirement plan benefits and constitutes the entire
                        agreement between the parties.

                    (b) The date of enrollment of the Employee in the Plan
                        is _____________.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Employee has hereunto set his
hand and seal, as of the date appearing on page one.


ATTEST:                                     McCORMICK & COMPANY, INCORPORATED


_______________________________             By: ________________________________
Robert W. Skelton                               Robert J. Lawless
Secretary                                       Chairman of the Board, President
                                                & Chief Executive Officer




                                            ________________________________(LS)



                                       4
<Page>


                                                                     EXHIBIT III


                McCORMICK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                              AGREEMENT (TIER I FN)


         THIS AGREEMENT is made as of the _____ day of _______________, ______,
by and between McCORMICK & COMPANY, INCORPORATED, a corporation organized under
the laws of the State of Maryland (the "Company") and ______________________
(the "Employee").

                                    RECITALS:

         The Board of Directors of the Company has determined that it is
desirable and in the best interests of the Company to adopt a supplemental
retirement plan to facilitate an orderly transition within the ranks of senior
management and to provide for a more equitable retirement benefit for such
individuals consistent with competitive conditions in the marketplace; and

         The Board of Directors has approved and adopted such a plan known as
the "McCormick Supplemental Executive Retirement Plan", as amended, (the "Plan")
for certain senior executives designated by the Compensation or the Executive
Committee of the Board of Directors (the "Committee"); and

         The Board of Directors has authorized the officers of this Company to
do any and all things necessary or desirable to put said Plan in effect; and

         It is both desirable and necessary to include the Employee in said
Plan.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants below set forth, the parties agree as follows:

         1 .   In recognition of the Employee's past and future service, the
               Company shall provide a supplemental pension benefit to the
               Employee pursuant to the Plan and this Agreement in an amount
               determined in accordance with Section 4.1(c) of the Plan. The
               benefit provided under Section 4.1(c) of this Agreement shall be
               payable to the Employee only if the Employee (i) at the time of
               his or her retirement is working in the United States for the
               Company or a subsidiary or affiliate of the Company that
               participates in the Pension Plan, and (ii) has worked in the
               United States for at least three years at the Company or at a
               subsidiary or affiliate of the Company that participates in the
               Pension Plan. The benefit shall be equal to the amount described
               in subparagraph (1) minus the amounts described in subparagraphs
               (2) and (3):

<Page>


               "(1)     The benefit that would have been payable under the
                        McCormick Pension Plan (the "Pension Plan") under the
                        single life annuity form of payment, including in such
                        calculation all periods of service by the Employee with
                        any subsidiary or affiliate of the Company located
                        outside the United States, disregarding the limitations
                        of Section 415 of the Internal Revenue Code (the "Code")
                        as implemented in Appendix I of the Pension Plan and the
                        limitation of Section 401(a)(17) of the Code as it may
                        be implemented in the Pension Plan, if his benefit were
                        calculated as if he were retiring at an adjusted
                        retirement age. This adjusted retirement age will be the
                        Employee's actual attained age at retirement increased
                        by one month for each month of service after age 55
                        during which the Employee participated in the Plan.
                        However, the adjusted retirement age cannot be greater
                        than 65. The Employee will continue to accrue credited
                        service during the period of time he or she is Disabled.
                        In the benefit calculation, credited service and average
                        monthly earnings will be determined to the adjusted
                        retirement age, assuming that the Employee's rate of pay
                        in effect on his date of retirement had remained in
                        effect until the adjusted retirement age. Furthermore,
                        average monthly earnings shall include 90% of 1/12th of
                        the average of the five highest annual bonuses payable
                        to the Employee for any five of the ten calendar years
                        immediately prior to his termination of employment; if
                        the Employee is on Disability at the time of retirement
                        under the Pension Plan, the annual bonuses considered
                        shall be the five highest annual bonuses payable to the
                        Employee for any five of the ten calendar years
                        immediately prior to the Disability;

               (2)      The benefit actually provided by the Pension Plan under
                        the single life annuity form of payment;

               (3)      The benefit actually provided by any pension or
                        retirement plan provided by a subsidiary or affiliate
                        of the Company located outside the United States by
                        which the executive was employed."

         2.    For purposes of calculating the benefit provided under this
               Agreement, the term "annual bonuses" in Section 1 above shall not
               include any payment made to an Employee pursuant to the Company's
               Mid-Term Incentive Plan.

         3.    In the event of the death of Employee prior to termination of
               employment, the surviving spouse, if any, shall be paid a benefit
               for life equal to 50% of the benefit the Employee would have been
               entitled to under the Plan had he retired on the day before his
               death and had he begun receiving benefits under the 50% joint and
               survivor form of payment immediately before his death. If the
               Employee dies before age 55, the surviving spouse shall be paid a
               benefit commencing on the first of the month following the date
               on which the Employee would have become age 55 in an amount equal
               to 50% of the benefit the Employee would have been entitled to
               under the Plan if he had been age 55 on the day before his death,
               but

                                       2

<Page>


               based on his actual years of service as of his date of death. If
               death occurs after the Employee's retirement, the benefit will be
               based on the form of benefit selected prior to his retirement.

         4.    Notwithstanding anything in this Agreement to the contrary, the
               Committee, with the consent of the Employee, may change the
               manner and time of making the monthly distributions provided in
               Section 1 of this Agreement and may make such distributions in a
               lump sum or any other form of payment which is actuarially
               equivalent to the single life annuity form of payment stipulated
               hereunder. Any such actuarially equivalent benefits shall be
               based on the Employee's actual attained age at the time of the
               calculation. Further, the Committee, in its sole discretion, may
               distribute the actuarially equivalent benefits due hereunder over
               a period certain of up to five (5) years from the date they were
               otherwise to have commenced. The form of payment agreed to
               hereunder need not be the same as the form of payment used for
               distributions from the Pension Plan.

         5.    Nothing contained in the Plan or in this Agreement, and no action
               taken pursuant to the provisions of the Plan or this Agreement,
               shall create or be construed to create a trust of any kind, or a
               fiduciary relationship between the Company and the Employee, his
               designated beneficiary or any other person. Any funds which may
               be invested and any assets which may be held to provide benefits
               under the Plan and this Agreement shall continue for all purposes
               to be a part of the general funds and assets of the Company and
               no person other than the Company shall by virtue of the
               provisions of this Agreement have any interest in such funds and
               assets. To the extent that any person acquires a right to receive
               payments from the Company under this Agreement, such rights shall
               be no greater than the right of any unsecured general creditor of
               the Company.

         6.    The right of the Employee or any other person to the payment of a
               supplemental pension benefit under this Agreement shall be
               nonforfeitable (except as otherwise provided in the Plan) as long
               as the terms and conditions of the Plan and this Agreement are
               satisfied. The payment of benefits shall commence upon the
               retirement of the Employee on or after the attainment of age 55.
               The payment of benefits is conditioned upon the Company's receipt
               of the Employee's application for retirement benefits under the
               Pension Plan.

         7.    The right of the Employee or any other person to the payment of a
               supplemental pension benefit or other benefits under the Plan and
               this Agreement shall not be assigned, transferred, pledged or
               encumbered except by will or by the laws of descent and
               distribution, or except as required by law or judicial order.

         8.    If the Committee shall find that any person to whom any payment
               is payable under the Plan and this Agreement is unable to care
               for his affairs because of illness or accident, or is a minor,
               any payment due (unless a prior claim therefor shall have

                                       3


<Page>


               been made by a duly appointed guardian, committee or other legal
               representative) may be paid to the spouse, a child, a parent, or
               a brother or sister, or to any person deemed by the Committee to
               have incurred expense for such person otherwise entitled to
               payment, in such manner and proportions as the Committee may
               determine. Any such payment shall be a complete discharge of the
               liabilities of the Company under this Agreement.

         9.    The Committee shall have full power and authority to interpret,
               construe and administer this Agreement and the Committee's
               determinations, and any actions taken hereunder, including any
               valuation of the amount, or designation of a recipient, of any
               payment to be made hereunder, shall be binding and conclusive on
               all persons for all purposes. No member of the Committee shall be
               liable to any person for any action taken or omitted in
               connection with the interpretation and administration of this
               Agreement unless attributable to his own willful misconduct or
               lack of good faith.

         10.   This Agreement shall not confer any rights or privileges on the
               Employee greater than those provided under the Plan. This
               Agreement is subject to the terms and provisions of the Plan and,
               in the event of any conflict between the provisions of the Plan
               and this Agreement, the provisions of the Plan shall govern.

         11.   This Agreement shall be binding upon and inure to the benefit of
               the Company, its successors and assigns and the Employee and his
               heirs, executors, administrators and legal representatives.

         12.   This Agreement shall be construed in accordance with and governed
               by the laws of the State of Maryland.

         13.   The terms used in this Agreement shall have the same definition
               as the identical terms used in the Plan.

         14.   (a) This Agreement supersedes any previous agreements between the
                   parties regarding supplemental or executive retirement plan
                   benefits and constitutes the entire agreement between the
                   parties.

               (b) The date of enrollment of the Employee in the Plan
                   is ______________.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Employee has hereunto set his
hand and seal, as of the date

                                       4

<Page>


appearing on page one.


ATTEST:                                     McCORMICK & COMPANY, INCORPORATED


_______________________________             By: ________________________________
Robert W. Skelton                               Robert J. Lawless
Secretary                                       Chairman of the Board, President
                                                & Chief Executive Officer




                                            ________________________________(LS)



                                       5

<Page>


                                                                      EXHIBIT IV


                McCORMICK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                             AGREEMENT (TIER II FN)


         THIS AGREEMENT is made as of the _____ day of _______________, ______,
by and between McCORMICK & COMPANY, INCORPORATED, a corporation organized under
the laws of the State of Maryland (the "Company") and ______________________
(the "Employee").

                                    RECITALS:

         The Board of Directors of the Company has determined that it is
desirable and in the best interests of the Company to adopt a supplemental
retirement plan to facilitate an orderly transition within the ranks of senior
management and to provide for a more equitable retirement benefit for such
individuals consistent with competitive conditions in the marketplace; and

         The Board of Directors has approved and adopted such a plan known as
the "McCormick Supplemental Executive Retirement Plan", as amended, (the "Plan")
for certain senior executives designated by the Compensation or the Executive
Committee of the Board of Directors (the "Committee"); and

         The Board of Directors has authorized the officers of this Company to
do any and all things necessary or desirable to put said Plan in effect; and

         It is both desirable and necessary to include the Employee in said
Plan.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants below set forth, the parties agree as follows:

         1.    In recognition of the Employee's past and future service, the
               Company shall provide a supplemental pension benefit to the
               Employee pursuant to the Plan and this Agreement in an amount
               determined in accordance with Section 4.1(d) of the Plan. The
               benefit provided under Section 4.1(d) of this Agreement shall be
               payable to the Employee only if the Employee (i) at the time of
               his or her retirement is working in the United States for the
               Company or a subsidiary or affiliate of the Company that
               participates in the Pension Plan, and (ii) has worked in the
               United States for at least three years at the Company or at a
               subsidiary or affiliate of the Company that participates in the
               Pension Plan. The benefit shall be equal to the amount described
               in subparagraph (1) minus the amounts described in subparagraphs
               (2) and (3):


<Page>

               "(1)     The  benefit that would have been payable under the
                        Pension Plan under the single life annuity form of
                        payment, including in such calculation all periods of
                        service by the Employee with any subsidiary or affiliate
                        of the Company located outside the United States, but
                        disregarding the limitations of Section 415 of the
                        Internal Revenue Code (the "Code") as implemented in
                        Appendix I of the McCormick Pension Plan (the "Pension
                        Plan") and the limitation of Section 401(a)(17) of the
                        Code as it may be implemented in the Pension Plan, if
                        average monthly earnings had included 90% of 1/12th of
                        the average of the five highest annual bonuses payable
                        to the Employee for any five of the ten calendar years
                        immediately prior to termination of employment; if the
                        Employee is on Disability at the time of retirement
                        under the Pension Plan, the annual bonuses considered
                        shall be the five highest annual bonuses payable to the
                        Employee for any five of the ten calendar years
                        immediately prior to the Disability;

               (2)      The benefit actually provided by the Pension Plan under
                        the single life annuity form of payment;

               (3)      The benefit actually provided by any pension or
                        retirement plan provided by a subsidiary or affiliate
                        of the Company located outside the United States by
                        which the executive was employed."

         2.    For purposes of calculating the benefit provided under this
               Agreement, the term "annual bonuses" in Section 1 above shall not
               include any payment made to an Employee pursuant to the Company's
               Mid-Term Incentive Plan.

         3.    In the event of the death of Employee prior to termination of
               employment, the surviving spouse, if any, shall be paid a benefit
               for life equal to 50% of the benefit the Employee would have been
               entitled to under the Plan had he retired on the day before his
               death and had he begun receiving benefits under the 50% joint and
               survivor form of payment immediately before his death. If the
               Employee dies before age 55, the surviving spouse shall be paid a
               benefit commencing on the first of the month following the date
               on which the Employee would have become age 55 in an amount equal
               to 50% of the benefit the Employee would have been entitled to
               under the Plan if he had been age 55 on the day before his death,
               but based on his actual years of service as of his date of death.
               If death occurs after the Employee's retirement, the benefit will
               be based on the form of benefit selected prior to his retirement.

         4.    Notwithstanding anything in this Agreement to the contrary, the
               Committee, with the consent of the Employee, may change the
               manner and time of making the monthly distributions provided in
               Section 1 of this Agreement and may make such distributions in a
               lump sum or any other form of payment which is actuarially
               equivalent to the single life annuity form of payment stipulated
               hereunder. Any such actuarially equivalent benefits shall be
               based on the Employee's actual

                                       2

<Page>

               attained age at the time of the calculation. Further, the
               Committee, in its sole discretion, may distribute the actuarially
               equivalent benefits due hereunder over a period certain of up to
               five (5) years from the date they were otherwise to have
               commenced. The form of payment agreed to hereunder need not be
               the same as the form of payment used for distributions from the
               Pension Plan.

         5.    Nothing contained in the Plan or in this Agreement, and no action
               taken pursuant to the provisions of the Plan or this Agreement,
               shall create or be construed to create a trust of any kind, or a
               fiduciary relationship between the Company and the Employee, his
               designated beneficiary or any other person. Any funds which may
               be invested and any assets which may be held to provide benefits
               under the Plan and this Agreement shall continue for all purposes
               to be a part of the general funds and assets of the Company and
               no person other than the Company shall by virtue of the
               provisions of this Agreement have any interest in such funds and
               assets. To the extent that any person acquires a right to receive
               payments from the Company under this Agreement, such rights shall
               be no greater than the right of any unsecured general creditor of
               the Company.

         6.    The right of the Employee or any other person to the payment of a
               supplemental pension benefit under this Agreement shall be
               nonforfeitable (except as otherwise provided in the Plan) as long
               as the terms and conditions of the Plan and this Agreement are
               satisfied. The payment of benefits shall commence upon the
               retirement of the Employee on or after the attainment of age 55.
               The payment of benefits is conditioned upon the Company's receipt
               of the Employee's application for retirement benefits under the
               Pension Plan.

         7.    The right of the Employee or any other person to the payment of a
               supplemental pension benefit or other benefits under the Plan and
               this Agreement shall not be assigned, transferred, pledged or
               encumbered except by will or by the laws of descent and
               distribution, or except as required by law or judicial order.

         8.    If the Committee shall find that any person to whom any payment
               is payable under the Plan and this Agreement is unable to care
               for his affairs because of illness or accident, or is a minor,
               any payment due (unless a prior claim therefor shall have been
               made by a duly appointed guardian, committee or other legal
               representative) may be paid to the spouse, a child, a parent, or
               a brother or sister, or to any person deemed by the Committee to
               have incurred expense for such person otherwise entitled to
               payment, in such manner and proportions as the Committee may
               determine. Any such payment shall be a complete discharge of the
               liabilities of the Company under this Agreement.

         9.    The Committee shall have full power and authority to interpret,
               construe and administer this Agreement and the Committee's
               determinations, and any actions taken hereunder, including any
               valuation of the amount, or designation of a recipient, of any
               payment to be made hereunder, shall be binding and conclusive

                                       3

<Page>


               on all persons for all purposes. No member of the Committee shall
               be liable to any person for any action taken or omitted in
               connection with the interpretation and administration of this
               Agreement unless attributable to his own willful misconduct or
               lack of good faith.

         10.   This Agreement shall not confer any rights or privileges on the
               Employee greater than those provided under the Plan. This
               Agreement is subject to the terms and provisions of the Plan and,
               in the event of any conflict between the provisions of the Plan
               and this Agreement, the provisions of the Plan shall govern.

         11.   This Agreement shall be binding upon and inure to the benefit of
               the Company, its successors and assigns and the Employee and his
               heirs, executors, administrators and legal representatives.

         12.   This Agreement shall be construed in accordance with and governed
               by the laws of the State of Maryland.

         13.   The terms used in this Agreement shall have the same definition
               as the identical terms used in the Plan.

         14.   (a) This Agreement supersedes any previous agreements between the
                   parties regarding supplemental or executive retirement plan
                   benefits and constitutes the entire agreement between the
                   parties.

               (b) The date of enrollment of the Employee in the Plan
                   is ______________.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Employee has hereunto set his
hand and seal, as of the date appearing on page one.


ATTEST:                                     McCORMICK & COMPANY, INCORPORATED


_______________________________             By: ________________________________
Robert W. Skelton                               Robert J. Lawless
Secretary                                       Chairman of the Board, President
                                                & Chief Executive Officer




                                            ________________________________(LS)


                                       4

<Page>


                                                                       EXHIBIT V



                McCORMICK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                              AGREEMENT(TIER III)


         THIS AGREEMENT is made as of the ____ day of __________, ____, by and
between McCORMICK & COMPANY, INCORPORATED, a corporation organized under the
laws of the State of Maryland (the "Company") and ________________ (the
"Employee").

                                    RECITALS:

         The Board of Directors of the Company has determined that it is
desirable and in the best interests of the Company to adopt a supplemental
retirement plan to facilitate an orderly transition within the ranks of senior
management and to provide for a more equitable retirement benefit for such
individuals consistent with competitive conditions in the marketplace; and

         The Board of Directors has approved and adopted such a plan known as
the McCormick Supplemental Executive Retirement Plan, as amended, (the "Plan")
for certain senior executives designated by the Compensation or the Executive
Committee of the Board of Directors (the "Committee"); and

         The Board of Directors has authorized the officers of this Company to
do any and all things necessary or desirable to put said Plan in effect; and

         It is both desirable and necessary to include the Employee in said
Plan.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants below set forth, the parties agree as follows:

         1.    In recognition of the Employee's past and future service, the
               Company shall provide a supplemental pension benefit to the
               Employee pursuant to the Plan and this Agreement in an amount
               determined in accordance with Section 4.1(e) of the Plan. Section
               4.1(e) of the Plan provides that the supplemental pension benefit
               shall be equal to the amount described in subparagraph (1) minus
               the amount described in subparagraph (2) as follows:

               "(1)     The benefit that would have been payable under the
                        Pension Plan under the single life annuity form of
                        payment, disregarding the limitations of Section 415
                        of the Internal Revenue Code (the"Code") as implemented
                        in Appendix I of the McCormick Pension Plan (the
                        "Pension Plan") an the limitation of Section 401(a)(17)
                        of the Code as it may be implemented in the Pension
                        Plan;

<Page>


               (2)      The benefit actually provided by the Pension Plan
                        under the single life annuity form of payment."

         3.    In the event of the death of Employee prior to termination of
               employment, the surviving spouse, if any, shall be paid a benefit
               for life equal to 50% of the benefit the Employee would have been
               entitled to under the Plan had he retired on the day before his
               death and had he begun receiving benefits under the 50% joint and
               survivor form of payment immediately before his death. If the
               Employee dies before age 55, the surviving spouse shall be paid a
               benefit commencing on the first of the month following the date
               on which the Employee would have become age 55 in an amount equal
               to 50% of the benefit the Employee would have been entitled to
               under the Plan if he had been age 55 on the day before his death,
               but based on his actual years of service as of his date of death.
               If death occurs after the Employee's retirement, the benefit will
               be based on the form of benefit selected prior to his retirement.

         4.    Notwithstanding anything in this Agreement to the contrary, the
               Committee, with the consent of the Employee, may change the
               manner and time of making the monthly distributions provided in
               Section 1 of this Agreement and may make such distributions in a
               lump sum or any other form of payment which is actuarially
               equivalent to the single life annuity form of payment stipulated
               hereunder. Any such actuarially equivalent benefits shall be
               based on the Employee's actual attained age at the time of the
               calculation. Further, the Committee, in its sole discretion, may
               distribute the actuarially equivalent benefits due hereunder over
               a period certain of up to five (5) years from the date they were
               otherwise to have commenced. The form of payment agreed to
               hereunder need not be the same as the form of payment used for
               distributions from the Pension Plan.

         5.    Nothing contained in the Plan or in this Agreement, and no action
               taken pursuant to the provisions of the Plan or this Agreement,
               shall create or be construed to create a trust of any kind, or a
               fiduciary relationship between the Company and the Employee, his
               designated beneficiary or any other person. Any funds which may
               be invested and any assets which may be held to provide benefits
               under the Plan and this Agreement shall continue for all purposes
               to be a part of the general funds and assets of the Company and
               no person other than the Company shall by virtue of the
               provisions of this Agreement have any interest in such funds and
               assets. To the extent that any person acquires a right to receive
               payments from the Company under this Agreement, such rights shall
               be no greater than the right of any unsecured general creditor of
               the Company.

         6.    The right of the Employee or any other person to the payment of a
               supplemental pension benefit under this Agreement shall be
               nonforfeitable (except as otherwise provided in the Plan) as long
               as the terms and conditions of the Plan and this Agreement are
               satisfied. The payment of benefits shall commence upon the
               retirement of the Employee on or after the attainment age of 55.
               The payment of

                                       2

<Page>


               benefits is conditioned upon the Company's receipt of the
               Employee's application for retirement benefits under the Pension
               Plan.

         7.    The right of the Employee or any other person to the payment of a
               supplemental pension benefit or other benefits under the Plan and
               this Agreement shall not be assigned, transferred, pledged or
               encumbered except by will or by the laws of descent and
               distribution, or except as required by law or judicial order.

         8.    If the Committee shall find that any person to whom any payment
               is payable under the Plan and this Agreement is unable to care
               for his affairs because of illness or accident, or is a minor,
               any payment due (unless a prior claim therefor shall have been
               made by a duly appointed guardian, committee or other legal
               representative) may be paid to the spouse, a child, a parent, or
               a brother or sister, or to any person deemed by the Committee to
               have incurred expense for such person otherwise entitled to
               payment, in such manner and proportions as the Committee may
               determine. Any such payment shall be a complete discharge of the
               liabilities of the Company under this Agreement.

         9.    The Committee shall have full power and authority to interpret,
               construe and administer this Agreement and the Committee's
               determinations, and any actions taken hereunder, including any
               valuation of the amount, or designation of a recipient, of any
               payment to be made hereunder, shall be binding and conclusive on
               all persons for all purposes. No member of the Committee shall be
               liable to any person for any action taken or omitted in
               connection with the interpretation and administration of this
               Agreement unless attributable to his own willful misconduct or
               lack of good faith.

         10.   This Agreement shall not confer any rights or privileges on the
               Employee greater than those provided under the Plan. This
               Agreement is subject to the terms and provisions of the Plan and,
               in the event of any conflict between the provisions of the Plan
               and this Agreement, the provisions of the Plan shall govern.

         11.   This Agreement shall be binding upon and inure to the benefit of
               the Company, its successors and assigns and the Employee and his
               heirs, executors, administrators and legal representatives.

         12.   This Agreement shall be construed in accordance with and governed
               by the laws of the State of Maryland.

         13.   The terms used in this Agreement shall have the same definition
               as the identical terms used in the Plan.

         14.   (a) This Agreement supersedes any previous agreements between the
                   parties regarding supplemental or executive retirement plan
                   benefits and constitutes the entire agreement between the
                   parties.

                                       3

<Page>


               (b) The date of enrollment of the Employee in the Plan
                   is _____________.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers, and the Employee has hereunto set his
hand and seal, as of the date appearing on page one.


ATTEST:                                     McCORMICK & COMPANY, INCORPORATED


_______________________________             By: ________________________________
Robert W. Skelton                               Robert J. Lawless
Secretary                                       Chairman of the Board, President
                                                & Chief Executive Officer




                                             _______________________________(LS)





                                       4