EX-4.5



 Exhibit 4.5 

CUSIP / ISIN NO. 579780AP2 / US579780AP26 
 REGISTERED 

PRINCIPAL AMOUNT U.S.$ 
 No.

McCORMICK & COMPANY, INCORPORATED 

U.S.$ 4.200% NOTES DUE 2047 
 If
the registered owner of this Security (as indicated below) is The Depository Trust Company (the “Depository”) or a nominee of the Depository, this Security is a Global Security and the following two legends apply: 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

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

IF APPLICABLE, THE “TOTAL AMOUNT OF OID”, “YIELD TO MATURITY” AND “INITIAL ACCRUAL PERIOD OID” (COMPUTED UNDER THE APPROXIMATE
METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”) RULES. 
  

			
	ISSUE PRICE:	  	OPTION TO ELECT REPAYMENT:
		  	☐  YES    ☒  NO
		
	ORIGINAL ISSUE DATE: August 11, 2017	  	OPTIONAL AT ANY TIME REPAYMENT DATES:
		
	STATED MATURITY DATE: August 15, 2047	  	MINIMUM DENOMINATION:
		  	 ☐  $1,000

☒  Other: $2,000

		
	 SPECIFIED CURRENCY:
 United States Dollars:

☒  YES    ☐  NO
	  	 ADDITIONAL AMOUNTS:
  

DEFEASANCE:    ☒  YES    ☐  NO

		
	Foreign Currency:	  	COVENANT DEFEASANCE:
		  	☒  YES    ☐  NO
		
	EXCHANGE RATE AGENT:	  	TOTAL AMOUNT OF OID:
		
	 OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS:    ☐  YES

☒  NO
	  	YIELD TO MATURITY: 4.224%
		
		  	INITIAL ACCRUAL PERIOD OID:









			
		
	INTEREST RATE: 4.200%	  	SINKING FUND: None
		
	PRINCIPAL FINANCIAL CENTER:	  	
		
	INTEREST PAYMENT DATES
FEBRUARY 15 AND AUGUST 15	  	
		
	REGULAR RECORD DATES
FEBRUARY 1 AND AUGUST 1	  	
		
	OPTIONAL REDEMPTION:     ☒  YES    ☐  NO	  	
		
	INITIAL REDEMPTION DATE:	  	
		
	INITIAL REDEMPTION PERCENTAGE:	  	
		
	ANNUAL REDEMPTION PERCENTAGE REDUCTION:	  	

 OTHER/DIFFERENT PROVISIONS: 

McCORMICK & COMPANY, INCORPORATED, a Maryland corporation (herein referred to as the “Company”, which term includes any
successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $         on the Stated
Maturity Date shown above (except to the extent redeemed or repaid prior to the Stated Maturity Date) and to pay interest, if any, thereon at the Interest Rate shown above from the Original Issue Date shown above or from the most recent Interest
Payment Date to which interest, if any, has been paid or duly provided for, semiannually on February 15 and August 15 of each year (each, an “Interest Payment Date”) until the principal hereof is paid or made available for
payment and on the Stated Maturity Date, any Redemption Date or Repayment Date (such terms are together hereinafter referred to as the “Maturity Date” with respect to the principal repayable on such date); provided, however, that any
payment of principal (or premium, if any) or interest, if any, to be made on any Interest Payment Date or on the Maturity Date that is not a Business Day (as defined below) shall be made on the next succeeding Business Day with the same force and
effect as if made on such Interest Payment Date or the Maturity Date, as the case may be, and no additional interest, if any, shall accrue on the amount so payable as a result of such delayed payment. For purposes of this Security, unless otherwise
specified on the face hereof, “Business Day” means any day that is not a Saturday or Sunday and that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close
in The City of New York; provided, however, that, if the Specified Currency shown above is a foreign currency, such day is also not a day on which commercial banks are authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the Specified Currency (or, if the Specified Currency is the euro, such day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET2) system is open). “Principal Financial Center” means the capital city of the country issuing the Specified Currency except that with respect to United States dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch
guilders, South African rand and Swiss francs, the “Principal Financial Center” shall be The City of New York, Sydney and (solely in the case of the Specified Currency) Melbourne, Toronto, Frankfurt, Amsterdam, Johannesburg and Zurich,
respectively. 
 Any interest hereon will accrue from, and including, the immediately preceding Interest Payment Date in respect of which
interest, if any, has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the succeeding Interest Payment Date or the Maturity Date, as the case may
be. The interest, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture and subject to certain exceptions described herein (referred to on the reverse hereof), be paid to the
person (the “Holder”) in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the February 1 and August 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date (unless other Regular Record Dates are specified on the face hereof) (each, a “Regular Record Date”); provided, however, that, if this Security was issued between a Regular Record Date and the initial Interest
Payment Date relating to such Regular Record Date, interest, if any, for the period beginning on the Original Issue Date and ending on such initial Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding


  
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Regular Record Date to the Holder hereof on such next succeeding Regular Record Date; and provided further that interest, if any, payable on the Maturity Date will be payable to the person to
whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided for on any Interest Payment Date other than the Maturity Date (“Defaulted Interest”) will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a special record date (the “Special Record Date”) for the payment
of such Defaulted Interest to be fixed by the Trustee (referred to on the reverse hereof), notice whereof shall be given to the Holder of this Security not less than ten days prior to such Special Record Date, or may be paid at any time in any other
lawful manner, all as more fully provided in the Indenture. 
 Unless otherwise specified above, all payments in respect of this Security
will be made in U.S. dollars regardless of the Specified Currency shown above unless the Holder hereof makes the election described below. If the Specified Currency shown above is other than U.S. dollars, the Exchange Rate Agent (referred to on the
reverse hereof) will arrange to convert any such amounts so payable in respect hereof into U.S. dollars in the manner described on the reverse hereof; provided, however, that the Holder hereof may, if so indicated above, elect to receive all or any
specified portion of any payment of principal, premium, if any, and/or interest, if any, in respect of this Security in such Specified Currency by delivery of a written request to the corporate trust office of the Trustee in St. Paul, Minnesota,
currently the office of the Trustee located at U.S. Bank, Global Corporate Trust Services, 111 Fillmore Avenue E, St. Paul, Minnesota 55107, or at such other office as the Company may determine, on or prior to the applicable Regular Record Date or
at least fifteen days prior to the Maturity Date, as the case may be. Such request may be in writing (mailed or hand delivered) or by electronic mail or other form of facsimile transmission. The Holder hereof may elect to receive payment in such
Specified Currency for all principal, premium, if any, and interest payments, if any, and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of
any such revocation must be received by the Trustee on or prior to the applicable Regular Record Date or at least fifteen days prior to the Maturity Date, as the case may be. 

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

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

Until this Security is paid in full or payment therefor in full is duly provided for, the Company will at all times maintain a Paying Agent
(which Paying Agent may be the Trustee) in St. Paul, Minnesota, currently the office of the Trustee located at U.S. Bank, Global Corporate Trust Services, 111 Fillmore Avenue E, St. Paul, Minnesota 55107, or at such other office as the Company may
determine (which, unless otherwise specified above, shall be the “Place of Payment”). The Company has initially appointed U.S. Bank National Association, at its office in St. Paul, Minnesota, currently the office of the Trustee located at
U.S. Bank, Global Corporate Trust Services, 111 Fillmore Avenue E, St. Paul, Minnesota 55107, or at such other office as the Company may determine as Paying Agent. 

Unless otherwise shown above, payment of interest on this Security (other than on the Maturity Date) will be made by check mailed to the
registered address of the Holder hereof as of the Regular Record Date; provided, however, that, if (i) the Specified Currency is U.S. dollars and this is a Global Security (as defined on the reverse hereof) or (ii) the Specified Currency
is a Foreign Currency, and the Holder has elected to receive payments in such Specified Currency as provided for above, such interest payments will be made by transfer of immediately available funds, but only if appropriate wire transfer
instructions have been received in writing by the Trustee on or prior to the applicable Regular Record Date. Simultaneously with any election by the Holder hereof to receive payments in respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder may provide appropriate wire transfer instructions to the Trustee, and all such payments will be made in immediately available funds to an account maintained by the payee with a bank, but only if such bank has appropriate
facilities therefor. Unless otherwise specified above, the principal hereof (and premium, if any) and interest, if any, hereon payable on the Maturity Date will be paid in immediately available funds upon surrender of this Security at the office of
the Trustee maintained for that purpose in St. Paul, Minnesota, currently the office of the Trustee located at U.S. Bank, Global Corporate Trust Services, 111 Fillmore Avenue E, St. Paul, Minnesota 55107, or at such other


  
 3 








 
office as the Company may determine. The Company will pay any administrative costs imposed by banks in making payments in immediately available funds but, except as otherwise provided under
Additional Amounts above, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Securities in respect of which such payments are made. 

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

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. 
 Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

[Signature page follows] 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
facsimile corporate seal. 
  

					
		 	McCORMICK & COMPANY, INCORPORATED
			
		 	By:	 	  

		 	Name:	 	Michael R. Smith
		 	Title:	 	Executive Vice President & Chief Financial Officer
			
		 	By:	 	  

		 	Name:	 	Robert P. Conrad
		 	Title:	 	Vice President and Treasurer

  

							
	Attest:	 	  
	  	
		 	Name:	 	Jeffery D. Schwartz	  	
		 	Title:	 	Vice President, General Counsel & Secretary	  	

 Dated: August 11, 2017 

[Signature page to Note] 







 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

 

					
		 	This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture
		
		 	 U.S. Bank National Association,

    as Trustee

			
		 	By:	 	  

		 		 	Authorized Signatory

 Dated: August 11, 2017 

  
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 McCORMICK & COMPANY, INCORPORATED 

U.S. $300,000,000 4.200% NOTE DUE 2047 

Section 1. General. This Security is one of a duly authorized issue of securities (herein called the “Securities”) of the
Company, issued and to be issued in one or more series under that certain Indenture, dated as of July 8, 2011, as it may be supplemented from time to time (herein called the “Indenture”), between the Company and U.S. Bank National
Association, Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture with respect to a series of which this Security is a part), to which Indenture and all indentures supplemental thereto,
reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. 
 Section 2. Payments. If the Specified Currency is other than U.S. dollars and the Holder hereof fails
to elect payment in such Specified Currency in accordance with the procedures set forth on the face hereof, the amount of U.S. dollar payments to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face hereof or
a successor thereto (the “Exchange Rate Agent”) based on the highest bid quotation in The City of New York at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date received by
the Exchange Rate Agent from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for
U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all holders of Securities scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If
three such bid quotations are not available, payments will be made in the Specified Currency. 
 If the Specified Currency is other than
U.S. dollars and the Holder hereof has elected payment in such Specified Currency in accordance with the procedures set forth on the face hereof and the Specified Currency is not available due to the imposition of exchange controls or to other
circumstances beyond the Company’s control, the Company will be entitled to satisfy its obligations to the Holder of this Security by making such payment in U.S. dollars on the basis of the noon buying rate in The City of New York for wire
transfers of such Specified Currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York (the “Market Exchange Rate”) as computed by the Exchange Rate Agent on the
second Business Day prior to the applicable payment date or, if the Market Exchange Rate is then not available, on the basis of the most recently available Market Exchange Rate or as otherwise indicated above. Any payment made under such
circumstances in U.S. dollars where the required payment is in a Specified Currency will not constitute a default under the Indenture. 

All determinations referred to above made by the Exchange Rate Agent shall be at its sole discretion (except to the extent expressly provided
that any determination is subject to approval by the Company) and, in the absence of manifest error, shall be conclusive for all purposes and binding on the Holder of this Security, and the Exchange Rate Agent shall have no liability therefor. 

All currency exchange costs will be borne by the Company. 

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

Section 3. Optional Redemption. If so specified on the face hereof, at any time prior to February 15, 2047 (the date that is six
months prior to their maturity date), the Company may at its option redeem this Security in whole or from time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the Minimum
Denomination specified on the face hereof) at a Redemption Price equal to the greater of (i) 100% of the principal amount hereof and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon
to the Par Call Date, as defined below, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis
points, plus, in either case, accrued and unpaid interest thereon to the Redemption Date. At any time on or after February 15, 2047 (the date that is six months prior to their maturity date) (the “Par Call Date”), this Security may be
redeemed, in whole or in part, at any time and from time to time, at the option of the Company at a redemption price equal to 100% of the principal amount hereof plus accrued interest to the date of redemption which has not been paid. The Company
may exercise its redemption options by causing the Trustee to mail a notice of such redemption at least 30 but not more than 60 days prior to the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities
for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than all of the Securities with like tenor and terms to this Security are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and appropriate. However, if less than all the Securities of the series with differing tenor and terms to this Security are to be redeemed, then the Company in its sole discretion
shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to the relevant Redemption Date. 

  
 7 








 For purposes of the foregoing: 

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

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term of the notes to be redeemed (assuming the notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such notes. 
 “Independent
Investment Banker” means any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc. or Wells Fargo Securities, LLC or any of their respective successors, or if any
such firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee after consultation with us. 

“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

 “Reference Treasury Dealer” means each of (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated; (2) Credit
Suisse Securities (USA) LLC; (3) Wells Fargo Securities, LLC; (4) a Primary Treasury Dealer selected by SunTrust Robinson Humphrey, Inc., and their respective successors and affiliates and (5) one other primary U.S. Government
securities dealer in The City of New York (a “Primary Treasury Dealer”); provided, however, that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, we shall substitute therefor another Primary Treasury
Dealer. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00
p.m., New York time, on the third business day preceding such Redemption Date. 
 Section 4. Special Mandatory Redemption. If the
closing of the Acquisition has not occurred on or prior to (i) April 18, 2018, or (ii) if, prior to such date, the Acquisition Agreement is terminated (each, a “special mandatory redemption event”), the Company will be
obligated to redeem this Security on the special mandatory redemption date (as defined below) at a redemption price (the “special mandatory redemption price”) equal to 101% of the aggregate principal amount of this Security, plus accrued
and unpaid interest to, but not including, the special mandatory redemption date. Upon the occurrence of a special mandatory redemption event, the Company will promptly (but in no event later than 5 business days following such special mandatory
redemption event) cause notice to be delivered electronically or mailed, with a copy to the Trustee, to each Holder at its registered address (such date of notification to the Holders, the “special mandatory redemption notice date”). The
notice will inform Holders that the Securities of this series will be redeemed on the redemption date set forth in such notice, which will be no earlier than 3 business days and no later than 30 days from the special mandatory redemption notice date
(such date, the “special mandatory redemption date”), and that all of the outstanding Securities of this series will be redeemed at the special mandatory redemption price on the special mandatory redemption date automatically and without
any further action by the Holders of the Securities. At or prior to 12:00 p.m., New York City time, on the business day immediately preceding the special mandatory redemption date, we will deposit with the Trustee funds sufficient to pay the special
mandatory redemption price for the Securities. If such deposit is made as provided above, the Securities will cease to bear interest on and after the special mandatory redemption date. 

  
 8 








 Upon the occurrence of the closing of the Acquisition, the foregoing provisions regarding the
Special Mandatory Redemption will cease to apply. 
 Section 5. Special Optional Redemption. We will have the right to redeem this
Security, in whole but not in part, at any time before April 18, 2018, at a redemption price (the “special optional redemption price”) equal to 101% of the aggregate principal amount of this Security being redeemed, plus accrued and
unpaid interest on the aggregate principal amount of this Security being redeemed to, but excluding, the date of such redemption, if we determine, in our judgment, the Acquisition will not be consummated on or before April 18, 2018. If we
exercise the special optional redemption right, we will cause notice to be delivered electronically or mailed, with a copy to the Trustee, to each Holder at its registered address (such date of notification to the Holders, the “special optional
redemption notice date”). The notice will inform Holders that the Securities of this series will be redeemed on the redemption date set forth in such notice, which will be no earlier than 3 business days and no later than 30 days from the
special optional redemption notice date (such date, the “special optional redemption date”), and that all of the outstanding Securities of this series will be redeemed at the special optional redemption price on the special optional
redemption date automatically and without any further action by the Holders of the Securities. At or prior to 12:00 p.m., New York City time, on the business day immediately preceding the special optional redemption date, we will deposit with the
Trustee funds sufficient to pay the special optional redemption price for the Securities. If such deposit is made as provided above, the Securities will cease to bear interest on and after the special optional redemption date. 

Upon the occurrence of the closing of the Acquisition, the foregoing provisions regarding the Special Optional Redemption will cease to apply.

 For purposes of Section 4 and Section 5: 

“Acquisition” means the acquisition by the Company of 100% of the outstanding equity interests of (i) The French’s Food
Company LLC, a Delaware limited liability company, (ii) The French’s Food Company, Inc., a Canadian corporation, (iii) The R.T. French’s Food Company Limited, a private limited company incorporated in England and Wales and
(iv) Tiger’s Milk LLC, a Delaware limited liability company, pursuant to the Acquisition Agreement. 
 “Acquisition
Agreement” means the Stock Purchase Agreement, dated July 18, 2017, by and among the Company, The R.T. French’s Food Group Limited, Reckitt Benckiser LLC, a Delaware limited liability company, and Reckitt Benckiser Group plc. 

Section 6. Repayment. If so specified on the face hereof, this Security shall be repayable prior to the Stated Maturity Date at the
option of the Holder on each applicable Optional Repayment Date shown on the face hereof at a repayment price equal to 100% of the principal amount to be repaid, together with accrued interest, if any, to the Repayment Date. In order for this
Security to be repaid, the Trustee must receive at least 30 but not more than 45 days prior to an Optional Repayment Date, this Security with the form attached hereto entitled “Option to Elect Repayment” duly completed. Any tender of this
Security for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Security in whole or in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the
Minimum Denomination specified on the face hereof). Upon any partial repayment, this Security shall be canceled and a new Security or Securities for the remaining principal amount hereof shall be issued in the name of the Holder of this Security.

 Section 7. Change of Control Redemption. If a Change of Control Triggering Event, as defined below, occurs, each Holder of this
Security will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of this Security pursuant to the offer described below (the “Change of Control Offer”)
on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of this Security repurchased plus accrued and unpaid interest, if any, on the
Security repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company will send notice of such Change of Control Offer (the “Change of Control
Offer Notice”) by first-class mail, with a copy to the Trustee, to each Holder of this Security to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of The Depository Trust Company (the
“Depositary”) with a copy to the Trustee, with the following information: (a) that the Change of Control Offer is being made pursuant to the provisions of the Indenture and that each Security properly tendered pursuant to such Change
of Control Offer will be accepted for payment by the Company; (b) the date of the Change of Control Triggering Event; (c) the date, which will be no earlier than 30 days and no later than 60 days after the date the Change of Control Offer
Notice is mailed, by which the Company must purchase the Security (the “Change of Control Payment Date”); (d) the price that the Company must pay for the Security the Company is obligated to purchase; (e) the name and address of
the Trustee; (f) that any Security not 

  
 9 








 
properly tendered will remain outstanding and continue to accrue interest; (g) that unless the Company defaults in the payment of the Change of Control Payment, each Security accepted for
payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (h) the procedures for surrendering the Security for payment; and (i) the procedures by which a Holder may withdraw such a
tender after it is given. 
 The Company must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of this Security as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or
regulations conflict with the Change of Control provisions of this Security, the Company will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of
Control provisions of this Security by virtue of such conflicts. 
 On the Change of Control Payment Date, the Company will be required, to
the extent lawful, to: (a) accept for payment all or a part of this Security properly tendered pursuant to the Change of Control Offer; (b) deposit with the Trustee or a paying agent an amount equal to the Change of Control Payment in
respect of all or the part of this Security properly tendered; and (c) deliver or cause to be delivered to the Trustee each Security properly accepted. 

For purposes of the foregoing: 

“Below Investment Grade Rating Event” means this Security is rated below an Investment Grade Rating by each of the Rating Agencies
on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so
long as the rating of this Security is under publicly announced consideration for possible downgrade by either of the Rating Agencies). 

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any person (as such term is
used in Section 13(d) of the Exchange Act) other than the Company or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as
such term is used in Section 13(d) of the Exchange Act) becomes the beneficial owner (subject to the exclusions from beneficial ownership as set forth in the Company’s Restatement of Charter (“Charter’)), directly or indirectly,
of more than 50% of the combined voting power of all of the Company’s capital stock after giving effect to the automatic conversion of Common Stock Non-Voting into Common Stock as provided in the Company’s Charter; or (3) the first
day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors. 
 “Change of Control
Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. 
 “Continuing
Directors” means, as of any date of determination, any member of the Company’s Board of Directors who (1) was a member of such Board of Directors on the date of the issuance of this Security; or (2) was nominated for election or
elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the Company’s
proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination). 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the
equivalent) by S&P. 
 “Moody’s” means Moody’s Investors Service, Inc. 

“Rating Agencies” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate
this Security or fails to make a rating of this Security publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the
Exchange Act, selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be. 

“S&P” means Standard and Poor’s Ratings Services, a division of McGraw Hill Financial, Inc. 

Under a recent Delaware Chancery Court interpretation of the foregoing definition of “Continuing Directors,” a board of directors
may approve for purposes of such definition, a slate of shareholder-nominated directors without endorsing them, while simultaneously recommending and endorsing its own slate. This interpretation permits the Company’s Board of Directors to
approve a slate of directors that includes a majority of dissident directors nominated pursuant to a proxy contest and the ultimate election of such dissident slate would not constitute a “Change of Control” that would trigger the
holder’s right to require the Company to repurchase its notes as described above. 

  
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 Section 8. Discount Securities. If this Security (such a Security being referred to as a
“Discount Security”) (a) has been issued at an Original Issue Price lower, by more than a de minimis amount (as determined under United States federal income tax rules applicable to original issue discount instruments), than the
stated redemption price at maturity (as defined below) hereof and (b) would be considered an original issue discount security for United States federal income tax purposes, then the amount payable on this Security in the event of redemption by
the Company, repayment at the option of the Holder or acceleration of the maturity hereof, in lieu of the principal amount due at the Stated Maturity Date hereof, shall be the Amortized Face Amount (as defined below) of this Security as of the date
of such redemption, repayment or acceleration. The “Amortized Face Amount” of this Security shall be the amount equal to the sum of (a) the Issue Price (as set forth on the face hereof) plus (b) the aggregate of the portions of
the original issue discount (the excess of the amounts considered as part of the “stated redemption price at maturity” of this Security within the meaning of Section 1273(a)(2) of the Internal Revenue Code of 1986, as amended
(the “Code”), whether denominated as principal or interest, over the Issue Price of this Security) which shall theretofore have accrued pursuant to Section 1272 of the Code (without regard to Section 1272(a)(7) of the Code)
from the date of issue of this Security to the date of determination, minus (c) any amount considered as part of the “stated redemption price at maturity” of this Security which has been paid on this Security from the date of issue to
the date of determination. 
 Section 9. Modification and Waivers; Obligation of the Company Absolute. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series. Such amendment may be effected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of Outstanding Securities of each series affected thereby. The Indenture also contains provisions permitting the Holders of not less
than a majority in principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Outstanding Securities of such series, to waive compliance by the Company with certain provisions of the Indenture. Provisions in the
Indenture also permit the Holders of not less than a majority in principal amount of all Outstanding Securities of any series to waive on behalf of all of the Holders of Securities of such series certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Security and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 The Securities are unsecured and rank pari
passu with all other unsecured and unsubordinated indebtedness of the Company. 
 No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, if any, on this Security at the times, place and rate, and in the
Specified Currency herein prescribed, except as set forth in Section 2 hereof. 
 Section 10. Defeasance and Covenant Defeasance.
The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related defaults and Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to this Security, unless otherwise specified on the face hereof. 

Section 11. Minimum Denomination; Authorized Denominations. Unless otherwise provided on the face hereof, this Security is issuable only
in registered form without coupons in denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000. If this Security is denominated in a Specified Currency other than U.S. dollars or is a Discount Security, this
Security shall be issuable in the denominations set forth on the face hereof. 
 Section 12. Registration of Transfer. As provided in
the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Security is registrable in the Security Register upon surrender of this Security for registration of transfer at a Place of Payment for the series of
Securities of which this Security forms a part, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series, of like authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

If the registered owner of this Security is the Depository (such a Security being referred to as a “Global Security”), and
(i) the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed by the Company within 90 days following notice to the Company or (ii) an Event of Default occurs, the Company will
issue Securities in certificated form in exchange for this Global Security. In addition, the Company may at any time, and in its sole discretion, determine not to have 

  
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Securities represented by a Global Security and, in such event, will issue Securities in certificated form in exchange in whole for this Global Security. In any exchange pursuant to this
paragraph, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of this series in exchange for this Global Security, will authenticate and deliver individual
Securities of this series in certificated form in an aggregate principal amount equal to the principal amount of this Global Security in exchange herefor. Securities issued in exchange for this Global Security pursuant to this paragraph shall be
registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in this Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests. For purposes of the Indenture, this Global Security constitutes a Security issued in permanent global form. Securities so issued in certificated form will be issued in denominations of $2,000 (or such
other denomination as shall be specified on the face hereof) or any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form only, without coupons. 

As provided in the Indenture and subject to certain limitations therein and herein set forth, this Security is exchangeable for a like
aggregate principal amount of Securities of this series of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Security be overdue, and none of the Company, the Trustee nor any such agent shall be
affected by notice to the contrary. 
 Section 13. Events of Default. If an Event of Default with respect to the Securities of the
series of which this Security forms a part shall have occurred and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture. 

Section 14. Defined Terms. All terms used in this Security which are defined in the Indenture and are not otherwise defined herein shall
have the meanings assigned to them in the Indenture. 
 Section 15. Governing Law. Unless otherwise specified on the face hereof, this
Security shall be governed by and construed in accordance with the law of the State of New York. 

*    *    *    *    * 

  
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 ABBREVIATIONS 

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

					
	TEN COM	  	–	  	as tenants in common
	TEN ENT	  	–	  	as tenants by the entireties
	JT TEN	  	–	  	as joint tenants with right of survivorship and not as tenants in common
			
	UNIF GIFT MIN ACT	  	–	  	 CUSTODIAN

		  		  	
(Cust.)                       
                 (Minor)
  

UNDER UNIFORM GIFTS TO MINORS ACT

		  		  	(State)

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

 
  

FOR VALUE RECEIVED, the undersigned 

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

			
	 PLEASE INSERT SOCIAL SECURITY OR

OTHER
 IDENTIFYING NUMBER OF
ASSIGNEE
  
	  	

  
  

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

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

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

 

			
	SIGNATURE GUARANTEED:	  	                                     
                                   
		  	  
  

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



  
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