<PAGE>

                                                                     Exhibit 4.2

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

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

                        McCORMICK & COMPANY, INCORPORATED
                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

<TABLE>
<CAPTION>

REGISTERED                                                                        CUSIP No.: 57978X AA 3
No. FXR - 001
<S>                                                          <C>
Aggregate Principal Amount:  $150,000,000                          Optional Redemption:  /X/  Yes    / /  No
                                                                    -      Initial Redemption Date:  *
Interest Rate:  6.40%                                               -      Initial Redemption Percentage:
                                                                    -      Annual Redemption Percentage Reduction:
Original Issue Date: January 31, 2001
                                                                   Optional Repayment: / /  Yes     /X/  No
Stated Maturity Date:  February 1, 2006                             -      Optional Repayment Date(s):
                                                                    -      Optional Repayment Price: _____%
Interest Payment Dates: February 1 and August 1,
commencing on August 1, 2001                                       Original Issue Discount:  / /  Yes  /X/  No
                                                                    -      Total Amount of OID:
Original Issue Price: 99.801%                                       -      Yield to Maturity:
                                                                    -      Initial Accrual Period:
Net Proceeds to Issuer after Underwriting
Discount:  $148,801,500                                            Form: /X/  Book-Entry      / /  Certificated

Specified Currency: U.S. Dollars                                   Defeasance:  /X/  Yes    / /  No

Exchange Rate Agent: None                                          Covenant Defeasance : /X/ Yes    / /  No

Option to Receive Payments in Specified Currency other             Sinking Fund: / /  Yes    /X/  No
than U.S. Dollars: None
                                                                   Other Provisions:  *See the redemption provisions on
Minimum Denomination (Applicable if Specified Currency             the reverse hereof.
is other than U.S. Dollars): N/A

</TABLE>



<PAGE>


                  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 ONE HUNDRED FIFTY MILLION DOLLARS on the Stated Maturity Date shown above
(except to the extent redeemed or repaid prior to the Stated Maturity Date) and
to pay interest, if any, thereon at the Interest Rate shown above from the
Original Issue Date shown above or from the most recent Interest Payment Date to
which interest, if any, has been paid or duly provided for, semiannually on
February 1 and August 1 of each year (unless other Interest Payment Dates are
shown on the face hereof) (each, an "Interest Payment Date") until the principal
hereof is paid or made available for payment and on the Stated Maturity Date,
any Redemption Date or Repayment Date (such terms are together hereinafter
referred to as the "Maturity Date" with respect to the principal repayable on
such date); provided, however, that any payment of principal (or premium, if
any) or interest, if any, to be made on any Interest Payment Date or on the
Maturity Date that is not a Business Day (as defined below) shall be made on the
next succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or the Maturity Date, as the case may be, and no
additional interest, if any, shall accrue on the amount so payable as a result
of such delayed payment. For purposes of this Security, unless otherwise
specified on the face hereof, "Business Day" means any day that is not a
Saturday or Sunday and that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that, if the
Specified Currency shown above is a foreign currency, such day is also not a day
on which commercial banks are authorized or required by law, regulation or
executive order to close in the Principal Financial Center (as defined below) of
the country issuing the Specified Currency (or, if the Specified Currency is the
euro, such day is also a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System is open). "Principal Financial
Center" means the capital city of the country issuing the Specified Currency
except that with respect to United States dollars, Australian dollars, Canadian
dollars, Deutsche marks, Dutch guilders, South African rand and Swiss francs,
the "Principal Financial Center" shall be The City of New York, Sydney and
(solely in the case of the Specified Currency) Melbourne, Toronto, Frankfurt,
Amsterdam, Johannesburg and Zurich, respectively.

                  Any interest hereon will accrue from, and including, the
immediately preceding Interest Payment Date in respect of which interest, if
any, has been paid or duly provided for (or from, and including, the Original
Issue Date if no interest has been paid or duly provided for) to, but excluding,
the succeeding Interest Payment Date or the Maturity Date, as the case may be.
The interest, if any, so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture (as referred to on
the reverse hereof) and subject to certain exceptions described herein (referred
to on the reverse hereof), be paid to the person (the "Holder") in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the January 15 or July 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date (unless other Regular
Record Dates are specified on the face hereof) (each, a "Regular Record Date");
provided, however, that, if this Security was issued between a Regular Record
Date and the initial Interest Payment Date relating to such Regular Record Date,
interest, if any, for the period beginning on the Original Issue Date and ending
on such initial Interest Payment Date shall be paid on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder hereof on such
next succeeding Regular Record

<PAGE>


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

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

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

                  In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to payments on this
Security, in all cases, shall be deemed immediately following such
redenomination to provide for payment of that amount of redenominated currency
representing the amount of such obligations immediately before such



<PAGE>

redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown
above relative to any other currency due solely to fluctuations in exchange
rates.

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

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

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

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

                  Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


<PAGE>



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

Dated: January 31, 2001

                                           McCORMICK & COMPANY, INCORPORATED


                                           By: /s/ Kenneth A. Kelly, Jr.
                                               ------------------------------
                                               Name:
                                               Title:


                                           By: /s/ Francis Contino
                                               ------------------------------
                                               Name:
                                               Title:



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                     This is one of the Securities to in the within-
                     mentioned Indenture.

Dated: January 31, 2001

                                           SUNTRUST BANK,
                                             as Trustee

                                           By: /s/ John A. Hebb
                                              --------------------------------
                                              Authorized Officer


<PAGE>


                        McCORMICK & COMPANY, INCORPORATED
                                MEDIUM-TERM NOTE

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

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

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

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


<PAGE>

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

                  All currency exchange costs will be borne by the Company.

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

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

                  "Make-Whole Price" means an amount equal to the greater of (i)
100% of the principal amount of this Security to be redeemed and (ii) as
determined by an Independent Investment Banker (as defined below), the sum of
the present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of such payments of interest accrued as of
the date of redemption) discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus 15 basis points, plus, in the case of both
(i) and (ii), accrued and unpaid interest to the date of redemption. Unless the
Company defaults in payment of the Make-Whole Price, on and after the date of
redemption, interest will cease to accrue on this Security to be redeemed.

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

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


<PAGE>

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

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

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

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

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

<PAGE>

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

                  Section 6. Modification and Waivers; Obligation of the Company
Absolute. The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series. Such
amendment may be effected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of Outstanding Securities of each series affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series, on behalf of the
Holders of all Outstanding Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture. Provisions in the Indenture
also permit the Holders of not less than a majority in principal amount of all
Outstanding Securities of any series to waive on behalf of all of the Holders of
Securities of such series certain past defaults under the Indenture and their
consequences. Any such consent or waiver shall be conclusive and binding upon
the Holder of this Security and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

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

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

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


<PAGE>

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

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

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

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

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


<PAGE>

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder as the owner hereof for all purposes, whether or not this
Security be overdue, and none of the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

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

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

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

                                    * * * * *



<PAGE>


                            OPTION TO ELECT REPAYMENT


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


-----------------------------------


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

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

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

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

Dated:
       --------------------


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



<PAGE>


                                  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 and appoint

__________________________________________________________________ Attorney to
transfer the said Security on the books of the within-named Company, 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.