Exhibit 4.2


 


CUSIP
NO. 579780AD9


 


REGISTERED

PRINCIPAL AMOUNT U.S.$200,000,000

No. 1


 


McCORMICK & COMPANY,
INCORPORATED

U.S.$200,000,000 5.20% NOTE DUE 2015


 


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.


 


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  ISSUE PRICE:
  $199,858,000

  	
   

  	
  OPTION TO
  ELECT REPAYMENT:

  
	
   

  	
   

  	
  o oYES  oý
  NO

  
	
   

  	
   

  	
   

  
	
  ORIGINAL
  ISSUE DATE: December 6, 2005

  	
   

  	
  OPTIONAL
  REPAYMENT DATE[S]:

  
	
   

  	
   

  	
   

  
	
  STATED
  MATURITY DATE:

  	
   

  	
  MINIMUM DENOMINATION:

  
	
  December 15,
  2015

  	
   

  	
  o $1,000

  o

  
	
   

  	
   

  	
   

  
	
  SPECIFIED
  CURRENCY:

  United States Dollars:

  oý
  YES  oo
  NO

  	
   

  	
  ADDITIONAL
  AMOUNTS:

  

  DEFEASANCE: oý
  YES  oo
  NO

  
	
   

  	
   

  	
   

  
	
  Foreign
  Currency:

  	
   

  	
  COVENANT
  DEFEASANCE:

  
	
   

  	
   

  	
  oý
  YES  oo
  NO

  
	
   

  	
   

  	
   

  
	
  EXCHANGE
  RATE AGENT:

  	
   

  	
  TOTAL AMOUNT
  OF OID:

  
	
   

  	
   

  	
   

  
	
  OPTION TO
  RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS: oo YES  oý NO

  	
   

  	
  YIELD TO
  MATURITY: 5.209

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INITIAL
  ACCRUAL PERIOD OID:

  
	
   

  	
   

  	
   

  
	
  INTEREST
  RATE: 5.20%

  	
   

  	
  SINKING
  FUND:

  
	
   

  	
   

  	
   

  
	
  PRINCIPAL
  FINANCIAL CENTER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INTEREST
  PAYMENT DATES IF OTHER THAN APRIL 15 AND OCTOBER 15: June 15 and
  December 15

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REGULAR
  RECORD DATES IF OTHER THAN APRIL 1 AND OCTOBER 1: June 1 and
  December 1

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OPTIONAL
  REDEMPTION: ý YES  o NO

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INITIAL
  REDEMPTION DATE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INITIAL
  REDEMPTION PERCENTAGE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ANNUAL
  REDEMPTION PERCENTAGE REDUCTION:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OTHER/DIFFERENT
  PROVISIONS:

  	
   

  	
   

  



 


2





















 


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 U.S.$200,000,000 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 June 15 and December 15 of each year (unless other Interest
Payment Dates are shown on the face hereof) (each, an “Interest Payment Date”)
until the principal hereof is paid or made available for payment and on the Stated
Maturity Date, any Redemption Date or Repayment Date (such terms are together
hereinafter referred to as the “Maturity Date” with respect to the principal
repayable on such date); provided, however, that any payment of principal (or
premium, if any) or interest, if any, to be made on any Interest Payment Date
or on the Maturity Date that is not a Business Day (as defined below) shall be
made on the next succeeding Business Day with the same force and effect as if
made on such Interest Payment Date or the Maturity Date, as the case may be,
and no additional interest, if any, shall accrue on the amount so payable as a
result of such delayed payment. For purposes of this Security, unless otherwise
specified on the face hereof, “Business Day” means any day that is not a
Saturday or Sunday and that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that, if the
Specified Currency shown above is a foreign currency, such day is also not a
day on which commercial banks are authorized or required by law, regulation or
executive order to close in the Principal Financial Center (as defined below)
of the country issuing the Specified Currency (or, if the Specified Currency is
the euro, such day is also a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is open). “Principal
Financial Center” means the capital city of the country issuing the Specified
Currency except that with respect to United States dollars, Australian dollars,
Canadian dollars, Deutsche marks, Dutch guilders, South African rand and Swiss
francs, the “Principal Financial Center” shall be The City of New York, Sydney
and (solely in the case of the Specified Currency) Melbourne, Toronto,
Frankfurt, Amsterdam, Johannesburg and Zurich, respectively.


 


Any interest hereon will accrue from, and
including, the immediately preceding Interest Payment Date in respect of which
interest, if any, has been paid or duly provided for (or from, and including,
the Original Issue Date if no interest has been paid or duly provided for) to,
but excluding, the succeeding Interest Payment Date or the Maturity Date, as
the case may be. The interest, if any, so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture
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 April 1 or October 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


 


3





















 


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


 


Unless otherwise specified above, all payments
in respect of this Security will be made in U.S. dollars regardless of the
Specified Currency shown above unless the Holder hereof makes the election
described below. If the Specified Currency shown above is other than U.S.
dollars, the Exchange Rate Agent (referred to on the reverse hereof) will
arrange to convert any such amounts so payable in respect hereof into U.S.
dollars in the manner described on the reverse hereof; provided, however, that
the Holder hereof may, if so indicated above, elect to receive all or any
specified portion of any payment of principal, premium, if any, and/or
interest, if any, in respect of this Security in such Specified Currency by
delivery of a written request to the corporate trust office of the Trustee in
The City of New York, currently the office of the Trustee located at SunTrust
Bank, c/o Depository Trust Company, 55 Water Street, New York, New York 10041,
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 cable, telex 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


 


4





















 


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 SunTrust Bank, c/o Depository
Trust Company, 55 Water Street, New York, New York 10041, 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 SunTrust Bank, c/o Depository
Trust Company, 55 Water Street, New York, New York 10041, or at such other
office in The City of New York 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 at SunTrust Bank, c/o Depository Trust Company, 55 Water Street, New
York, New York 10041, 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, 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. 


 


5





















 


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


 


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


 


	
   

  	
  McCORMICK &
  COMPANY, INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  [CORPORATE
  SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated: 

  	
   

  	
   

  



 


6





















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 


 


	
   

  	
   

  	
  This is one
  of the Securities of the series designated therein referred to in the
  within-mentioned Indenture

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUNTRUST
  BANK,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Officer

  



 


7





















 


[REVERSE OF NOTE]


 



McCORMICK & COMPANY,
INCORPORATED
U.S.$200,000,000 5.20% NOTE DUE 2015


 


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 December 5, 2000, as it may be supplemented
from time to time (herein called the “Indenture”), between the Company and
SunTrust Bank, 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 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.


 


8





















 


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


 


All currency exchange costs will be borne by the
Company.


 


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


 


Section 3.    Redemption.    If so
specified on the face hereof, 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 the greater
of (i) 100% of the unpaid principal amount hereof or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to the date of redemption) discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in
either case, accrued and unpaid interest thereon to the date of redemption.  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 45 days
prior to the relevant Redemption Date.


 


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 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 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


 


9





















 


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 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 on the reverse hereof.


 


Section 7.    Defeasance and Covenant
Defeasance.    The Indenture contains provisions for defeasance
at any time of (a) the entire indebtedness of the Company on this Security
and (b) certain restrictive covenants and the related defaults and Events
of Default, upon compliance


 


10





















 


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.


 


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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.


 


* * * * * 


 


12





















 


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.

  



 


13





















 


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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