Exhibit 4.2


 


CUSIP NO. 579780AF4


 


REGISTERED


PRINCIPAL AMOUNT U.S.$250,000,000


No. 1


 


McCORMICK &
COMPANY, INCORPORATED


U.S.$250,000,000
5.75% NOTES DUE 2017


 


                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: $249,900,000

  	
   

  	
  OPTION TO ELECT REPAYMENT:

  
	
   

  	
   

  	
  o YES x NO

  
	
   

  	
   

  	
   

  
	
  ORIGINAL ISSUE DATE: December 7, 2007

  	
   

  	
  OPTIONAL REPAYMENT DATES:

  
	
   

  	
   

  	
   

  
	
  STATED MATURITY DATE: December 15, 2017

  	
   

  	
  MINIMUM DENOMINATION:

  
	
   

  	
   

  	
  o $1,000

  x Other:
  $2,000

  
	
   

  	
   

  	
   

  
	
  SPECIFIED CURRENCY:

  United States Dollars:

  x YES o NO

  	
   

  	
  ADDITIONAL AMOUNTS:

  

  DEFEASANCE: x YES o NO

  
	
   

  	
   

  	
   

  
	
  Foreign Currency:

  	
   

  	
  COVENANT DEFEASANCE:

  
	
   

  	
   

  	
  x YES o NO

  
	
   

  	
   

  	
   

  
	
  EXCHANGE RATE AGENT:

  	
   

  	
  TOTAL AMOUNT OF OID:

  
	
   

  	
   

  	
   

  
	
  OPTION TO RECEIVE PAYMENTS IN SPECIFIED

  CURRENCY OTHER THAN U.S. DOLLARS:o YES

  x NO

  	
   

  	
  YIELD TO MATURITY: 5.755%

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INITIAL ACCRUAL PERIOD OID:

  
	
   

  	
   

  	
   

  
	
  INTEREST RATE: 5.75%

  	
   

  	
  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: x YES o 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 $250,000,000 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


 


 


2

















 


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 June 1 or December 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 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
The Bank of New York, 101 Barclay Street, Floor 8W, New York, New York 10286,
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 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.


 


 


3

















 


                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 The Bank of New York, 101 Barclay Street, Floor 8W, New York, New
York 10286, 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 The Bank of New York, at its
office in The City of New York, currently the office of the Trustee located at
The Bank of New York, 101 Barclay Street, Floor 8W, New York, New York 10286,
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 in The
City of New York, currently the office of the Trustee located at The Bank of
New York, 101 Barclay Street, Floor 8W, New York, New York 10286, 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.


 


                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.


 


 


4

















 


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


 


	
   

  	
  McCORMICK & COMPANY, INCORPORATED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul C. Beard 

  
	
   

  	
   

  	
  Title:

  	
  Vice President Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gordon M. Stetz, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  	
   

  	
   

  
					



 


	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  W. Geoffrey Carpenter

  	
   

  
	
   

  	
  Title:

  	
  Associate General Counsel and

  	
   

  
	
   

  	
   

  	
  Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  December 7, 2007

  	
   

  



 


 


5

















 


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Bank of New York, as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  
						



Dated:  December 7, 2007


 


 


6

















 


 


McCORMICK &
COMPANY, INCORPORATED


U.S.
$250,000,000 5.75% NOTE DUE 2017





                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 7, 2007, as it may be supplemented from time to time (herein
called the “Indenture”), between the Company and The Bank of New York, 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.


 


                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 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 (exclusive of interest accrued to
the Redemption Date) 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 30 basis points, plus, in either case, accrued and unpaid interest
thereon to the Redepmtion Date.  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.


 


                For purposes of
the foregoing:


 


 


7

















 


                ‘‘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 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 Wachovia Capital Markets, LLC or Banc of America
Securities LLC or either of their respective successors, or if both 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 (1) Banc of America Securities LLC or its affiliates
which are primary U.S. Government securities dealers in The City of New York (a
‘‘Primary Treasury Dealer’’), and its successors, and (2) three other Primary
Treasury Dealers selected by us; 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.  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.  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


 


 


8

















 


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 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 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 (as defined below) 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,
directly or indirectly, of more than 50% of the then outstanding number of
shares of the Company’s voting stock; 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
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 the
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 Rule
15c3-1(c)(2)(vi)(F) under 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.


 


 


9

















 


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





                Section 6.  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 7.  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 8.  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 9.  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 10.  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,


 


 


10

















 


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 $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 11.  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 12.  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 13.  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.


 


* * * * *


 


11

















 


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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