<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>a2026218zex-4_2.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>

<PAGE>

                                                                     Exhibit 4.2
                                 [FACE OF NOTE]


CUSIP NO.


REGISTERED
PRINCIPAL AMOUNT
No. FX -


                        McCORMICK & COMPANY, INCORPORATED
                                MEDIUM-TERM NOTE
                                  (FIXED RATE)


                  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.

                                       1

<PAGE>

<TABLE>

<S>                                               <C>
ISSUE PRICE:                                      OPTION TO ELECT REPAYMENT:
                                                  / / YES  / / NO

ORIGINAL ISSUE DATE:                              OPTIONAL REPAYMENT DATE[S]:

STATED MATURITY DATE:                             MINIMUM DENOMINATION:
                                                  / / $1,000
                                                  / / Other:

SPECIFIED CURRENCY:                               ADDITIONAL AMOUNTS:
United States Dollars:
 / / YES   / / NO                                 DEFEASANCE:  / / YES  / / NO

Foreign Currency:                                 COVENANT DEFEASANCE:
                                                  / / YES  / / NO
EXCHANGE RATE AGENT:
                                                  TOTAL AMOUNT OF OID:

OPTION TO RECEIVE PAYMENTS                        YIELD TO MATURITY:
IN SPECIFIED CURRENCY OTHER
THAN U.S. DOLLARS:  / / YES   / / NO
                                                  INITIAL ACCRUAL PERIOD OID:
INTEREST RATE:
                                                  SINKING FUND:
PRINCIPAL FINANCIAL CENTER:

INTEREST PAYMENT DATES IF OTHER
THAN APRIL 15 AND OCTOBER 15:

REGULAR RECORD DATES IF OTHER
THAN APRIL 1 AND OCTOBER 1:


OPTIONAL REDEMPTION:  / / YES   / / NO

INITIAL REDEMPTION DATE:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE
REDUCTION:

OTHER/DIFFERENT PROVISIONS:

</TABLE>

                                       2

<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 _______________________, or registered assigns, the
principal sum of ___________________________ on the Stated Maturity Date shown
above (except to the extent redeemed or repaid prior to the Stated Maturity
Date) and to pay interest, if any, thereon at the Interest Rate shown above
from the Original Issue Date shown above or from the most recent Interest
Payment Date to which interest, if any, has been paid or duly provided for,
semiannually on [_______] and [_________] 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 Regular Record Date to the Holder

                                       3

<PAGE>

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 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 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

<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, 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 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, 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

<PAGE>

                  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.































                                       6

<PAGE>

                  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:  Secretary

Dated:
                                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

<PAGE>

                                [REVERSE OF NOTE]



                        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 September __, 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. This Security is
one of the series designated on the face hereof, 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.

                                       8

<PAGE>

                  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) on or after the date designated as the Initial
Redemption Date on the face hereof at 100% of the unpaid principal amount
hereof or the portion thereof redeemed (or, if this Security is a Discount
Security, such lesser amount as is provided for below) multiplied by the
Initial Redemption Percentage specified on the face hereof, together with
accrued interest, if any, to the Redemption Date. Such Initial Redemption
Percentage shall decline at each anniversary of the Initial Redemption Date by
an amount equal to the Annual Redemption Percentage Reduction, if any,
specified on the face hereof until the Redemption Price is 100% of the unpaid
principal amount hereof. 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.

                                       9

<PAGE>

                  Section 5. Discount Securities. If this Security (such a
Security being referred to as a "Discount Security") (a) has been issued at an
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 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.

                                      10

<PAGE>

                  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 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

                                      11

<PAGE>

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 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

<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 45 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 its office or agency in The City of New York, currently
the office of the Trustee located at SunTrust Bank, 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.



                                      13

<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:


<TABLE>

                      <S>               <C>
                      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)

</TABLE>


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.



                                     14

</TEXT>
</DOCUMENT>
