<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>a2026218zex-4_3.txt
<DESCRIPTION>EXHIBIT 4.3
<TEXT>

<PAGE>

                                                                     Exhibit 4.3

                                 [FACE OF NOTE]

CUSIP NO.

REGISTERED
PRINCIPAL AMOUNT
No.  FL -


                        McCORMICK & COMPANY, INCORPORATED
                                MEDIUM-TERM NOTE
                                 (FLOATING 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>




ISSUE PRICE:                                     OPTION TO ELECT REPAYMENT:
                                                 / / YES / / NO

ORIGINAL ISSUE DATE:                             OPTIONAL REPAYMENT DATE[S]:

STATED MATURITY DATE:                            OPTIONAL REDEMPTION:
                                                 / / YES / / NO

BASE RATE:                                       INITIAL REDEMPTION DATE:

If LIBOR:      / / LIBOR Telerate
               / / LIBOR Reuters
               / / Other                         INITIAL REDEMPTION PERCENTAGE:
               Designated LIBOR Page:
               Designated LIBOR Currency:
If CMT Rate,
               Designated CMT Telerate Page:
               Designated CMT Maturity Index:

INITIAL INTEREST RATE:                           ANNUAL REDEMPTION PERCENTAGE
                                                 REDUCTION:

INDEX MATURITY:                                  MINIMUM DENOMINATION:
                                                 / / $1,000
                                                 / / Other:

SPREAD (PLUS OR MINUS):                          SPECIFIED CURRENCY:
                                                 United States Dollars:
                                                 / / YES   / / NO

SPREAD MULTIPLIER:                               Foreign Currency:

CALCULATION AGENT:                               OPTION TO RECEIVE PAYMENTS
                                                 IN SPECIFIED CURRENCY
                                                 OTHER THAN U.S. DOLLARS:
                                                 / / YES   / / NO

CALCULATION DATE:                                EXCHANGE RATE AGENT:

SINKING FUND:                                    ADDITIONAL AMOUNTS:

MAXIMUM INTEREST RATE:                           DEFEASANCE:  / / YES / / NO

MINIMUM INTEREST RATE:                           COVENANT DEFEASANCE:
                                                 / / YES  / / NO


                                       2

<PAGE>


INTEREST DETERMINATION DATE:                     OTHER/DIFFERENT PROVISIONS:

INTEREST RESET PERIOD:

INTEREST RESET DATES:

INTEREST PAYMENT PERIOD:

REGULAR RECORD DATES:

INTEREST PAYMENT DATES:

TOTAL AMOUNT OF OID:

INITIAL ACCRUAL PERIOD OID:

YIELD TO MATURITY:

OPTIONAL INTEREST RATE RESET:
/ / YES  / / NO


OPTIONAL INTEREST RATE RESET DATES:













                                       3

<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 thereon at the Initial Interest Rate shown above from the Original
Issue Date shown above until the first Interest Reset Date shown above
following the Original Issue Date (if the first Interest Reset Date is later
than the Original Issue Date) and thereafter at the interest rate determined
by reference to the Base Rate shown above, plus or minus the Spread, if any,
or multiplied by the Spread Multiplier, if any, shown above, or adjusted by
such other formula, if any, set forth on the face hereof, until the principal
hereof is paid or duly made available for payment. The Company will pay
interest on each Interest Payment Date, if any, specified above, commencing
with the first Interest Payment Date next succeeding the Original Issue Date,
and on the Stated Maturity Date, any Redemption Date or Repayment Date (each
such date being 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 (except that if the
Base Rate specified above is LIBOR, and such day falls in the next succeeding
calendar month, such payment will be made on the next preceding Business Day)
as described on the reverse hereof. 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); provided further that, with respect to Securities as to which LIBOR is
an applicable Base Rate, such day is also a London Business Day. "London
Business Day" means a day on which commercial banks are open for business
(including dealings in the LIBOR Currency (as defined below)) in London.
"Principal Financial Center" means (i) the capital city of the country issuing
the Specified Currency or (ii) the capital city of the country to which the
LIBOR Currency relates, as applicable, except, in the case of (i) or (ii)
above, that with respect to United States dollars, Australian dollars,
Canadian dollars, Deutsche marks, Dutch guilders, Portuguese escudos, 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, London (solely in the case of the
LIBOR Currency), Johannesburg and Zurich, respectively.

                  Interest on this Security will accrue from, and including,
the immediately preceding Interest Payment Date to which interest 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
applicable Interest Payment Date or the Maturity Date, as the case may be
(each an "Interest Period"). 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


                                       4

<PAGE>

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 fifteenth day
(whether or not a Business Day) next preceding such Interest Payment Date (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 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 a 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, any 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 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


                                       5

<PAGE>

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

                  Until this Security is paid in full or payment therefor in
full is duly provided for, the Company will at all times maintain a Paying
Agent (which Paying Agent may be the Trustee) in 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 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.


                                       6

<PAGE>

                  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.


















                                       7

<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:

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



                                       8

<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.


                                       9

<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. Interest Rate Calculations. Unless otherwise set
forth on the face hereof, the following provisions of this Section 3 shall
apply to the calculation of interest on this Security. If the first Interest
Reset Date is later than the Original Issue Date, this Security will bear
interest from its Original Issue Date to the first Interest Reset Date at the
Initial Interest Rate set forth on the face hereof. Thereafter, the interest
rate hereon for each Interest Reset Period (as defined below) will be
determined by reference to the Base Rate set forth on the face hereof, as
adjusted by the Spread, the Spread Multiplier or other formula, if any, set
forth on the face hereof.

                  As set forth on the face hereof, this Security may also have
either or both of the following: (i) a maximum limitation, or ceiling, on the
rate at which interest may accrue during any Interest Period (as defined
below) ("Maximum Interest Rate"); and (ii) a minimum limitation, or floor, on
the rate at which interest may accrue during any Interest Period ("Minimum
Interest Rate"). In addition to any Maximum Interest Rate that may be set
forth on the face hereof, the interest rate on this Security will in no event
be higher than the maximum rate permitted by New York law, as the same may be
modified by United States law of general application.

                  The rate of interest hereon will be reset daily, weekly,
monthly, quarterly, semiannually or annually or at another interval (each, an
"Interest Reset Period"), as set forth on the face hereof. The date or dates
on which interest will be reset (each, an "Interest Reset Date") will be, if
this Security resets (i) daily, each Business Day; (ii) weekly, the Wednesday
of each week (unless the Base Rate set forth on the face hereof is the
Treasury Rate, in which case the Tuesday of each week (except as provided
below)); (iii) monthly, the third Wednesday of each month; (iv) quarterly, the
third Wednesday of each of the four months set forth on the face hereof; (v)
semiannually, the third Wednesday of each of the two months set forth on the
face hereof; and (vi) annually, the third Wednesday of the month of each year
set forth on the face hereof; provided, however, that (a) if the first
Interest Reset Date is later than the Original Issue Date, the interest rate
in effect from the Original Issue Date to the first Interest Reset Date will
be the Initial Interest Rate as set forth on the face hereof and (b) the
interest rate in effect for the ten days immediately prior to the Maturity
Date will be that in effect on the tenth day preceding the Maturity Date. If
the Base Rate set forth on the face hereof is the Treasury Rate and a Treasury
auction shall fall on the Interest Reset Date for this Security, then such
Interest Reset Date shall instead be the first Business Day immediately
following such Treasury auction. If any Interest Reset Date would otherwise be
a day that is not a Business Day, such Interest Reset Date shall be postponed
to the next succeeding Business Day, except that, if the Base Rate set forth
on the face hereof is LIBOR, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
Business Day.


                                      10

<PAGE>

                  The interest payable hereon on each Interest Payment Date
and on the Maturity Date shall be the amount of interest accrued from, and
including, the Original Issue Date or the next preceding Interest Payment Date
in respect of which interest, if any, has been paid or duly provided for, as
the case may be, to, but excluding, the next succeeding Interest Payment Date
or the Maturity Date, as the case may be (each such period, an "Interest
Period"). If the Maturity Date falls on a day which is not a Business Day, the
payment of principal, premium, if any, and interest, if any, with respect to
the Maturity Date will be paid on the next succeeding Business Day with the
same force and effect as if made on the Maturity Date, and no interest shall
accrue on the amount so payable as a result of such delayed payment. If an
Interest Payment Date other than the Maturity Date falls on a day that is not
a Business Day, such Interest Payment Date will be postponed to the next day
that is a Business Day and interest will accrue for the period of such
postponement (except if the Base Rate specified above is LIBOR, and such day
falls in the next succeeding calendar month, such Interest Payment Date will
be advanced to the immediately preceding Business Day), it being understood
that, to the extent this sentence is inconsistent with Section 112 of the
Indenture, the provisions of this sentence shall apply in lieu of such Section.

                  Accrued interest will be calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor will be computed by adding the interest factor calculated for each day
in the Interest Period or from the last date from which accrued interest is
being calculated. The interest factor for each such day is computed by
dividing the interest rate applicable on such day by 360, if the Base Rate set
forth on the face hereof is the CD Rate, Commercial Paper Rate, Federal Funds
Rate, Prime Rate or LIBOR (each as described below), or by the actual number
of days in the year, if the Base Rate set forth on the face hereof is the
Treasury Rate or the CMT Rate (each as described below). The interest rate
applicable to any day that is an Interest Reset Date is the interest rate as
determined, in accordance with the procedures hereinafter set forth, with
respect to the Interest Determination Date (as defined below) pertaining to
such Interest Reset Date. The interest rate applicable to any other day is the
interest rate for the immediately preceding Interest Reset Date (or, if none,
the Initial Interest Rate, as set forth on the face hereof).

                  All percentages resulting from any calculation with respect
hereto will be rounded, if necessary, to the nearest one hundred-thousandth of
a percentage point, with five one-millionths or more of a percentage point
rounded upward (e.g., 7.123455% (or 0.07123455) being rounded to 7.12346% (or
0.0712346) and 7.123454% (or 0.07123454) being rounded to 7.12345% (or
0.0712345)), and all currency amounts used in or resulting from such
calculation will be rounded to the nearest one-hundredth of a unit (with five
one-thousandths of a unit being rounded upwards).

                  Interest will be payable on, if this Security resets (i)
daily, weekly or monthly, the third Wednesday of each month; (ii) quarterly,
the third Wednesday of the four months set forth on the face hereof; (iii)
semiannually, the third Wednesday of the two months set forth on the face
hereof; and (iv) annually, the third Wednesday of the month set forth on the
face hereof (each, an "Interest Payment Date"), and in each case, on the
Maturity Date.


                                      11

<PAGE>

                  If the Base Rate set forth on the face hereof is the CD
Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate or the
Prime Rate, the "Interest Determination Date" pertaining to an Interest Reset
Date for this Security will be the second Business Day immediately preceding
such Interest Reset Date; if the Base Rate set forth on the face hereof is
LIBOR, the "Interest Determination Date" pertaining to an Interest Reset Date
for this Security will be the second London Business Day immediately preceding
such Interest Reset Date unless the Designated LIBOR Currency is British
pounds sterling, in which case the "Interest Determination Date" will be such
Interest Reset Date; and if the Base Rate set forth on the face hereof is the
Treasury Rate, the "Interest Determination Date" pertaining to an Interest
Reset Date for this Security will be the day of the week in which such
Interest Reset Date falls on which Treasury bills (as defined below) would
normally be auctioned. Treasury bills are usually sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that sometimes such auction may
be held on the preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week.

                  Unless otherwise set forth on the face hereof, the
"Calculation Date", where applicable, pertaining to an Interest Determination
Date is the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if any such day is not a Business Day, the next
succeeding Business Day and (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be.

                  The Company will appoint and enter into an agreement with an
agent (a "Calculation Agent") to calculate the rate of interest on the
Securities of this series which bear interest at a floating rate. Unless
otherwise set forth on the face hereof, SunTrust Bank will be the Calculation
Agent. At the request of the Holder hereof, the Calculation Agent will provide
the interest rate then in effect and, if determined, the interest rate that
will become effective on the next Interest Reset Date.

                  Subject to applicable provisions of law and except as
specified herein, with respect to each Interest Determination Date, the rate
of interest shall be the rate determined by the Calculation Agent in
accordance with the provisions of the applicable heading below.

                  Determination of CD Rate. If the Base Rate set forth on the
face hereof is the CD Rate, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the CD Rate and
the Spread, Spread Multiplier or other formula, if any, set forth on the face
hereof. Unless otherwise set forth on the face hereof, the "CD Rate" means,
with respect to any Interest Determination Date pertaining thereto, the rate
on such date for negotiable certificates of deposit having the Index Maturity
set forth on the face hereof as published in H.15(519) (as defined below),
under the heading "CDs (secondary market)" or, if not yet published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the CD Rate will be the rate on such Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity set forth on the face hereof as published in H.15 Daily Update (as
defined below) or such other recognized electronic source used for the purpose
of displaying such rate, under the caption "CDs (secondary market)". If by


                                      12

<PAGE>


3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date such rate is not yet published in H.15(519), H.15
Daily Update or such other recognized electronic source, the CD Rate on such
Interest Determination Date will be calculated by the Calculation Agent and
will be the average of the secondary market offered rates as of 10:00 A.M.,
New York City time, on such Interest Determination Date, of three leading
non-bank dealers in negotiable U.S. dollar certificates of deposit in The City
of New York selected by the Calculation Agent (after consultation with the
Company) for negotiable certificates of deposit of major United States money
market banks of the highest credit standing (in the market for negotiable
certificates of deposit) having a remaining maturity closest to the Index
Maturity set forth on the face hereof in a denomination of U.S. $5,000,000;
provided, however, that, if fewer than three dealers are quoting as mentioned
in this sentence, the interest rate for the period commencing on the Interest
Reset Date following such Interest Determination Date will be the interest
rate in effect on such Interest Determination Date. "H.15(519)" means the
weekly statistical release designated as such, or any successor publication,
published by the Board of Governors of the Federal Reserve System. "H.15 Daily
Update" means the daily update of H.15(519), available through the world-wide
web site of the Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication.

                  Determination of Commercial Paper Rate. If the Base Rate set
forth on the face hereof is the Commercial Paper Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Commercial Paper Rate and the Spread, Spread Multiplier or
other formula , if any, set forth on the face hereof. Unless otherwise set
forth on the face hereof, the "Commercial Paper Rate" means, with respect to
any Interest Determination Date pertaining thereto, the Money Market Yield
(calculated as described below) of the rate on such date for commercial paper
having the Index Maturity set forth on the face hereof, as such rate shall be
published in H.15(519) under the caption "Commercial Paper -- Nonfinancial"
or, if not yet published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Commercial Paper Rate
shall be the Money Market Yield of the rate on such Interest Determination
Date for commercial paper having the Index Maturity set forth on the face
hereof as published in H.15 Daily Update, or such other recognized electronic
source used for the purpose of displaying such rate, under the caption
"Commercial Paper --Nonfinancial". If by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date such rate is
not yet published in H.15(519), H.15 Daily Update or such other recognized
electronic source, the Commercial Paper Rate on such Interest Determination
Date shall be calculated by the Calculation Agent and shall be the Money
Market Yield of the average of the offered rates as of 11:00 A.M., New York
City time, on such Interest Determination Date of three leading dealers in
U.S. dollar commercial paper in The City of New York selected by the
Calculation Agent (after consultation with the Company) for commercial paper
having the Index Maturity set forth on the face hereof placed for an
industrial issuer whose bond rating is "Aa", or the equivalent, from a
nationally recognized securities rating agency; provided, however, that, if
fewer than three dealers are quoting as mentioned in this sentence, the
interest rate for the period commencing on the Interest Reset Date following
such Interest Determination Date will be the interest rate in effect on such
Interest Determination Date.


                                      13

<PAGE>

                  "Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:

                  MONEY MARKET YIELD =      D     X      360  x  100
                                            ----------------
                                            360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal; and "M" refers to the
actual number of days in the Interest Period for which interest is being
calculated.

                  Determination of Federal Funds Rate. If the Base Rate set
forth on the face hereof is the Federal Funds Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to the Federal Funds Rate and the Spread, Spread Multiplier or other
formula, if any, set forth on the face hereof. Unless otherwise set forth on
the face hereof, the "Federal Funds Rate" means, with respect to any Interest
Determination Date pertaining thereto, the rate on such date for federal funds
as published in H.15(519) under the caption "Federal Funds (Effective)" as
such rate is displayed on Telerate on page 120 (or any other page as may
replace such page on such service) ("Telerate Page 120"). If such rate does
not appear on Telerate Page 120 or is not yet published in H.15(519) by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "Federal Funds (Effective)". If by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Interest Determination Date such rate
does not appear on Telerate Page 120 or is not yet published in H.15(519),
H.15 Daily Update or such other recognized electronic source, the Federal
Funds Rate for such Interest Determination Date will be calculated by the
Calculation Agent and will be the average of the rates for the last
transaction in overnight Federal Funds arranged by three leading dealers of
Federal Funds transactions in The City of New York, which dealers have been
selected by the Calculation Agent (after consultation with the Company), as of
9:00 A.M., New York City time, on such Interest Determination Date; provided,
however, that, if fewer than three dealers are quoting as mentioned in this
sentence, the interest rate for the period commencing on the Interest Reset
Date following such Interest Determination Date will be the interest rate in
effect on such Interest Determination Date.

                  Determination of LIBOR. If the Base Rate set forth on the
face hereof is LIBOR, this Security will bear interest for each Interest Reset
Period at the interest rate calculated with reference to LIBOR and the Spread,
Spread Multiplier or other formula, if any, set forth on the face hereof.
Unless otherwise set forth on the face hereof, "LIBOR" means the rate
determined by the Calculation Agent in accordance with the following
provisions:

                 (i) If "LIBOR Reuters" is specified on the face hereof, LIBOR
        will be the average of the offered rates for deposits in the LIBOR
        Currency having the Index Maturity set forth on the face hereof on the
        applicable Interest Reset Date, as such rates appear on the Designated
        LIBOR Page as of 11:00 A.M., London time, on that Interest


                                      14

<PAGE>

        Determination Date, if at least two such offered rates appear on the
        Designated LIBOR Page.

                 (ii) If "LIBOR Telerate" is specified on the face hereof,
        LIBOR will be the rate for deposits in the LIBOR Currency having the
        Index Maturity set forth on the face hereof on the applicable Interest
        Reset Date, as such rate appears on the Designated LIBOR Page as of
        11:00 A.M., London time, on that Interest Determination Date. If such
        rate does not appear, LIBOR for such Interest Determination Date will
        be determined as described in (iii) below.

                 (iii) If the Designated LIBOR Page by its terms provides only
        for a single rate, that single rate will be used regardless of whether
        the foregoing provisions require more than one rate. With respect to an
        Interest Determination Date, if LIBOR Reuters is the applicable method
        for determining LIBOR and fewer than two offered rates (or no rate, if
        applicable) appear on the Designated LIBOR Page as specified in (i)
        above or if LIBOR Telerate is the applicable method for determining
        LIBOR and no rate appears on the Designated LIBOR Page as specified in
        (ii) above, then LIBOR will be determined on the basis of the offered
        rates at which deposits in the LIBOR Currency for the period of the
        Index Maturity set forth on the face hereof on the Interest
        Determination Date and in a principal amount that is representative of
        a single transaction in that market at that time are offered by four
        major banks in the London interbank market at approximately 11:00 AM.,
        London time, for the period commencing on the Interest Reset Date to
        prime banks in the London interbank market. The Calculation Agent will
        select the four banks and request the principal London office of each
        of those banks to provide a quotation of its rate for deposits in the
        LIBOR Currency. If at least two quotations are provided, LIBOR for that
        Interest Determination Date will be the average of those quotations. If
        fewer than two quotations are provided as mentioned above, LIBOR will
        be the average of the rates quoted by three major banks in the
        Principal Financial Center selected by the Calculation Agent at
        approximately 11:00 A.M. in the Principal Financial Center, on the
        Interest Determination Date for loans to leading European banks in the
        LIBOR Currency having the Index Maturity set forth on the face hereof,
        for the period commencing on the Interest Reset Date and in a principal
        amount that is representative for a single transaction in the LIBOR
        Currency in that market at that time. The Calculation Agent will select
        the three banks referred to above. If fewer than three banks selected
        by the Calculation Agent are quoting as mentioned above, the interest
        rate for the period commencing on the Interest Reset Date following
        such Interest Determination Date will be the interest rate in effect on
        such Interest Determination Date.

                 "LIBOR Currency" means the Designated LIBOR Currency specified
        on the face hereof as to which LIBOR shall be calculated or, if no such
        currency is specified on the face hereof, United States dollars.

                 "Designated LIBOR Page" means, if "LIBOR Reuters" is specified
        on the face hereof, the display on the Reuters Monitor Money Rates
        Service (or any successor service) on the page specified on the face
        hereof (or any other page as may replace such page on such service) for
        the purpose of displaying the London interbank rates of major


                                      15

<PAGE>

        banks for the LIBOR Currency; or if "LIBOR Telerate" is specified on
        the face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is
        specified on the face hereof as the method of calculating LIBOR, the
        display on Bridge Telerate, Inc. (or any successor service, "Telerate")
        on the page specified on the face hereof (or any other page as may
        replace such page on such service) for the purpose of displaying the
        London interbank rates of major banks for the LIBOR Currency.

                  Determination of Prime Rate. If the Base Rate set forth on
the face hereof is the Prime Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Prime Rate and the Spread, Spread Multiplier or other formula, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the
"Prime Rate" means, with respect to any Interest Determination Date pertaining
thereto, the rate on such date as published in H.15(519) under the caption
"Bank Prime Loan" or, if not yet published by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the
rate on such Interest Determination Date as published in H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying
such rate, under the caption "Bank Prime Loan."

                  If the rate is not published in H.15 (519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City
time, on the Calculation Date, then the Calculation Agent will determine the
Prime Rate to be the average of the rates of interest publicly announced by
each bank that appears on the Reuters Screen US PRIME1 Page as that bank's
prime rate or base lending rate as in effect for that Interest Determination
Date. If at least one rate but fewer than four rates appear on the Reuters
Screen US PRIME1 Page on the Interest Determination Date, then the Prime Rate
will be the average of the prime rates or base lending rates quoted (on the
basis of the actual number of days in the year divided by a 360-day year) as
of the close of business on the Interest Determination Date by three major
money center banks in The City of New York selected by the Calculation Agent.
If the banks selected by the Calculation Agent are not quoting as mentioned
above, the interest rate for the period commencing on the Interest Reset Date
following such Interest Determination Date will be the interest rate in effect
on such Interest Determination Date.

                  "Reuters Screen US PRIME1 Page" means the display designated
as Page "USPRIME1" on the Reuters Monitor Money Rates Service (or any
successor service, or such other page as may replace the USPRIME1 Page on that
service) for the purpose of displaying prime rates or base lending rates of
major United States banks.

                  Determination of Treasury Rate. If the Base Rate set forth
on the face hereof is the Treasury Rate, this Security will bear interest for
each Interest Reset Period at the interest rate calculated with reference to
the Treasury Rate and the Spread, Spread Multiplier or other formula, if any,
set forth on the face hereof. Unless otherwise set forth on the face hereof,
the "Treasury Rate" means, with respect to any Interest Determination Date
pertaining thereto, the rate for the auction of direct obligations of the
United States ("Treasury bills") held on such Interest Determination Date
having the Index Maturity set forth on the face hereof under the caption
"INVESTMENT RATE" on the display on Telerate on page 56 (or any other page as
may replace such page on such service) ("Telerate Page 56") or page 57 (or any
other page as


                                      16

<PAGE>

may replace such page on such service) ("Telerate Page 57") by 3:00 P.M., New
York City time, on the Calculation date for that Interest Determination Date.

                  The following procedures will be followed if the Treasury
Rate cannot be determined as described :

                  If the rate is not published by 3:00 P.M., New York City
time, on the Calculation Date, the Treasury Rate will be the Bond Equivalent
Yield of the auction rate of such Treasury bills as published in H.15 Daily
Update or such recognized electronic source used for the purpose of displaying
such rate under the caption "U.S. Government securities/Treasury bills/Auction
high."

                  If the rate is not published by 3:00 P.M., New York City
time, on the Calculation Date and cannot be determined as described in the
immediately preceding paragraph, the Treasury Rate will be the Bond Equivalent
Yield of the auction rate of such Treasury bills as otherwise announced by the
United States Department of Treasury.

                  If the results of the most recent auction of Treasury bills
having the Index Maturity set forth on the face hereof are not published or
announced as described above by 3:00 P.M., New York City time, on the
Calculation Date, or if no auction is held on the Interest Determination Date,
then the Treasury Rate will be the Bond Equivalent Yield on such Interest
Determination Date of Treasury bills having the Index Maturity set forth on
the face hereof as published in H.15(519) under the caption "U.S. Government
securities/Treasury bills/Secondary market" or, if not yet published by 3:00
p.m., New York City time, on the related Calculation Date, the rate on such
Interest Determination Date of such Treasury Bills as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of
displaying such rate, under the caption "U.S. Government securities/Treasury
bills/Secondary market."

                  If such rate is not published in H.15 (519), H.15 Daily
Update or another recognized electronic source, then the Calculation Agent
will determine the Treasury Rate to be the Bond Equivalent Yield of the
average of the secondary market bid rates, as of approximately 3:30 P.M., New
York City time, on the Interest Determination Date of three leading primary
United States government securities dealers for the issue of Treasury bills
with a remaining maturity closest to the Index Maturity set forth on the face
hereof. The Calculation Agent will select the three dealers referred to above.

                  If fewer than three dealers are quoting as described above,
the interest rate for the period commencing on the Interest Reset Date
following such Interest Determination Date will be the interest rate in effect
on such Interest Determination Date.

                  "Bond Equivalent Yield" means a yield (expressed as a
percentage) calculated in accordance with the following formula:

                  Bond Equivalent Yield        =   D     X     N       X  100
                                                   ------------------
                                                   360 - (D  x  M)


                                      17

<PAGE>

where "D" refers to the applicable per annum rate for Treasury bills quoted on
a bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the applicable Interest Reset Period.

                  Determination of CMT Rate. If the Base Rate set forth on the
face hereof is the CMT Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
CMT Rate and the Spread, Spread Multiplier, or other formula, if any, set
forth on the face hereof. Unless otherwise set forth on the face hereof, the
"CMT Rate" means, with respect to any Interest Determination Date pertaining
thereto, the rate displayed on the Designated CMT Telerate Page (as defined
below) under the caption ". . . Treasury Constant Maturities . . . Federal
Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.", under the
column for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7051 or any successor page, the rate on such
Interest Determination Date and (ii) if the Designated CMT Telerate Page is
7052 or any successor page, the rate for the weekly or the monthly average, as
applicable, ended immediately preceding the week or month in which the related
Interest Determination Date occurs. If such rate is no longer displayed on the
relevant page, or if not displayed by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the
interest rate for such Interest Determination Date shall be the rate for the
Designated CMT Maturity Index as published in H.15(519). If such rate is no
longer published, or if not published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the
interest rate for such Interest Determination Date shall be the rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines (with the concurrence of the
Company) to be comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in H.15(519). If such information is not provided
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the interest rate for such Interest
Determination Date shall be calculated by the Calculation Agent and shall be a
yield to maturity, based on the arithmetic average of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City time,
on such Interest Determination Date, reported by three leading primary United
States government securities dealers (each, a "Reference Dealer") in The City
of New York, for the most recently issued direct noncallable fixed rate
obligations of the United States ("U.S. Treasury Notes") with an original
maturity of approximately the Designated CMT Maturity Index and a remaining
term to maturity of not less than such Designated CMT Maturity Index minus one
year. The three Reference Dealers shall be determined by (i) the selection of
five Reference Dealers by the Calculation Agent (after consultation with the
Company) and (ii) the elimination of the Reference Dealers providing the
highest (or, in the event of equality, one of the highest) and the lowest (or,
in the event of equality, one of the lowest) quotations for such Interest
Determination Date. If the Calculation Agent cannot obtain three such U.S.
Treasury Note quotations, the interest rate for such Interest Determination
Date shall be calculated by the Calculation Agent and shall be a yield to
maturity based on the arithmetic average of the secondary market offer side
prices as of approximately 3:30 P.M., New York City time, on the


                                      18

<PAGE>

Interest Determination Date reported, according to their written records, by
three Reference Dealers in The City of New York, selected in the manner
described above, for U.S. Treasury Notes with an original maturity of the
number of years that is the next highest to the Designated CMT Maturity Index
and a remaining term to maturity closest to the Designated CMT Maturity Index,
which has an outstanding balance of at least $100 million. If only three or
four of such Reference Dealers are quoting as described above, then the
interest rate shall be based on the arithmetic average of the offer side
prices so obtained from all such Reference Dealers, without eliminating the
Reference Dealers providing the highest and the lowest of such quotes. If
fewer than three such Reference Dealers are quoting as described above, the
interest rate for the period commencing on the Interest Reset Date following
such Interest Determination Date will be the interest rate in effect on such
Interest Determination Date. If two such U.S. Treasury Notes have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the
quotes for the U.S. Treasury Note with the shorter remaining term to maturity
shall be used.

                 "Designated CMT Telerate Page" means the display on Telerate
        on the page set forth on the face hereof (or any other page as may
        replace such page on that service for the purpose of displaying
        treasury constant maturities as reported in H.15(519)). If no such page
        is so specified, the Designated CMT Telerate Page shall be 7052.

                 "Designated CMT Maturity Index" means the original period to
        maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20
        or 30 years) specified on the face hereof with respect to which the CMT
        Rate will be calculated. If no such maturity is so specified, the
        Designated CMT Maturity Index shall be two years.

                  Section 4. 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 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,


                                      19

<PAGE>

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 5. 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 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 6. Discount Securities. If this Security (such
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 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 all 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 at the time, 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


                                      20

<PAGE>

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 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 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. 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 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 is 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 representing such Security. In any exchange pursuant to this
paragraph, the Company will execute, and the Trustee, upon receipt of a
Company Order for the


                                      21

<PAGE>

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 Minimum Denomination specified on the face hereof) or
any amount in excess thereof which is an integral multiple of $1,000 (or such
Minimum Denomination) 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.


                                *  *  *  *  *


                                      22

<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 this 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.




                                      23

<PAGE>



                                  ABBREVIATIONS

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

                  TEN COM           -   as tenants in common
                  TEN ENT           -   as tenants by the entireties
                  JT TEN            -   as joint tenants with right of
                                        survivorship and not as tenants in
                                        common

                  UNIF GIFT MIN ACT -             CUSTODIAN
                                    --------------------------------------------
                                         (Cust.)                    (Minor)

                                           UNDER UNIFORM GIFTS TO MINORS ACT
                                       -----------------------------------------
                                                       (State)

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

                                            ---------------------
                                            FOR VALUE RECEIVED, the undersigned
                                            hereby sell(s), assign(s) and
                                            transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE

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

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


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





                                      24
</TEXT>
</DOCUMENT>
