<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>6
<FILENAME>a2026218zex-4_4.txt
<DESCRIPTION>EXHIBIT 4.4
<TEXT>

<PAGE>

                                                                     Exhibit 4.4
                                 [FACE OF NOTE]

CUSIP NO.

REGISTERED                                                           FACE AMOUNT
PRINCIPAL AMOUNT
No. FX -


                        McCORMICK & COMPANY, INCORPORATED
                                MEDIUM-TERM NOTE
                              (SINGLE INDEXED 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:                                 SINKING FUND:

ORIGINAL ISSUE DATE:                         OPTION TO ELECT REPAYMENT:
                                             / / YES   / / NO

STATED MATURITY DATE:

SPECIFIED CURRENCY:
United States Dollars:                       OPTIONAL REPAYMENT DATE[S]:
  / / YES   / / NO

Foreign Currency:
                                             MINIMUM DENOMINATIONS:
                                             / / $1,000
EXCHANGE RATE AGENT:                         / / Other:

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

INTEREST RATE:
                                             DEFEASANCE:  / / YES   / / NO

INDEXED CURRENCY:

United States Dollars: / / YES / / NO        COVENANT DEFEASANCE:
                                             / / YES  / / NO
Foreign Currency:
                                             TOTAL AMOUNT OF OID:

PRINCIPAL FINANCIAL CENTER:

BASE EXCHANGE RATE:                          YIELD TO MATURITY:

DETERMINATION AGENT:
                                             INITIAL ACCRUAL PERIOD OID:
REFERENCE DEALERS:
1. ___
2. ___
3. ___

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

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


                                       2
<PAGE>


OPTIONAL REDEMPTION:  / / YES   / / NO

INITIAL REDEMPTION DATE:

INITIAL REDEMPTION PERCENTAGE:

ANNUAL REDEMPTION PERCENTAGE REDUCTION:

OTHER/DIFFERENT PROVISIONS:
</TABLE>




                                       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, in the Specified
Currency on the Stated Maturity Date shown above (except to the extent redeemed
or repaid prior to the Stated Maturity Date), the principal sum of _______ (the
"Face Amount"), plus or minus an amount determined by the Determination Agent
specified above in accordance with the formula set forth below, and to pay
interest on the Face Amount as described below and on the reverse hereof.

                  If the Spot Rate exceeds or equals the Base Exchange Rate, the
principal amount of this Security payable on the Maturity Date (as defined
below) shall equal:


         Face Amount  +   (Face Amount  x      Spot Rate - Base Exchange Rate)
                                               ------------------------------
                                                      Base Exchange Rate

                  If the Base Exchange Rate exceeds the Spot Rate, the principal
amount of this Security payable on the Maturity Date shall equal:

         Face Amount  -  (Face Amount  x       Base Exchange Rate - Spot Rate)
                                               ------------------------------
                                                      Base Exchange Rate

; provided, however, that in no event shall such principal amount be less than
zero.

                  In making the above calculations, the (i) "Base Exchange Rate"
is the exchange rate specified as such above and (ii) "Spot Rate" is the rate at
which the Specified Currency can be exchanged for the Indexed Currency specified
above (such rate stated as units of Indexed Currency per unit of the Specified
Currency) as determined on the second Exchange Rate Day, as defined below, prior
to the Maturity Date (the "Determination Date") by the Determination Agent based
upon the arithmetic mean of the open market spot offer quotations for such
Indexed Currency (spot bid quotations for the Specified Currency) obtained by
the Determination Agent from the Reference Dealers specified above in The City
of New York at 11:00 A.M., New York City time, on the Determination Date, for an
amount of Indexed Currency equal to the Face Amount of this Security multiplied
by the Base Exchange Rate, in terms of the Specified Currency for settlement on
the Maturity Date. If such quotations from the Reference Dealers are not
available on the Determination Date due to circumstances beyond the control of
the Company or the Determination Agent, the Spot Rate will be determined on the
basis of the most recently available quotations from the Reference Dealers. If
any of the Reference Dealers shall be unwilling or unable to provide the
requested quotations, the Company may select other major money center bank or
banks in The City of New York, in consultation with the Determination Agent, to
act as Reference Dealer or Dealers in replacement therefor. In the absence of
manifest error, the determination by the Determination Agent of the Spot Rate
and the principal amount of this Security payable on the Maturity Date shall be
final and binding on the Company, the Trustee (referred to on the reverse
hereof) and the Holder (as defined below) of this Security.


                                       4
<PAGE>


                  "Exchange Rate Day" means any day which is a Business Day in
The City of New York and, if the Specified Currency or Indexed Currency is any
currency or currency unit other than U.S. dollars, in Principal Financial Center
of the country of such Specified Currency or Indexed Currency.

                  The Company shall pay interest on the Face Amount hereof at
the Interest Rate shown above from the Original Issue Date shown above or from
the most recent Interest Payment Date to which interest 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 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 or
the Indexed Currency, as the case may be, 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


                                       5
<PAGE>


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

                  Unless otherwise specified above, all payments in respect of
this Security will be made in U.S. dollars regardless of the Specified Currency
shown above unless the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent (referred to on the reverse hereof) will arrange to convert any such
amounts so payable in respect hereof into U.S. dollars in the manner described
on the reverse hereof; provided, however, that the Holder hereof may, if so
indicated above, elect to receive all or 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, 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 shall be deemed, immediately following such redenomination, to provide
for payment of that amount of


                                       6
<PAGE>


redenominated currency representing the amount of such obligations
immediately before such redenomination. Except as set forth above, 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.


                                       7
<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.













                                       8
<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


                           TRUSTEE'S CERTIFICATE  OF AUTHENTICATION

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

Dated:                             SUNTRUST BANK,
                                      as Trustee

                                          By:
                                             ---------------------------------
                                             Authorized Officer



                                       9
<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.


                                      10
<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.


                                      11
<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.


                                      12
<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.


                                      13
<PAGE>


                  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 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.

                                    * * * * *


                                      14
<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 the within 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, which will be
located initially at the office of the Trustee 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.



                                      15
<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.


                                      16
</TEXT>
</DOCUMENT>
