<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>7
<FILENAME>a2026218zex-4_5.txt
<DESCRIPTION>EXHIBIT 4.5
<TEXT>

<PAGE>
                                                                     Exhibit 4.5
                                 [FACE OF NOTE]

CUSIP NO.

REGISTERED                                                           FACE AMOUNT
PRINCIPAL AMOUNT
No.  FL -


                        McCORMICK & COMPANY, INCORPORATED
                                MEDIUM-TERM NOTE
                              (SINGLE INDEXED 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.


<PAGE>

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

ORIGINAL ISSUE DATE:                                          OPTIONAL REPAYMENT DATE[S]:

STATED MATURITY DATE:

INITIAL INTEREST RATE:                                        OPTIONAL REDEMPTION:
                                                              / / YES   / / NO

BASE RATE:        INITIAL REDEMPTION DATE:
  If LIBOR:         / / LIBOR Telerate
                    / / LIBOR Reuters                         INITIAL REDEMPTION PERCENTAGE:
                    / / Other
                    Designated LIBOR Page:                    ANNUAL REDEMPTION PERCENTAGE
                                                              REDUCTION:
                    Designated LIBOR Currency:

INDEX MATURITY:                                               MINIMUM DENOMINATIONS:
                                                              / / $1,000
SPREAD (PLUS OR MINUS):                                       / / Other:

                                                              SPECIFIED CURRENCY:
SPREAD MULTIPLIER:                                            United States Dollars:
                                                              / / YES   / / NO
                                                              Foreign Currency:

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

SINKING FUND:                                                 EXCHANGE RATE AGENT:

MAXIMUM INTEREST RATE:

MINIMUM INTEREST RATE:

INTEREST DETERMINATION DATE:                                  ADDITIONAL AMOUNTS:

INTEREST RESET PERIOD:                                        DEFEASANCE:  / / YES  / / NO

INTEREST RESET DATES:                                         COVENANT DEFEASANCE:
                                                              / / YES  / / NO

                                             2
<PAGE>


INTEREST PAYMENT PERIOD:                                      INDEXED CURRENCY:
                                                              United States Dollars:
                                                              / / YES  / / NO

INTEREST PAYMENT DATES:                                       Foreign Currency:
                                                              PRINCIPAL FINANCIAL CENTER

REGULAR RECORD DATES:                                         BASE EXCHANGE RATE:

TOTAL AMOUNT OF OID:                                          DETERMINATION AGENT:

INITIAL ACCRUAL PERIOD OID:

YIELD TO MATURITY:                                            REFERENCE DEALERS:
                                                              1.
                                                                 -------
OTHER/DIFFERENT PROVISIONS:                                   2.
                                                                 -------
                                                              3.
                                                                 -------
</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 the 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 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 made available for payment;
provided, however, that the interest rate in effect for the ten days immediately
prior to the Maturity Date (as defined below) of this Security will be that in
effect on the tenth day preceding such date. 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 the Indexed Currency, as the case
may be, 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

                                            5
<PAGE>


excluding, the applicable Interest Payment Date or the Maturity Date, as the
case may be (each, an "Interest Period"). The interest 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 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 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 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, 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

                                            6
<PAGE>


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 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 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

                                            7
<PAGE>


governmental charge imposed upon payments will be borne by the Holders of the
Securities in respect of which such payments are made.

                  Interest on this Security, if any, will be computed on the
basis of a 360-day year of twelve 30-day months.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

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




                                            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. 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

                                          11
<PAGE>


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.

                  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 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.

                                         12
<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

                                         13
<PAGE>


used for the purpose of displaying such rate, under the caption "CDs
(secondary market)". 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 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.

                                         14
<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 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

                                         15
<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

                                         16
<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

                                         17
<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 above:

                  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 Yield Equivalent 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 Yield Equivalent 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)

                                         18
<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 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

                                         19
<PAGE>


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 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.

                                         20
<PAGE>


                  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 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 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

                                         21
<PAGE>


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 Denominations; 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 10. Registration of Transfer. As provided in the
Indenture and subject to certain limitations herein and therein set forth, the
transfer of this Security is registrable in the Security Register upon surrender
of this Security for registration of transfer at a Place of Payment for the
series of Securities of which this Security forms a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of like authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

                  If the registered owner of this Security is the Depository
(such a Security being referred to as a "Global Security"), and (i) the
Depository is at any time unwilling or unable to continue as depository and a
successor depository is not appointed by the Company within 90 days following
notice to the Company, or (ii) an Event of Default occurs, the Company will
issue Securities in certificated form in exchange for this Global Security. In
addition, the Company may at any time, and in its sole discretion, 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 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

                                         22
<PAGE>


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.

                                    * * * * *
                                         23
<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 the within
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 the within Security
                                    in every particular without alteration or
                                    enlargement or any change whatsoever.

                                         24
<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.


                                              25
</TEXT>
</DOCUMENT>
