McCormick & Company, Incorporated



                                Medium Term Notes



                                 TERMS AGREEMENT







                                                                January 26, 2001





Goldman, Sachs & Co.

Banc of America Securities LLC

Credit Suisse First Boston Corporation

SunTrust Equitable Securities, Inc.

Wachovia Securities, Inc.



c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004



Ladies and Gentlemen:



         McCormick & Company, Incorporated (the "Company") proposes, subject to

the terms and conditions stated herein and in the Distribution Agreement, dated

January 23, 2001 (the "Distribution Agreement"), between the Company on the one

hand and Goldman, Sachs & Co. ("Goldman") on the other, to issue and sell to

Goldman, Banc of America Securities LLC, Credit Suisse First Boston Corporation,

SunTrust Equitable Securities, Inc. and Wachovia Securities, Inc. (each an

"Agent", collectively, the "Additional Agents" and, together with Goldman, the

"Agents" ) the securities specified in the Schedules hereto (the "Purchased

Securities"). Each of the provisions of the Distribution Agreement (except to

the extent that such provisions apply to Securities (as defined in the

Distribution Agreement) other than the Purchased Securities) is incorporated

herein by reference in its entirety, and shall be deemed to be part of this

Terms Agreement to the same extent as if such provisions had been set forth in

full herein. Nothing contained herein or in the Distribution Agreement shall

make any party hereto an agent of the Company or make such party subject to the

provisions therein relating to Securities (other than the Purchased Securities)

from the Company, solely by virtue of its execution of this Terms Agreement.

Each of the representations and warranties set forth in the Distribution

Agreement shall be deemed to have been made at and as of the date of this Terms

Agreement, except that each representation and warranty in Section 1 of the

Distribution Agreement which makes reference to the Prospectus (as therein

defined) shall be deemed to be a representation and warranty as of the date of

the Distribution Agreement in relation to the Prospectus, and also a

representation and warranty as of the date of this Terms Agreement in relation

to the Prospectus as amended and supplemented to relate to the Purchased

Securities.



         An amendment to the Registration Statement (as defined in the

Distribution Agreement), or a supplement to the Prospectus, as the case may be,

relating to the Purchased Securities, in the form





{PAGE}





heretofore delivered to you is now proposed to be filed with the Commission (as

defined in the Distribution Agreement).



         The Company hereby appoints each of the Additional Agents as an agent

under the Distribution Agreement in connection with the purchase as principal by

it of the amount of the Purchased Securities set forth opposite its name below.

The Company agrees that, with respect to the Purchased Securities, each

Additional Agent, as the Company's agent, shall be entitled to the benefit of

the representations and warranties, agreements and indemnities (including

contribution) by the Company in favor of Goldman set forth in the Distribution

Agreement to the same extent as if each of the Additional Agents were named

agents thereunder.



         Subject to the terms and conditions set forth herein and in the

Distribution Agreement incorporated herein by reference, the Company agrees to

issue and sell to the Agents and each of the Agents severally agrees to purchase

from the Company the Purchased Securities, at the time and place and at the

purchase price set forth in the Schedules hereto and in the respective principal

amount set forth below opposite its name:



{TABLE}

{CAPTION}





                                                                              Principal amount purchased

Name of each Agent                                                                   by each Agent

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

{S}                                                           {C}                                {C}

                                                                    6.4% Notes due                     6.8% Notes due

                                                                   February 1, 2006                   February 1, 2008



Goldman, Sachs & Co.                                                  $85,500,000                        $85,500,000

Banc of America Securities LLC                                        $37,500,000                        $37,500,000

Credit Suisse First Boston Corporation                                 $9,000,000                         $9,000,000

SunTrust Equitable Securities, Inc.                                    $9,000,000                         $9,000,000

Wachovia Securities, Inc.                                              $9,000,000                         $9,000,000

Total                                                                $150,000,000                       $150,000,000



{/TABLE}



               If any Agent shall default in its obligation to purchase the

Purchased Securities which it has agreed to purchase hereunder (a "Defaulting

Agent"), Goldman may in its discretion arrange for itself or another party or

other parties to purchase such Purchased Securities on the terms contained

herein. If within thirty-six hours after such default, Goldman does not arrange

for the purchase of such Purchased Securities, then the Company shall be

entitled to a further period of thirty-six hours within which to procure another

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