2002 McCORMICK MID-TERM INCENTIVE PLAN
 
 
ARTICLE I. ESTABLISHMENT:
 
On November 20, 2001, the Compensation Committee of the Board of Directors of
McCormick & Company, Incorporated (the "Company") approved and adopted a
mid-term incentive plan for executives as described herein, which plan shall
be known as the "2002 McCormick Mid-Term Incentive Plan" (the "Plan"). The
Plan shall be effective for all Performance Cycles (as defined below)
commencing on or after December 1, 2001, subject to its approval by the
stockholders of the Company. No payments shall be made pursuant to the Plan
until after the Plan has been approved by the stockholders of the Company.
 
ARTICLE II. PURPOSE:
 
The Plan is designed to reinforce key strategic objectives of the Company and
advance the interests of the Company's stockholders by attracting and
retaining key executives, and by rewarding such executives for taking actions
which increase sales growth and enhance shareholder return over three-year
periods ("Performance Cycles").
 
ARTICLE III. ADMINISTRATION:
 
3.1   COMPOSITION OF THE COMMITTEE:  The Plan shall be administered by the
      Compensation Committee of the Company's Board of Directors, or a
      successor committee (the "Committee"), which shall consist of members
      appointed from time to time by the Board of Directors and shall be
      comprised of not less than such number of directors as shall be
      required to permit the Plan to satisfy the requirements of the
      performance-based compensation exception to Section 162(m) of the
      Internal Revenue Code of 1986, as amended (the "Code").  The Committee
      administering the Plan shall be composed solely of "outside directors"
      within the meaning of Section 162(m) of the Code.
 
3.2   POWER AND AUTHORITY OF THE COMMITTEE:  The Committee shall have full
      power and authority, subject to all the applicable provisions of the
      Plan and applicable law, to: (a) establish, amend, suspend, terminate
      or waive such rules and regulations and appoint such agents as it deems
      necessary or advisable for the proper administration of the Plan; (b)
      construe, interpret and administer the Plan, and any instrument or
      agreement relating thereto, or to an Award (as defined below in Section
      3.4) made under the Plan; and (c) make all other determinations and
      take all other actions necessary or advisable for the administration
      of the Plan.  Unless otherwise expressly provided in the Plan, each
      determination made and each action taken by the Committee pursuant to
      the Plan, or any instrument or agreement relating thereto, or to an
      Award made under the Plan shall be
 
 
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      within the sole discretion of the Committee, may be made at any time
      and shall be final, binding and conclusive for all purposes on all
      persons, including, but not limited to, holders of Awards, and their
      legal representatives and beneficiaries, and employees of the Company
      or of any "Affiliate" of the Company.  For purposes of the Plan, and
      any instrument or agreement relating thereto, or to an Award made under
      the Plan, the term "Affiliate" shall mean any entity that, directly or
      indirectly, through one or more intermediaries, is controlled by the
      Company and any entity in which the Company has a significant equity
      interest, in each case as determined by the Committee in its sole
      discretion.
 
3.3   DELEGATION:  The Committee may delegate its powers and duties under the
      Plan to one or more officers of the Company or any Affiliate, or a
      committee of such officers, subject to such terms, conditions and
      limitations as the Committee may establish in its sole discretion;
      provided, however, that the Committee shall not delegate its power to
      (a) amend the Plan as provided in Article IX hereof, or (b) make
      determinations regarding Awards.
 
3.4   QUALIFIED PERFORMANCE-BASED COMPENSATION:  An opportunity to receive
      compensation pursuant to the Plan (hereinafter referred to as an
      "Award") is intended to be "qualified performance-based compensation"
      within the meaning of Section 162(m) of the Code. The following
      requirements shall apply to each Award made under the Plan:
 
      (a)   The Plan shall have been approved by the stockholders of the
            Company at the Company's 2002 annual meeting of stockholders.
 
      (b)   The right to receive payment pursuant to an Award shall be
            determined solely on account of the attainment of the
            pre-established objective performance goals selected by the
            Committee in connection with the grant of the Award.  Such goals
            shall be based on (i) cumulative consolidated net sales growth,
            and (ii) cumulative total shareholder return compared to
            pre-selected peer groups as described below in Article 5.2.
            While the amount of an Award may vary among Participants (as
            defined below in Article 4.2), the goals established by the
            Committee for an Award Cycle shall apply to all Participants in
            the same manner.
 
      (c)   The commencement date of each three-year Performance Cycle shall
            be determined by the Committee. New Performance  Cycles may be
            established by the Committee each year, or every second year, or
            at such other intervals as the Committee may deem appropriate.
 
      (d)   Not later than 90 days after the beginning of each Performance
            Cycle selected by the Committee, it shall: (i) designate the
            Performance Cycle and all Participants for such Performance
            Cycle; (ii) designate the Peer Group (as defined below in Article
            5.2(b)); and (iii) establish objective performance factors for
            all
 
 
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            Participants for that Performance Cycle on the basis of
            cumulative sales growth and total shareholder returns for the
            selected Peer Group.
 
      (e)   Following the close of each Performance Cycle and prior to
            payment of any amount to any Participant under the Plan, the
            Committee must certify the attainment of the performance  factors
            upon which any Awards to Participants for that Performance Cycle
            are to be based.
 
      (f)   The maximum amount which may be paid to any Participant pursuant to
            any Award with respect to any Performance Cycle shall not exceed the
            fair market value of one hundred  thousand (100,000) shares of the
            Common Stock of the Company, determined in the manner provided in
            Article 5.2 (b)(ii) for  determining "fair market value" at the end
            of the Performance Cycle.
 
      (g)   Each of the foregoing provisions, and all of the other terms and
            conditions of the Plan as it applies to any Award, shall be
            interpreted in such a fashion so as to qualify all compensation
            paid thereunder as "qualified performance-based compensation"
            within the meaning of Section 162(m) of the Code.
 
ARTICLE IV. ELIGIBILITY AND PARTICIPATION:
 
4.1   ELIGIBILITY: The Plan is unfunded and is maintained by the Company for
      a select group of senior executives. In order to be eligible to
      participate in the Plan, an employee of the Company or of its
      Affiliates must be selected by the Committee. In determining the
      employees who will participate in the Plan, the Committee may take into
      account the nature of the services rendered by the respective
      employees, their present and potential contributions to the success of
      the Company and such other factors as the Committee, in its sole
      discretion, shall deem relevant. A director of the Company or of an
      Affiliate who is not also an employee of the Company or an Affiliate
      shall not be eligible to participate in the Plan. No member of the
      Committee shall be eligible to participate in the Plan.
 
4.2   PARTICIPATION: The Committee shall determine the employees to be
      granted an Award, the amount of each Award, the time or times when
      Awards will be made, the period of time to be included in each
      Performance Cycle, and all other terms and conditions of each Award.
      The Awards need not be the same for all recipients of an Award (the
      "Participant") or for Participants similarly situated, except that the
      performance goals applicable to each Award shall be applied to all
      Participants for an Award Cycle in the same manner, as described below
      in Article 5.2. The Committee's decision to approve an Award to an
      employee in any year shall not require the Committee to approve a
      similar Award or any Award at all to that employee or any other
      employee or person at any future date. The Company and the Committee
      shall not have any obligation for uniformity of treatment of any
      person, including, but not limited to, Participants and their legal
      representatives and beneficiaries and employees of the Company or of
      any Affiliate.
 
 
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4.3   EMPLOYMENT: In the absence of any specific agreement to the contrary,
      no Award to a Participant under the Plan shall affect any right of the
      Company, or of any Affiliate of the Company, to terminate, with or
      without cause, the Participant's employment with the Company or any
      Affiliate at any time. Neither the establishment of the Plan, nor the
      granting of any Award hereunder, shall give any Participant (a) any
      rights to remain employed by the Company or any Affiliate; (b) any
      benefits not specifically provided for herein or in any Award granted
      hereunder; or (c) any rights to prevent the Company or any Affiliate
      from modifying, amending or terminating any of its other benefit plans
      of any nature whatsoever.
 
ARTICLE V. AWARDS:
 
5.1   GENERAL: The Committee shall determine the Award or Awards to be made
      to each Participant, and each Award shall be subject to the terms and
      conditions of the Plan. An Award shall be made solely in the form of a
      statement of a dollar amount based on attaining a specific targeted
      goal, subject to an increase in such amount for exceeding the targeted
      goal or a reduction for failing to meet the targeted goal but exceeding
      the minimum goal. Failure to attain the minimum goal causes the Award
      to be forfeited. Awards may be granted singly or in combination, or in
      addition to, in tandem with, or in substitution for, any grants or
      rights under any other employee or compensation plan of the Company or
      of any Affiliate.
 
5.2   AWARDS: Subject to the discretion of the Committee to reduce an Award,
      as provided below in Article 5.4, the payment to be made to a
      Participant on account of an Award shall be determined based on:
 
      (a)  Cumulative consolidated net sales growth of the Company during the
           Performance  Cycle (excluding the effects on sales growth of
           acquisitions and divestitures occurring during the Performance
           Cycle) compared to the objective set by the Committee for such
           sales growth at the commencement of the Performance Cycle; and
 
      (b)  Total shareholder return ranked against a peer group in the
           following manner:
 
           (i)   The Committee shall designate a number of companies listed on
                 the New York Stock Exchange or American Stock Exchange, or
                 quoted on NASDAQ, selected by the Committee in its sole
                 discretion as comparable to the Company (the "Peer Group").
                 In the event any Peer Group companies are not thereafter
                 listed on either the New York Stock Exchange or American
                 Stock Exchange, or quoted on NASDAQ, during the Performance
                 Cycle, such companies will drop out of the Peer Group, and
                 the size of the Peer Group shall be reduced accordingly.
 
 
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           (ii)  The Committee shall determine fair market value of a share
                 of the common stock of each company in the Peer Group, and
                 of the Company, as of the beginning and the end of the
                 Performance Cycle. For purposes of the Plan, "fair market
                 value" shall be: (a) the average of the closing price of a
                 company's common stock on the New York Stock Exchange or on
                 the American Stock Exchange for the ten trading days
                 designated by the Committee at the beginning and end of the
                 Performance Cycle; and (b) if the common stock is not listed
                 on the New York Stock Exchange or the American Stock
                 Exchange but is quoted on NASDAQ, the average of the last
                 sale (National Market System) or the average between the
                 highest bid and lowest asked prices for a share of common
                 stock (National List) as quoted on NASDAQ for the ten
                 trading days designated by the Committee at the beginning
                 and end of the Performance Cycle.
 
           (iii) Within thirty days after the end of any Performance Cycle,
                 the Committee shall calculate the total shareholder return
                 for each company remaining in the Peer Group and for the
                 Company. For purposes of the Plan, "total shareholder
                 return" shall be calculated as follows for each company in
                 the Peer Group and for the Company. The fair market value of
                 a share of common stock shall be determined for each Peer
                 Group company and the Company at the beginning of the
                 Performance Period (the "Beginning Value"). During the
                 Performance Cycle each dividend paid by any Peer Group
                 company and the Company on a share of common stock shall be
                 deemed invested in that company's common stock at the
                 closing price of such stock on the date the dividend was
                 paid. At the end of the Performance Cycle, the fair market
                 value of a share of common stock plus the fair market value
                 of any additional whole or fractional share of common stock
                 deemed purchased with dividends shall be determined for each
                 remaining Peer Group company and the Company (the "Ending
                 Value"). In the event of stock splits or other
                 recapitalizations (excepting stock repurchases or issuances
                 of new stock for acquisitions), the Committee shall make
                 such adjustment as it deems appropriate to maintain
                 comparability between the Beginning Value and Ending Value.
                 The percentage increase (or decrease) of Ending Value
                 compared to Beginning Value is the total shareholder return.
 
           (iv)  The Peer Group companies and the Company will be ranked
                 according to total shareholder return during the Performance
                 Cycle. The Committee will apply the Company's ranking, in
                 such manner as the Committee may determine for any
                 Performance Cycle,  to determine the amount of the Award for
                 each Participant.
 
5.3   PAYMENT OF AWARDS: Before payment of an Award, the Committee shall
      certify the amount of the Award. Payment of Awards shall be made solely
      in shares of the
 
 
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      Company's Common Stock. At the commencement of each Performance Cycle,
      potential Awards to be paid at the end of the Performance Cycle are
      expressed in dollars. At the end of each Performance Cycle, the cash
      amount of the Award is converted to shares of the Company's Common
      Stock based on the fair market value of such shares (as defined in
      Article 5.2(b)(ii) of the Plan) as of the end date of the Performance
      Cycle. The Award shares are not registered under the Securities Act of
      1933, as amended, or any state securities laws. The shares are
      therefore restricted and the certificates will bear a legend evidencing
      the restriction.
 
5.4   DISCRETIONARY REDUCTION: The Committee shall retain sole and full
      discretion to reduce, in whole or in part, the amount of any Award
      otherwise payable to any Participant under this Plan.
 
5.5   DELIVERY OF COMMON STOCK: Certificates for shares of Common Stock in
      the number that are determined by the Award amount will be delivered as
      soon as reasonably possible after the end of the Program Cycle. No
      fractional shares shall be delivered; any amount applicable to
      fractional shares will be credited to the amount of tax withholding due
      from a Participant. The Company shall have no liability to deliver any
      shares of Common Stock under the Program unless such delivery or
      distribution would comply with all applicable laws (including, without
      limitation, the requirements of the Securities Act of 1933, as
      amended), and the applicable requirements of any securities exchange or
      similar entity.
 
5.6   SHARE ADJUSTMENTS: In the event of any merger, consolidation,
      reorganization, stock split, stock dividend or other event affecting
      the Common Stock, an appropriate adjustment shall be made in the
      maximum number of shares specified in Article 3.4(f) which may be
      granted pursuant to an Award to any one Participant and the total
      number of shares available for Awards and in all other provisions of
      the Plan that include a reference to a number of shares, and in the
      numbers of shares covered by, and other terms and provisions of,
      outstanding Awards. The foregoing adjustments and the manner of
      application of the foregoing provisions shall be determined by the
      Committee in its sole discretion.
 
5.7   EARLY DISTRIBUTION OF BENEFITS: Notwithstanding any provision of
      the Plan to the contrary, the Committee, in its sole discretion, may
      authorize payment of an Award to a Participant in advance of the end of
      a Performance Cycle in any amount up to the full amount of the Award
      that would have been paid to the Participant at the end of the
      Performance Cycle upon attainment of the target goal for that
      Performance Cycle in any circumstance that, under section 162 of the
      Code and the regulations thereunder, would not disqualify the Plan as a
      performance-based compensation plan by reason of the exercise of such
      discretion by the Committee.
 
 
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ARTICLE VI. TERMINATION OF EMPLOYMENT:
 
   In the event of the retirement, disability, or death of a Participant, or
in the event of an involuntary termination of a Participant's employment with
the Company or an Affiliate for reasons other than "Cause", prior to the end
of a Performance Cycle, an Award will be paid to the Participant based on a
pro rata adjustment of the target amount, adjusted for actual performance as
of the date of termination of employment. In the event of an involuntary
termination for "Cause" or a voluntary termination by the Participant prior
to the end of a Performance Cycle, all benefits under the Plan will be
forfeited by the Participant. For purposes of this Plan, "Cause" means any
willful and continuous failure by the Employee to substantially perform his
duties with the Company (unless the failure to perform is due to the
Employee's Disability) or any willful misconduct or gross negligence by the
Employee which results in material economic harm to the Company, or any
conviction of the Employee of a felony. No act or failure to act shall be
considered "willful" for purposes of this definition if the Employee
reasonably believed in good faith that such act or failure to act was in, or
not opposed to, the best interests of the Company. In the event of a willful
and continuous failure by the Employee to substantially perform his duties,
the Company shall notify the Employee in writing of such failure to perform
and the Employee shall have a period of thirty (30) days after such notice to
resume substantial performance of his duties.
 
ARTICLE VII. NON-TRANSFERABILITY:
 
   Except as may otherwise be permitted by the Committee, no Award shall be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of
during the time in which the requirement of attainment of performance
objectives has not been achieved. Each Award shall be paid during the
Participant's lifetime only to the Participant or, if permissible under
applicable law, to the Participant's legal representatives.
 
ARTICLE VIII. TAXES:
 
   In order to comply with all applicable federal or state income, social
security, payroll, withholding or other tax laws or regulations, the Company
may take such action, and may require a Participant to take such action, as
it deems appropriate to ensure that all applicable federal or state income,
social security, payroll, withholding or other taxes, which are the sole and
absolute responsibility of the Participant,  are withheld or collected from
such Participant.
 
ARTICLE IX. AMENDMENT AND TERMINATION:
 
9.1   AMENDMENTS TO AND TERMINATION OF PLAN: Except to the extent prohibited
      by applicable law and unless otherwise expressly provided in the Plan,
      the Committee may amend, alter, suspend, discontinue or terminate the
      Plan; provided, however, that notwithstanding any other provision of
      the Plan, without the approval of the stockholders of the Company, no
      such amendment, alteration, suspension, discontinuation or termination
      shall be made
 
 
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      that, absent such approval, would cause any compensation paid pursuant
      to any Award granted pursuant to the Plan to no longer qualify as
      "qualified performance-based compensation" within the meaning of
      Section 162(m) of the Code.
 
9.2   CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES: Except to the
      extent prohibited by applicable law and unless otherwise expressly
      provided in the Plan, the Committee may correct any defect, supply any
      omission or reconcile any inconsistency in the Plan, and Award in the
      manner and to the extent it shall deem desirable to carry the Plan into
      effect.
 
 
ARTICLE X. MISCELLANEOUS:
 
10.1  GOVERNING LAW: The Plan shall be governed by and construed in
      accordance with the laws of the State of Maryland.
 
10.2  SEVERABILITY: If any provision of the Plan or any Award is or becomes
      or is deemed to be invalid, illegal or unenforceable in any
      jurisdiction or would disqualify the Plan, or any Award under any law
      deemed applicable by the Committee, such provision shall be construed
      or deemed amended to conform to applicable laws, or if it cannot be so
      construed or deemed amended without, in the determination of the
      Committee, materially altering the purpose or intent of the Plan, or
      the Award, such provision shall be stricken as to such jurisdiction,
      and the remainder of the Plan, or any such Award, shall remain in full
      force and effect.
 
10.3  NO TRUST OR FUND CREATED: Neither the Plan nor any Award shall create
      or be construed to create a trust or separate fund of any kind or a
      fiduciary relationship between the Company or any Affiliate and a
      Participant or any other person. To the extent that any person acquires
      a right to receive payments from the Company or any Affiliate pursuant
      to an Award, such right shall be no greater than the right of any
      unsecured general creditor of the Company or of any Affiliate.
 
10.4  NATURE OF PAYMENTS: Any and all payments pursuant to any Award granted
      hereunder shall constitute special incentive payments to the
      Participant, and, except as hereinafter provided, such payments shall
      not be taken into account in computing the amount of the Participant's
      remuneration for purposes of determining the amount of any benefit
      payable to or with respect to the Participant under any employee
      pension benefit plan or employee welfare benefit plan (as those terms
      are defined in Section 3 of ERISA) or under the supplemental executive
      retirement plan or in any agreement between the Company (or any
      Affiliate) and the Participant to provide similar benefits.
 
10.5  NO ILLEGAL TRANSACTIONS: The Plan and any Award granted hereunder are
      subject to all laws and regulations of any governmental authority which
      may be applicable thereto; and, notwithstanding any provision of the
      Plan or any Award, Participants shall not be entitled to receive the
      benefit of any Award, and the Company and any Affiliate shall not be
 
 
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      obligated to pay any such benefits to a Participant, if such receipt or
      payment of benefits would constitute a violation by the Participant or
      the Company or any Affiliate of any provision of any such law or
      regulation.
 
10.6  HEADINGS: Headings are given to the Articles and sections of the Plan
      solely as a convenience to facilitate reference. Such headings shall
      not be deemed in any way material or relevant to the construction or
      interpretation of the Plan or any provision.
 
 
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