PROPOSAL TWO
2007 EMPLOYEES STOCK PURCHASE PLAN

     Since 1966 it has been the policy of the Company to make available to virtually all of its employees the opportunity to purchase shares of the Company’s stock through employees stock purchase plans. Since the Board of Directors believes that these plans have been successful in achieving their purposes, a new employees stock purchase plan is being submitted to the stockholders at this time.

     On January 23, 2007, the Board of Directors adopted the “2007 Employees Stock Purchase Plan,” (the “ESPP”) which is designed to meet the requirements of the Internal Revenue Code of 1986, as amended (the “Code”) for employee stock purchase plans. The following is a summary of the principal features of the ESPP. This summary is qualified in its entirety by the more detailed terms and conditions of the ESPP, a copy of which is attached as Exhibit A to this proxy statement. If the ESPP is not approved by the required vote of stockholders by January 23, 2008, it will terminate. The Company intends to file a registration statement under the Securities Act of 1933, as amended, to register the shares to be issued pursuant to the exercise of options granted under the ESPP.

     Participation in the ESPP is limited to persons who on April 2, 2007 are employees of the Company and designated subsidiaries and, with stated exceptions, all such employees are eligible to participate. It is estimated that approximately 4,500 employees will be eligible to participate in the ESPP.

     Under the ESPP, options are to be granted on April 2, 2007 to each eligible employee to purchase as many shares of Common Stock Non-Voting of the Company as can be purchased with approximately 10% of each employee’s annual base pay. Each eligible employee may elect to purchase all or a portion of such shares. Failure to make such election by April 30, 2007 will result in termination of the option.

     The purchase price per share is the closing price of the Company’s Common Stock Non-Voting on the New York Stock Exchange for either April 2, 2007 or for the date of exercise, whichever price is lower. Payment for all shares purchased will be made through payroll deductions over a 24-month period beginning on the first pay date in June 2007. After payroll deductions have begun, an employee can exercise his or her option for the number of shares that may then be purchased at the purchase price with all or part of the amount (excluding interest) then credited to his or her account, withdraw in cash any amount that remains credited in such account after such purchase, and terminate his or her option to purchase any additional shares under the ESPP. Interest on all such amounts will accrue at the rate of 2% per year, and will be paid to the employees after completion of payment for their shares or upon prior withdrawal from the ESPP.

     Subject to certain limitations set forth in the ESPP, employees are permitted, at any time prior to May 31, 2009, to terminate their payroll deductions, to reduce the number of shares they are purchasing, to exercise their options in part, or to withdraw all or part of the balance in their accounts, with interest.

     The ESPP also contains provisions governing the rights and privileges of employees or their representatives in the event of termination of employment, retirement, severance, lay-off, disability, death or other events. Shares purchased under the ESPP will be delivered as soon as practicable after May 31, 2009, or on such earlier date as the employee elects to purchase. No employee or his or her legal representative will have any rights as a stockholder with respect to any shares to be purchased until the purchase price for the shares has been paid in full and the shares have been issued.

     The ESPP contemplates that all funds paid by employees will be under the control of the Company and may be used for any corporate purpose.

     The Management Committee (comprised of a limited number of our senior officers), or such other employee(s) as they may designate, will be responsible for the administration of the ESPP. The determinations of the plan administrator with respect to any questions arising under the ESPP will be final and binding.

     U.S. Federal Income Tax Consequences. The Company has been advised by counsel that participants will not recognize income for federal income tax purposes upon the grant of options under the ESPP and that if a participant acquires shares upon the exercise of an option under the ESPP, under U.S. tax law, the participant will not recognize income, and the Company will not be allowed a deduction as a result of such exercise, if the following conditions are met: (i) the ESPP is approved by the stockholders of the Company on or before January 23, 2008; (ii) at all times during the period beginning with the grant of the option and ending on the day three months before the date of such

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exercise, the participant was an employee of the Company or subsidiary of the Company; and (iii) the participant does not dispose of the shares within two years after the grant of the option or within one year after the transfer of the shares to the participant. If the participant disposes of such shares after compliance with the conditions set forth above, any amount realized over the price paid for the shares will be treated as long-term capital gain, and any loss will be treated as long-term capital loss, in the year of the disposition. If the conditions in clauses (i) and (ii) are not met, the participant will, upon the exercise of the option, recognize compensation income equal to the excess (if any) of the value of the shares on the exercise date over the purchase price. If the conditions in clauses (i) and (ii) are met, but the condition in clause (iii) is not met, the participant will, upon disposition of the shares, recognize compensation income equal to the excess of the value of the shares on the exercise date over the purchase price, and any additional gain that the participant realizes on the disposition of the shares will be treated as capital gain. In general, compensation income will be subject to income tax at regular income tax rates. If the participant is treated as having received compensation income, the Company or a subsidiary of the Company generally will be allowed a deduction in the same amount.

     The Company has been further advised by counsel that the interest accrued on an employee’s stock purchase account will be taxable income to such employee and a corresponding deduction will be allowed to the Company or a subsidiary of the Company.

     The following table shows the estimated maximum number of shares of Common Stock Non-Voting that each listed person, and each listed group, will be entitled to acquire in accordance with the provisions of the ESPP (based on the stock price in effect on January 31, 2007 of $39.04). The dollar value represents the amount of base pay that may be used to acquire shares under the ESPP. The number of shares represents the maximum number of shares of Common Stock Non-Voting which may be purchased by such individual or group at the January 31, 2007 stock price with the dollar value.

NEW PLAN BENEFITS - 2007 EMPLOYEES STOCK PURCHASE PLAN

Name and Position			Value of Shares (1) ($)		Number of Shares (1) (#)
Robert J. Lawless			not eligible to		not eligible to
Chairman of the Board & Chief Executive Officer			participate (2)		participate (2)
Francis A. Contino			$50,000		1,280
Executive Vice President- Strategic Planning & Chief Financial Officer
Alan D. Wilson			$50,000		1,280
President and Chief Operating Officer
Mark T. Timbie			$45,000		1,153
President – North American Consumer Foods
Lawrence E. Kurzius			$38,000		974
President – Europe, Middle East & Africa
Executive Officer Group (10 persons)			$334,671		8,574
Non-Executive Director Group (8 persons)			not eligible to		not eligible to
			participate		participate
Non-Executive Officer/Employee Group			$26,465,329		677,902
(approximately 4,500 persons)

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(1)		The maximum dollar value under the ESPP for any participant is $50,000.
(2)		Mr. Lawless is not eligible to participate in the ESPP because his ownership of Common Stock of the Company, including shares subject to options issued to Mr. Lawless, exceeds 5% of the outstanding voting shares.

     The ESPP provides that a maximum of 700,000 shares of the Company’s Common Stock Non-Voting may be issued under the ESPP. Based on the closing price of the shares of the Company’s Common Stock Non-Voting on January 31, 2007, it is estimated that this will be sufficient to allow each eligible employee to elect to purchase the full number of shares covered by the options granted. On the basis of the closing price of the shares of the Company’s

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Common Stock Non-Voting on January 31, 2007, it is estimated that a maximum of 686,476 shares will be required if each eligible employee elects to participate to the full extent of his or her option. The ESPP provides for adjustments in the case of certain changes in the Company’s capital structure.

     Required Vote of Stockholders. The affirmative vote of a majority of all votes cast by holders of the shares of Common Stock of McCormick present in person or by proxy at a meeting at which a quorum is present is required to approve the 2007 ESPP.

     The Board of Directors recommends that stockholders vote FOR the approval of the ESPP.

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REPORT OF AUDIT COMMITTEE AND
FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Audit Committee

     The responsibilities of the Audit Committee are defined in a charter, which has been approved by the Board of Directors of McCormick. The Committee’s Charter is available at McCormick’s website at www.mccormick.com under “Our Company — Investors” and then “Board Committee Charters.” Among other things, the Charter charges the Committee with the responsibility for reviewing McCormick’s audited financial statements and the financial reporting process. In carrying out that responsibility, the Committee has reviewed and discussed McCormick’s audited financial statements with management, and it has discussed the matters which are required to be discussed by Statement on Auditing Standards No. 61, as amended by Statement on Auditing Standards No. 90 (Communication with Audit Committees), with McCormick’s Independent Registered Public Accounting Firm. In addition, the Committee has reviewed the written disclosures required by Independence Standards Board Standard No. 1, which were received from McCormick’s Independent Registered Public Accounting Firm, and has discussed the Independent Registered Public Accounting Firm’s independence with them. The Audit Committee has reviewed the fees of the Independent Registered Public Accounting Firm for non-audit services and believes that such fees are compatible with the independence of the Independent Registered Public Accounting Firm.

     Based on these reviews and discussions, the Committee recommended to the Board of Directors that McCormick’s audited financial statements be included in McCormick’s Annual Report on Form 10-K for McCormick’s fiscal year ended November 30, 2006.

     The members of the Audit Committee are “independent” pursuant to the requirements of McCormick’s Corporate Governance Guidelines, the NYSE’s Listing Standards and applicable SEC rules.

	Audit Committee
	James T. Brady, Chairman
	J. Michael Fitzpatrick
	Michael D. Mangan

Fees of Independent Registered Public Accounting Firm

Audit Fees

     The audit fees billed for professional services rendered by Ernst & Young LLP for the audit of McCormick’s annual financial statements for the most recent fiscal year and the review of the financial statements included in McCormick’s Quarterly Reports on Form 10-Q for the most recent fiscal year were $4.1 million. For the 2005 fiscal year, such fees were $4.1 million.

Audit Related Fees

     The aggregate fees billed for all audit related services rendered by Ernst & Young LLP for the most recent fiscal year were approximately $1,000,000, and for the 2005 fiscal year were approximately $900,000. Audit related services principally include due diligence in connection with acquisitions, accounting consultations, audits and consultations in connection with dispositions, assistance with internal control documentation and information systems audits. McCormick discontinued utilizing its Ernst & Young LLP as its internal auditors in July of 2002.

Tax Fees

     The aggregate fees billed for all tax services rendered by Ernst & Young LLP for the most recent fiscal year were approximately $500,000, and for the 2005 fiscal year were approximately $300,000. Tax services principally include tax compliance, tax advice and tax planning (including expatriate tax services).

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All Other Fees

     No other professional services were rendered or fees billed by Ernst & Young LLP for the most recent fiscal year or for the 2005 fiscal year.

     The Audit Committee has adopted policies and procedures for the pre-approval of the above fees. All requests for services to be provided by Ernst & Young LLP are submitted to the Manager of Internal Audit, who subsequently requests pre-approval from the Audit Committee Chairman. Requests for services in excess of $250,000 require pre-approval from the entire Audit Committee. A schedule of approved services is then reviewed and approved by the entire Audit Committee at each Audit Committee meeting.

PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Board of Directors has ratified and affirmed the Audit Committee’s appointment of the accounting firm of Ernst & Young LLP to serve as the Independent Registered Public Accounting Firm of McCormick for the current fiscal year subject to ratification by the stockholders of McCormick. Ernst & Young LLP were first appointed to serve as the Independent Registered Public Accounting Firm of McCormick in 1982 and are considered by the Audit Committee and the management of McCormick to be well qualified.

     Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

     Although stockholder ratification is not required, the appointment of Ernst & Young LLP is being submitted for ratification as a matter of good corporate practice with a view towards soliciting stockholders’ opinions which the Audit Committee will take into consideration in future deliberations. If Ernst & Young LLP’s selection is not ratified at the Annual Meeting of Stockholders, the Audit Committee will reconsider whether to retain Ernst & Young LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of McCormick and its stockholders.

     Required Vote of Stockholders. The affirmative vote of at least a majority of the votes cast is required to ratify the appointment of Ernst & Young LLP as McCormick’s independent registered public accounting firm.

     The Board of Directors recommends that stockholders vote FOR ratification.

OTHER MATTERS

     Management knows of no other matters that may be presented for consideration at the meeting. However, if any other matters properly come before the meeting, it is the intention of the persons named in the proxy to vote such proxy in accordance with their judgment on such matters.

VOTING PROCEDURES

     The affirmative vote of a majority of all votes cast at a meeting at which a quorum is present is required for the election of each nominee, the approval of the 2007 ESPP and the ratification of the appointment of Ernst & Young LLP as McCormick’s independent registered public accounting firm. Abstentions are not counted in the number of votes cast and will have no effect on the results of the vote.

     Under current NYSE rules, the proposals to elect directors and to ratify the appointment of independent auditors are considered “discretionary” items. This means that brokerage firms may vote in their discretion on these matters on behalf of clients who have not furnished voting instructions at least 15 days before the date of the Annual Stockholders’ Meeting. In contrast, the proposal to approve the 2007 ESPP is a “non-discretionary” item.

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This means brokerage firms that have not received voting instructions from their clients on these matters may not vote on this proposal. These so-called “broker non-votes” will not be considered in determining the number of votes necessary for approval and, therefore, will have no effect on the outcome of the vote for this proposal.

HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS

     Pursuant to SEC rules, McCormick intends to send a single annual report and proxy statement to any household where two or more stockholders reside unless it has received contrary instructions from the stockholders. This rule benefits both stockholders and McCormick. It eliminates unnecessary mailings delivered to your home and helps to reduce McCormick’s expenses. Each stockholder will continue to receive a separate proxy card.

     If your household receives a single set of disclosure documents for this year, and you would prefer to receive the duplicate copy, please contact McCormick’s transfer agent, Wells Fargo Bank, N.A., by calling their toll-free number, 800-468-9716 or writing the transfer agent at P.O. Box 64854, St. Paul, MN 55164-0854. McCormick will provide you with a duplicate copy promptly. If you share an address with another Company stockholder and you would prefer to receive a separate set of annual disclosure documents in the future or both of you would prefer to receive only a single set of McCormick’s annual disclosure documents, please contact McCormick’s transfer agent at the same telephone number or address.

STOCKHOLDER PROPOSALS FOR 2008 ANNUAL MEETING

     Proposals of stockholders to be presented at the 2008 Annual Meeting must be received by the Secretary of McCormick on or before October 19, 2007 to be considered for inclusion in the 2008 proxy material. Stockholders wishing to submit proposals or director nominations that are not to be included in such proxy statement material must deliver notice to the Secretary at the principal executive offices of McCormick not later than the close of business on the sixtieth day nor earlier than the close of business on the ninetieth day prior to the first anniversary of the preceding year’s annual meeting. Stockholders are also advised to review McCormick’s By-Laws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations.

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Exhibit A

McCORMICK & COMPANY, INCORPORATED
2007 EMPLOYEES STOCK PURCHASE PLAN

Section 1 - Purpose

     The purpose of this Plan is to afford to employees of McCormick & Company, Incorporated (the “Company”) and its wholly-owned U.S., Canadian, and U.K. subsidiaries whose participation in this Plan has been approved by the Company an opportunity to purchase shares of the Company’s Common Stock Non-Voting pursuant to options granted pursuant to the terms of this Plan. For purposes of this Plan, the term “subsidiary” refers to a subsidiary corporation of the Company, as determined in accordance with Section 424(f) of the Internal Revenue Code, except to the extent that the Plan explicitly provides otherwise (as in the preceding sentence, which refers only to certain “wholly-owned” subsidiaries).

Section 2 - Number of Shares Offered

     Except as provided in Section 17 hereof, a maximum of 700,000 shares of the Company’s Common Stock Non-Voting may be issued under this Plan.

Section 3 - Eligible Employees

     All persons who on April 2, 2007, are employees of the Company and participating subsidiaries will be eligible to participate in this Plan, except for the following who shall not be eligible:

	(a)		Any employee whose customary employment as of April 2, 2007, is less than 16 hours per week or for not more than 5 months during the calendar year;
	(b)		Any employee who, immediately after April 2, 2007, is considered to own (under Internal Revenue Code Sections 423(b)(3) and 424(d)) stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of any subsidiary; and
	(c)		Any employee residing in a jurisdiction where the offer or sale of the shares provided by this Plan is not authorized or permitted by applicable law.

Section 4 - Effective Date

     Options to purchase shares of the Company’s Common Stock Non-Voting are granted under this Plan as of April 2, 2007, subject to the approval of this Plan by the stockholders of the Company within 12 months of the adoption of this Plan by the Board of Directors of the Company.

Section 5 - Purchase Price

     The purchase price for all shares purchased under this Plan shall be the closing price of the Company’s Common Stock Non-Voting on the New York Stock Exchange either:

      (a)      On April 2, 2007 (which is the date of the grant), or

      (b)      On the date such option is exercised,

      whichever price is lower.

Section 6 - Number of Shares Purchasable

     Each eligible employee is, by the terms of this Plan, granted an option to purchase a maximum number of shares of Common Stock Non-Voting of the Company (increased by any fractional amount required to make a whole share) which, at the purchase price determined in accordance with Section 5(a) hereof, equals 10% of his compensation for one year, as defined below. Notwithstanding any other provision of this Plan, no employee may elect to purchase less than ten shares nor may any option be exercised for less than ten shares (unless the option is being exercised for all of the shares then remaining under the option).

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     Such compensation for one year shall be deemed to be the base wage paid to such employee by the Company. The base wage for such employee shall be computed as follows:

	(a)		If on April 2, 2007, the employee is paid on an hourly basis, the straight-line hourly base wage rate of such employee in effect on April 2, 2007, multiplied by (i) 2080 hours (40 hours per week multiplied by 52 weeks), or (ii) such other number as the Company determines to constitute the number of hours in a normal work year for such employee; or
	(b)		If, on April 2, 2007, the employee is paid on a salaried basis, the annual salary of such employee in effect on April 2, 2007.

     Notwithstanding the foregoing, no employee shall be granted an option hereunder that permits such employee a right to purchase stock under this Plan and under all other employee stock purchase plans (within the meaning of Section 423(b) of the Internal Revenue Code) of the Company and its subsidiaries to accrue at a rate that exceeds $25,000 of the fair market value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time.

Section 7 - Election to Purchase and Payroll Deduction

     No later than April 30, 2007, an eligible employee may elect to purchase all or part of the shares he is entitled to purchase under Section 6 hereof. Such election shall be made by the execution and delivery to the Company, or the subsidiary that employs him, of an approved written form authorizing uniform periodic payroll deductions over a two-year period beginning with the employee’s first pay date in June, 2007, in such amounts as will in the aggregate (exclusive of interest which, it is contemplated, will be paid to the employee at the end of such period) equal the total option price for all of the shares covered by the eligible employee’s election to purchase. If an eligible employee fails to make such an election by April 30, 2007, the option provided to him by this Plan shall terminate on that date. To the extent permitted by Section 11 hereof, an eligible employee may elect to make periodic cash payments for the shares that he is entitled to purchase under Section 6 hereof.

Section 8 - Interest on Payroll Deductions

     The Company and its participating subsidiaries shall maintain a record of the amounts credited to each eligible employee authorizing a payroll deduction pursuant to Section 7 hereof. Beginning with the employee’s first pay date in June 2007, interest shall accrue on the average balance of such deductions during the period of this Plan at the rate of 2% per year. Such interest shall be payable to the employee on or about May 31, 2009, or at such earlier time as said employee (a) for any reason terminates his election to purchase shares under this Plan, or (b) exercises his option in accordance with Section 9(a) hereof.

Section 9 - Change in Election to Purchase

     An employee may, at any time prior to May 31, 2009, by written notice to the Company (or to the participating subsidiary that employs him), direct the Company or such subsidiary to cease payroll deductions (or, if the payment for shares is being made through periodic cash payments permitted by Section 11 hereof, notify the Company or the subsidiary that such payments will be terminated) or withdraw part or all of the amount then credited to his account, in accordance with the following alternatives:

	(a)		Exercise his option to purchase the number of shares that may then be purchased at the purchase price specified in Section 5 hereof with all or part of the amount (excluding interest) then credited to his account, withdraw in cash any amount (including interest) that remains credited to his account after such purchase, and terminate his option to purchase any additional shares under this Plan; or
	(b)		Withdraw the amount (including interest) then credited to his account and terminate his option to purchase shares under this Plan.

     An employee may make only one withdrawal of all or part of the amount (including interest) then credited to his account. Once a withdrawal is made, no further payroll deductions will be taken.

     Any reduction made in the number of shares subject to an option to purchase is subject to the provisions of Section 6 hereof and shall be permanent.

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Section 10 – Retirement, Voluntary Termination of Employment or Discharge

     If an eligible employee leaves the employ of the Company or a participating subsidiary, by retirement, voluntary termination of employment, or discharge, prior to May 31, 2009, he may elect, no later than 10 days after his retirement, voluntary termination of employment, or discharge, to:

	(a)		Exercise his option to purchase the number of shares that may then be purchased at the purchase price specified in Section 5 hereof with all or part of the amount (excluding interest) then credited to his account, withdraw in cash the amount (including interest) that remains credited to his account after such purchase, and terminate his option to purchase any additional shares under this Plan; or
	(b)		Withdraw in cash the amount (including interest) then credited to his account and terminate his option to purchase shares under this Plan.

     If the employee fails to make such election within 10 days after his retirement, voluntary termination of employment or discharge, he shall be deemed to have elected to make a cash withdrawal in accordance with Section 10(b) hereof.

Section 11 - Lay-Off, Authorized Leave of Absence or Disability

     If an eligible employee is absent from work due to lay-off, authorized leave of absence or disability, payroll deductions for any shares for which such employee has an option to purchase may be suspended during such period of absence, and the employee may elect to make periodic cash payments for such shares during his period of absence.

     If such employee returns to active service prior to May 31, 2009, his payroll deductions shall resume, and if said employee did not make periodic cash payments during his period of absence, he shall, by written notice to the Company or participating subsidiary within 10 days after his return to active service, but not later than May 31, 2009, elect:

	(a)		To make an immediate cash payment sufficient to eliminate any deficiency in the amount then credited to his account (excluding interest) as a result of the suspension of payroll deductions; or
	(b)		Not eliminate any such deficiency, in which event the number of shares that he may purchase hereunder shall be reduced to the number of whole shares that may then be purchased at the purchase price specified in Section 5 hereof, with the amount (excluding interest) then credited to his account plus the aggregate amount, if any, of all payroll deductions scheduled to be made with respect to such employee thereafter; or
	(c)		Withdraw in cash the amount (including interest) then credited to his account and terminate his option to purchase shares under this Plan.

     An eligible employee on lay-off, authorized leave of absence or disability on May 31, 2009, shall deliver written notice to the Company or participating subsidiary on or before May 31, 2009, electing one of the alternatives provided in subsections (a), (b), and (c) of this Section 11. If such employee fails to deliver such written notice within 10 days after his return to active service or by May 31, 2009, whichever is earlier, he shall be deemed to have elected the alternative set forth in Section 11(c) hereof.

     If the period of an eligible employee’s lay-off, authorized leave of absence or disability terminates on or before May 31, 2009, and the employee does not resume active employment with the Company or a participating subsidiary immediately thereafter, he shall make an election in accordance with the provisions of Section 10 hereof.

Section 12 - Death

     If an eligible employee dies while his option to purchase shares is in effect, such employee’s legal representative may, within 90 days after such employee’s death (but not later than May 31, 2009) by providing written notice to the Company or the participating subsidiary that employed the employee, elect to:

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	(a)		Exercise the employee’s option to purchase the number of shares then available for purchase hereunder at the purchase price specified in Section 5 hereof with all or part of the amount (excluding interest) then credited to his account, withdraw in cash any amount (including interest) that remains credited to such employee’s account after such purchase, and terminate his option to purchase any additional shares under this Plan; or
	(b)		Withdraw in cash the amount (including interest) then credited to such employee’s account and terminate his option to purchase shares under this Plan.

     If the employee’s legal representative fails to deliver such written notice to the Company or participating subsidiary within the period prescribed by this Section 12, such employee’s option to purchase shares hereunder shall terminate, and the amount, including interest, then credited to such employee’s account shall be paid to such legal representative.

Section 13 - Failure to Make Periodic Cash Payments

     Under any of the circumstances contemplated by this Plan, where the purchase of shares is to be made through periodic cash payments in lieu of payroll deductions, the failure to make any such payments shall reduce, to the extent of the deficiency in such payments, the number of shares that the applicable employee or his legal representative may purchase under this Plan.

Section 14 - Funds in Stock Option Accounts

     The Company shall control all of the funds credited to employees’ accounts hereunder and may use such funds for any corporate purpose. The participating subsidiaries shall remit to the Company from time to time the funds credited to the accounts of the employees of such subsidiaries. In accordance with the terms of this Plan, (a) the amount, exclusive of interest, credited to the account of each eligible employee hereunder shall be used to pay for any shares purchased by such employee (or his legal representative) hereunder, and (b) the Company shall pay to such employee (or his legal representative) an amount equal to any portion of the amount (including interest) credited to such employee’s account that is not used to purchase shares under this Plan.

Section 15 - Rights as Stockholder

     No employee, former employee, or his representatives shall have any rights as a stockholder with respect to any shares that such employee, former employee, or legal representative has elected to purchase under this Plan until full payment for all such shares has been made and such shares have been issued. Shares shall be issued as soon as practicable after full payment for such shares has been made. However, shares shall not be issued prior to approval of the Plan by the stockholders of the Company.

Section 16 - Non-Assignability

     An eligible employee’s option to purchase shares hereunder is not assignable or transferable other than by will or the laws of descent and distribution and is exercisable during such employee’s lifetime only by him. Any purported assignment or transfer of an option, whether voluntary or by operation of law (except by will or the laws of descent and distribution), shall have the effect of terminating such option. If an option is terminated by reason of the provisions of this Section 16, the only right thereafter continuing shall be the right to have the amount then credited to the employee’s account, including interest, paid to such employee or his legal representative, as the case may be.

Section 17 - Effect of Change in Stock

     In the event of any change in the capital stock of the Company through merger, consolidation or reorganization, or in the event of any dividend to holders of shares of the Common Stock Non-Voting of the Company payable in stock of the same class in an amount in excess of 2% in any year, or in the event of a stock split, or in the event of any other change in the capital structure of the Company, the Company shall make such adjustments with respect to the shares subject to this offering as it deems equitable to prevent dilution or enlargement of the rights of participating employees.

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Section 18 - Administration; Miscellaneous

	(a)		The Management Committee of the Company (the “Committee”), or such employee or employees as the Committee may designate, shall be responsible for administering this Plan, including the interpretation of its provisions, and the decision of the Committee or of such employee or employees with respect to any question arising under the Plan shall be final and binding for all purposes.
	(b)		Uniform policies shall be pursued in the administration of this Plan and similarly situated employees and groups of employees shall be treated alike to the extent feasible. The Committee, or such employee or employees as the Committee may designate to administer this Plan, shall have the authority, which shall be exercised without discrimination, to make exceptions to the provisions of this Plan under unusual circumstances where strict adherence to such provisions would work undue hardship and where the Committee, or such employee or employees, determines that such action does not violate the requirements of the Internal Revenue Code with respect to employee stock purchase plans.
	(c)		The Committee may allow a reasonable extension of the time within which an election to purchase shares under this Plan shall be made if the Committee determines that there are circumstances warranting such action and that such action does not violate the requirements of Section 423(b) of the Internal Revenue Code with respect to employee stock purchase plans, in which event such extension shall be made available on a uniform basis to all employees similarly situated; provided that the period for payroll deductions shall not be extended beyond May 31, 2009.

Section 19 - Amendment and Discontinuance

     The Board of Directors of the Company may alter, suspend or terminate the Plan; provided, however, that, except to conform the Plan from time to time to the requirements of the Internal Revenue Code with respect to employee stock purchase plans, no action of the Board shall (a) increase the period during which this Plan shall remain in effect, (b) further limit the class of employees of the Company and its subsidiaries who are eligible to participate in the Plan, (c) increase the maximum period during which any option granted under the Plan may remain unexercised, (d) other than as set forth in Section 17 hereof, increase the number of shares that may be issued under the Plan, or reduce the purchase price per share, with respect to the shares optioned or to be optioned under the Plan, or (e) without the consent of the holder of the option, alter or impair any option granted under the Plan. If all of the shares authorized by Section 2 hereof are issued before all of the options granted under this Plan have been exercised in full or have expired or terminated, the then-outstanding options shall terminate, and the holders of such options shall have no rights thereunder.

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McCORMICK & COMPANY, INCORPORATED

ANNUAL MEETING OF STOCKHOLDERS

Wednesday, March 28, 2007

The McCormick & Company, Incorporated 2006 Annual Report is available on our investor website. The address is ir.mccormick.com. Under “Financial Information”, click on “Annual Reports/Financial Reports.” The proxy statement is available under “2007 Proxy Statement.”

CONSENT: If you are a registered stockholder and would like to access the proxy materials electronically next year, please go to the following consent site address: http://www.econsent.com/mkcv/

McCORMICK & COMPANY, INCORPORATED	proxy
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints Robert J. Lawless and Robert W. Skelton and each of them, the proxies of the undersigned, with several powers of substitution, to vote all shares of Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on March 28, 2007, and at any and all adjournments thereof, in accordance with the following ballot and in accordance with their best judgment in connection with such other business as may properly come before the Annual Meeting:

IN THE ABSENCE OF SPECIFIC INSTRUCTIONS APPEARING ON THE PROXY, PROXIES WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR THE APPROVAL OF THE 2007 EMPLOYEE STOCK PURCHASE PLAN AND FOR THE RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS AS SET FORTH HEREIN, AND IN THE BEST DISCRETION OF THE PROXIES ON ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING, INCLUDING ANY ADJOURNMENT.

 

 

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There are three ways to vote your Proxy

Your telephone or Internet vote authorizes the Named Proxes to vot your shares in the same manner as if you marked, signed and returned your proxy card.

VOTE BY INTERNET – http://www.eproxy.com/mkcv/ -- QUICK *** EASY *** IMMEDIATE

Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 1:00 p.m. (ET) on March 27, 2007. Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot.

VOTE BY PHONE – TOLL FREE – 1-800-560-1965 -- QUICK *** EASY *** IMMEDIATE

Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 1:00 p.m. (ET) on March 27, 2007. Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or return it to McCormick & Company, Incorporated, c/o Sharehowner Services™, P.O. Box 64873, St. Paul, MN 55164-0873.

If you vote by Phone or Internet, please do not mail your Proxy Card

The Board of Directors Recommends a Vote FOR All Nominees and Items 2 and 3

1.		ELECTION OF DIRECTORS.
		THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE LISTED NOMINEES.

FOR

AGAINST

ABSTAIN

FOR

AGAINST

ABSTAIN

1a

J. P. Bilbrey

o

o

o

1f

R. J. Lawless

o

o

o

1b

J. T. Brady

o

o

o

1g

M. D. Mangan

o

o

o

1c

F. A. Contino

o

o

o

1h

M. M. V. Preston

o

o

o

1d

J. M. Fitzpatrick

o

o

o

1i

G. A. Roche

o

o

o

1e

F. A. Hrabowski, III

o

o

o

1j

W. E. Stevens

o

o

o

2.		PROPOSAL TO APPROVE THE 2007 EMPLOYEE STOCK PURCHASE PLAN.
		THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.

FOR   o

AGAINST   o

ABSTAIN   o

3.		RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.
		THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.

FOR   o

AGAINST   o

ABSTAIN   o

4.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

THIS PROXY WHEN PROPERLY EXECTUED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR ALL NOMINIEES AND ITEMS 2 AND 3.

Address change? Mark Box  o

Indicate changes below:

Date:
Signature(s) in Box
Please sign exactly as your name(s) appears on this Proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc. should include title and authority. Corporations should provide the full name of the corporation and the title of authorized officer signing the proxy.

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