UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the matter of

McCormick & Company, Incorporated a corporation.

File No. 961-0050

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission ("Commission"), having initiated an investigation of certain acts and practices of McCormick & Company, Incorporated ("McCormick"), and it now appearing that McCormick, hereinafter sometimes referred to as "Proposed Respondent," is willing to enter into this Agreement Containing Consent Order ("Consent Agreement") providing for relief with respect to such practices;

IT IS HEREBY AGREED by and between Proposed Respondent, by its duly authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent McCormick & Company, Incorporated, is a corporation organized and existing under the laws of the State of Maryland with its principal office and place of business at 18 Loveton Circle, Sparks, Maryland, 21152.

2. Proposed Respondent admits all the jurisdictional facts set forth in the draft of Complaint here attached.

3. Proposed Respondent waives:

a. any further procedural steps;
 
b. the requirement that the Commission's Decision and Order ("Order"), here attached and made a part hereof, contain a statement of findings of fact and conclusions of law;
 
c. all rights to seek judicial review or otherwise to challenge or contest the validity of the Order entered pursuant to this Consent Agreement; and
 
d. any claim under the Equal Access to Justice Act.

4. Proposed Respondent shall submit an initial compliance report within twenty (20) days of the date it signs this Consent Agreement, pursuant to Commission Rule 2.33, 16 C.F.R.  2.33, signed by the Proposed Respondent setting forth in detail the manner in which the Proposed Respondent has to date complied or has prepared to comply, and will comply with the Order. Such reports will not become part of the public record unless and until the accompanying Consent Agreement and Order are accepted by the Commission for public comment.

5. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission it, together with the draft of Complaint contemplated thereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify Proposed Respondent, in which event it will take such action as it may consider appropriate, or issue and serve its Complaint (in such form as the circumstances may require) and Order, in disposition of the proceeding.

6. This Consent Agreement is for settlement purposes only and does not constitute an admission by Proposed Respondent that the law has been violated as alleged in the draft of Complaint here attached, or that the facts as alleged in the draft Complaint, other than jurisdictional facts, are true.

7. This Consent Agreement contemplates that, if it is accepted by the Commission, and if such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R.  2.34, the Commission may, without further notice to Proposed Respondent, (1) issue its Complaint corresponding in form and substance with the draft of Complaint here attached and its Decision and Order in disposition of the proceeding, and (2) make information public in respect thereto. When final, the Order will have the same force and effect and may be altered, modified or set aside in the same manner provided by statute for Commission orders issued on a litigated or stipulated record. The Order shall become final upon service. Delivery of the Complaint and Decision and Order to Proposed Respondent's Counsel by any means specified in Commission Rule 4.4(a), 16 C.F.R. 4.4(a), shall constitute service. Proposed Respondent waives any right it may have to any other manner of service. The Complaint may be used in construing the terms of the Order, and no agreement, understanding, representation, or interpretation not contained in the Decision and Order or the Consent Agreement may be used to vary or contradict the terms of the Decision and Order.

8. By signing this Consent Agreement, Proposed Respondent represents and warrants that it can accomplish the full relief contemplated by this Consent Agreement, and that all parents, subsidiaries, affiliates, and successors necessary to effectuate the full relief contemplated by this Consent Agreement are parties to the Consent Agreement and are bound thereby as if it had signed this Consent Agreement and were made parties to this proceeding and to the Order.

9. Proposed Respondent has read the proposed Complaint and Order contemplated hereby. Proposed Respondent understands that once the Order has been issued, it will be required to file one or more compliance reports showing that it has fully complied with the Order. Proposed Respondent agrees to comply with the terms of the proposed order from the date it signs this Consent Agreement. Proposed Respondent further understands that it may be liable for civil penalties in the amount provided by law for each violation of the Order after the Order becomes final.

Signed this ____ day of February, 2000.

McCormick & Company, Incorporated

By: _______________________
Robert J. Lawless
Chairman, President and Chief Executive Officer,
McCormick & Company, Incorporated.

_______________________
Robert W. Skelton
Vice President, General Counsel and Secretary
McCormick & Company, Incorporated

_______________________
Lewis A. Noonberg
Kenneth G. Starling
Piper Marbury Rudnick & Wolfe, LLP
Counsel for McCormick & Company, Incorporated

Federal Trade Commission

By: _______________________
F. Martin Dajani
Dana F. Abrahamsen
David Conn
Cecelia M. Waldeck
Mark Peterson
Ara D. Jabagchourian
Attorneys, Bureau of Competition

Approved:

_____________________
Veronica G. Kayne
Assistant Director
Bureau of Competition

____________________
Willard K. Tom
Deputy Director
Bureau of Competition

________________________
Richard G. Parker
Director
Bureau of Competition