McCormick & Company (MKC) 10-K2009 FY Annual report

Filed: 28 Jan 10, 12:00am

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New words: abide, advance, APA, appoint, appointed, appointing, basic, Bay, borrowed, clarify, clerical, commitment, correct, dairy, delegate, easier, embodied, entirety, error, factual, fairly, foodservice, fully, hedging, indemnification, individually, Interactive, language, likelihood, loaned, London, lost, Mellon, modification, multinational, mutilated, nomination, nominee, notice, opinion, outdated, owner, permitting, Prior, rabbi, receive, reflected, remote, remove, removed, repeal, replacement, representation, short, stability, standard, subordinate, subsequent, switched, text, thereon, trust, trustee, typographical, update

Removed: authorization, certification, CS, CSNV, diversified, identified, June, Langmead, limited, listing, Manager, Manual, print, remained, repurchase, Restaurant, shareholder, sufficient, violation

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EXHIBIT 10(xii)

MCCORMICK& COMPANY, INC.18 LOVETON CIRCLE, SPARKS, MD 21152-6000 USA/TEL (410) 771-7301 FAX (410) 771-7462

ALAN D. WILSON

CHAIRMAN, PRESIDENT & CEO

December 30, 2009

Mr. Robert J. Lawless

CKB Consulting LLC

23641 Waterside Drive

Bonita Springs, Florida 34134

Dear Bob,

As we have discussed, I would like to extend the term of the Consulting Agreement dated as of January 1, 2007 between McCormick and CKB Consulting LLC (the “Agreement”) for another year.

During the renewal term, which will begin on January 1, 2010 and end on December 31, 2010, all of the terms and conditions of the Agreement will remain in effect, except for the payment of a consulting fee, which you have again generously offered to waive for 2010. We will, of course, continue to reimburse you for all reasonable expenses for travel, food and lodging.

I am very pleased that you have agreed to continue to serve as my advisor for an additional year. I look forward to continuing our relationship.

If the terms of this letter acceptable to you, please sign below in the space provided and return it to me.

Sincerely yours,

/s/ Alan D. Wilson

Alan D. Wilson


Accepted and approved as of the 30^th day of December, 2009.

CKB CONSULTING LLC

By:	/s/ Robert J. Lawless	/s/ Robert J. Lawless
	Robert J. Lawless	Robert J. Lawless

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