Exhibit 4.b
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE, dated as of July 26, 1994, between Masco
Corporation, a Delaware corporation (the "Company"), and The First National
Bank of Chicago, as trustee (the "Trustee").
WHEREAS, the Company entered into an Indenture dated as of December 1,
1982 with Morgan Guaranty Trust Company (the "Indenture");
WHEREAS, the Trustee is the successor trustee under the Indenture; and
WHEREAS, Section 9.01(e) the Indenture provides for supplemental
indentures to make changes, provided such action does not adversely affect the
interests of the holders of the Securities.
NOW, THEREFORE, the parties agree as follows:
1. Section 6.10 of the Indenture shall be amended by inserting the
following as a new subparagraph (e):
"(e) Notwithstanding the provisions of Section 6.12, in
connection with any sale or proposed sale of all or any portion of
the corporate trust business of any Trustee hereunder or any other
transaction that would result in a change of control of such
corporate trust business, and provided that no Event of Default
exists, the Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, executed by order of
the Board of Directors, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor
trustee. Any removal of the Trustee and appointment of a
successor trustee pursuant to the foregoing shall become effective
upon acceptance of appointment by the successor trustee as
provided in Section 6.11."
2. Except as hereinabove expressly set forth, all other terms and
provisions set forth in the Indenture shall remain in full force and effect
and without any change whatsoever being made hereby.
PAGE
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture
to be executed and acknowledged as of the date first written above.
MASCO CORPORATION
By:/s/ Gerald Bright
Name: Gerald Bright
Title: Vice President
[Seal]
Attest:
/s/ Eugene A. Gargaro, Jr.
Secretary
THE FIRST NATIONAL BANK
OF CHICAGO
By:/s/ R. D. Manella
Name: R. D. Manella
Title: Vice President
[Seal]
Attest:
/s/ Jamie Arlow
Trust Officer
State of Michigan)
) ss
County of Wayne)
On the 22nd day of July, 1994, before me personally came Gerald Bright,
to me known, who, being by me duly sworn, did depose and say that he is a Vice
President of Masco Corporation, the corporation described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.
/s/ Nancy S. Steinrock
Nancy S. Steinrock
Notary Public
Wayne County, Michigan
My Comm. Exp.: Nov. 9, 1994
[NOTARIAL SEAL]
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PAGE
State of Illinois)
) ss
County of Cook )
On the 22nd day of July, 1994, before me personally came R. D. Manella,
to me known, who, being by me duly sworn, did depose and say that he is a Vice
President of The First National Bank of Chicago, the corporation described in
and which executed the above instrument; that he knows the corporate seal of
said corporation; that the seal affixed to the said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation; and that he signed his name thereto by like authority.
/s/ C. J. Bertelson
C. J. Bertelson
Notary Public
State of Illinois
My Comm. Exp.: Sept. 1, 1997
[NOTARIAL SEAL]
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