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EXHIBIT 4.a.v
RESOLUTIONS OF THE PRICING COMMITTEE OF
THE BOARD OF DIRECTORS
OF MASCO CORPORATION
APRIL 26, 2001
In lieu of a meeting, the undersigned, being all of the members of the
Pricing Committee of the Board of Directors of Masco Corporation, a Delaware
corporation, (the "Company") adopt the resolutions attached on Exhibit A hereto.
Dated: April 26, 2001
/s/Richard A. Manoogian
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Richard A. Manoogian
/s/Wayne B. Lyon
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Wayne B. Lyon
/s/John A. Morgan
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John A. Morgan
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RESOLUTIONS OF THE PRICING COMMITTEE
OF THE BOARD OF DIRECTORS OF
MASCO CORPORATION
APRIL 26, 2001
WHEREAS, Masco Corporation, a Delaware corporation (the "Company") the
Company has filed Registration Statements (Nos. 333-40122 and 333-58034) on Form
S-3 with the Securities and Exchange Commission, which are in effect;
WHEREAS, the Company desires to create a series of securities under the
indenture dated as of February 12, 2001 (the "Indenture"), with Bank One Trust
Company, National Association, (the "Trustee"), providing for the issuance from
time to time of unsecured debentures, notes or other evidences of indebtedness
of this Company ("Securities") in one or more series under such Indenture; and
WHEREAS, capitalized terms used in these resolutions and not otherwise
defined are used with the same meaning ascribed to such terms in the Indenture;
THEREFORE, BE IT RESOLVED, that there is established a series of
Securities under the Indenture, the terms of which shall be as follows:
1. The Securities of such series shall be designated as the
"6% Notes Due 2004."
2. The aggregate principal amount of Securities of such series
which may be authenticated and delivered under the Indenture is limited
to Five Hundred Million Dollars ($500,000,000), except for Securities
of such series authenticated and delivered upon registration of,
transfer of, or in exchange for, or in lieu of, other Securities of
such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the
Indenture.
3. The date on which the principal of the Securities of such
series shall be payable is May 3, 2004.
4. The Securities of such series shall bear interest from May
1, 2001 at the rate of 6% per annum, payable semi-annually on May 3 and
November 3 of each year commencing on November 3, 2001 until the
principal thereof is paid or made available for payment. The April 17
or October 17 (whether or not a business day), as the case may be, next
preceding each such interest payment date shall be the "record date"
for the determination of holders to whom interest is payable.
5. The Securities shall be issued initially in the form of
global securities registered in the name of Cede & Co., as nominee of
The Depository
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Trust Company ("DTC"), and will be held by the Trustee as custodian for
DTC. The Securities shall be subject to the procedures of DTC and will
not be issued in definitive registered form.
6. The principal of and interest on the Securities of such
series shall be payable at the office or agency of this Company
maintained for such purpose in Chicago, Illinois or at any other office
or agency designated by the Company for such purpose pursuant to the
Indenture.
7. The Securities of such series shall not be subject to
redemption prior to maturity.
8. The Securities of such series shall be issuable in
denominations of One Thousand Dollars ($1,000) and any integral
multiples thereof.
9. The Securities shall be issuable at a price such that this
Company shall receive Four Hundred Ninety-six Million, Eight Hundred
Twenty-five Thousand Dollars ($496,825,000) after an underwriting
discount of Two Million, Two Hundred Fifty Thousand Dollars
($2,250,000).
10. The Securities shall be subject to Defeasance and
discharge pursuant to Section 4.02 of the Indenture and to Covenant
Defeasance pursuant to Section 10.06 of the Indenture with respect to
any term, provision or condition set forth in any negative or
restrictive covenant of the Company applicable to the Securities.
FURTHER RESOLVED, that the Securities of such series are declared to be
issued under the Indenture and subject to the provisions hereof;
FURTHER RESOLVED, that the Chairman of the Board, the President or any
Vice President of the Company is authorized to execute, on the Company's behalf
and in its name, and the Secretary or any Assistant Secretary of the Company is
authorized to attest to such execution and under the Company's seal (which may
be in the form of a facsimile of the Company's seal), $500,000,000 aggregate
principal amount of the Securities of such series (and in addition Securities to
replace lost, stolen, mutilated or destroyed Securities and Securities required
for exchange, substitution or transfer, all as provided in the Indenture) and to
deliver such Securities to the Trustee for authentication, and the Trustee is
authorized and directed thereupon to authenticate and deliver the same to or
upon the written order of this Company as provided in the Indenture;
FURTHER RESOLVED, that the signatures of the Company officers so
authorized to execute the Securities of such series may be the manual or
facsimile signatures of the present or any future authorized officers and may be
imprinted or otherwise reproduced thereon, and the Company for such purpose
adopts each facsimile signature as binding upon it notwithstanding the fact that
at the time the respective
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Securities shall be authenticated and delivered or disposed of, the individual
so signing shall have ceased to hold such office;
FURTHER RESOLVED, that Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Salomon Smith Barney Inc., Banc One Capital Markets, Inc.,
Commerzbank Capital Markets Corp., BNP Paribas Securities Corp., Barclays
Capital Inc., McDonald Investments, Inc. and Wachovia Securities, Inc. are
appointed underwriters for the issuance and sale of the Securities of such
series, and the Chairman of the Board, the President or any Vice President of
the Company is authorized, in the Company's name and on its behalf, to execute
and deliver an Underwriting Agreement, substantially in the form heretofore
approved by the Company's Board of Directors, with such underwriters, with such
changes and insertions therein as are appropriate to conform such Underwriting
Agreement to the terms set forth herein or otherwise as the officer executing
such Underwriting Agreement shall approve and as are not inconsistent with these
resolutions, such approval to be conclusively evidenced by such officer's
execution and delivery of the Underwriting Agreement;
FURTHER RESOLVED, that Bank One Trust Company, National Association,
the Trustee under the Indenture, is appointed trustee for Securities of such
series, and as Agent of this Company for the purpose of effecting the
registration, transfer and exchange of the Securities of such series as provided
in the Indenture, and the corporate trust office of Bank One Trust Company,
National Association, in Chicago, Illinois is designated pursuant to the
Indenture as the office or agency of the Company where such Securities may be
presented for registration, transfer and exchange and where notices and demands
to or upon this Company in respect of the Securities and the Indenture may be
served;
FURTHER RESOLVED, that Bank One Trust Company, National Association, is
appointed Paying Agent of this Company for the payment of interest on and
principal of the Securities of such series, and the corporate trust office of
Bank One Trust Company, National Association, is designated, pursuant to the
Indenture, as the office or agency of the Company where Securities may be
presented for payment; and
FURTHER RESOLVED, that each of the Company's officers is authorized and
directed, on behalf of the Company and in its name, to do or cause to be done
everything such officer deems advisable to effect the sale and delivery of the
Securities of such series pursuant to the Underwriting Agreement and otherwise
to carry out the Company's obligations under the Underwriting Agreement, and to
do or cause to be done everything and to execute and deliver all documents as
such officer deems advisable in connection with the execution and delivery of
the Underwriting Agreement and the execution, authentication and delivery of
such Securities (including, without limiting the generality of the foregoing,
delivery to the Trustee of the Securities for authentication and of requests or
orders for the authentication and delivery of Securities).