EXHIBIT 4.bi
RESOLUTIONS OF THE PRICING COMMITTEE
OF THE BOARD OF DIRECTORS OF
MASCO CORPORATION
JUNE 24, 2002
WHEREAS, Masco Corporation, a Delaware corporation (the "Company") the
Company has filed Registration Statements (Nos. 333-58034 and 333-73802) 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 "5-7/8% Notes Due 2012."
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 July 15, 2012.
4. The Securities of such series shall bear interest
from June 27, 2002 at the rate of 5-7/8% per annum, payable
semi-annually on January 15 and July 15 of each year commencing on
January 15, 2003 until the principal thereof is paid or made available
for payment. The January 1 or July 1 (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 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 be subject to
redemption in whole or in part prior to maturity, at the Company's
option, at a redemption price established in accordance with current
market practice, substantially as follows: the redemption price shall
be equal to the greater of (i) 100% of the principal amount of the
Securities plus accrued interest to the redemption date, or (ii) the
sum of the present values of the remaining principal amount and
scheduled payments of interest on the Securities of such series to be
redeemed (other than accrued interest to the redemption date),
discounted to the redemption date on a semi-annual basis at the
appropriate treasury rate plus 25 basis points plus accrued interest to
the redemption date.
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 Million Seven Hundred
Sixty-Five Thousand Dollars ($490,765,000) after an underwriting
discount of Three Million Two Hundred Fifty Thousand Dollars
($3,250,000).
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 thatat the time the respective 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.,
Barclays Capital Inc. and Commerzbank Capital Markets Corp. 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).
RESOLUTIONS OF THE PRICING COMMITTEE
OF THE BOARD OF DIRECTORS OF
MASCO CORPORATION
OCTOBER 10, 2002
WHEREAS, Masco Corporation, a Delaware corporation (the "Company"), has
filed Registration Statement (No. 333-73802) on Form S-3 with the Securities and
Exchange Commission, which is in effect;
WHEREAS, pursuant to resolutions adopted by this Board on February 13,
2002, the Company is authorized to maintain and have available for issuance from
time to time up to $2 billion initial offering price of securities;
WHEREAS, under the authority heretofore granted by this Board and
pursuant to Rule 462(b) of the Securities Exchange Act of 1933, as amended, the
Company intends to file a Registration Statement on Form S-3.
WHEREAS, on June 27, 2002 the Company issued a series of securities
designated as the "5-7/8% Notes Due 2012" (the "Initial Securities") in the
amount of $500,000,000 under the indenture dated as of February 12, 2001 (the
"Indenture"), with Bank One Trust Company, National Association, (the
"Trustee"), which Indenture provides for the issuance from time to time of
unsecured debentures, notes or other evidences of indebtedness of this Company
in one or more series under such Indenture;
WHEREAS, the Company desires to issue $350,000,000 aggregate principal
amount of 5-7/8% Notes Due 2012 having all the attributes and in the same series
as the Initial Securities;
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 the Company is authorized to issue an
additional $350,000,000 of the 5-7/8% Notes Due 2012 (the "Additional
Securities"), which notes together with the $500,000,000 aggregate principal
amount of the Initial Securities issued on June 27, 2002 will constitute one
series of notes for all purposes under the Indenture;
RESOLVED, that the aggregate principal amount of the Additional
Securities which may be authenticated and delivered under the Indenture is
limited to Three Hundred Fifty Million Dollars ($350,000,000), except for
Additional 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;
FURTHER RESOLVED, that the Additional Securities shall be issued
initially in the form of global securities registered in the name of Cede & Co.,
as nominee of The Depository Trust Company ("DTC"), and will be held by the
Trustee as custodian for DTC, and the Additional Securities shall be subject to
the procedures of DTC and will not be issued in definitive registered form;
FURTHER RESOLVED, that the Additional Securities shall be issuable at a
price such that this Company shall receive Three Hundred Fifty-Six Million
Sixty-Nine Thousand Dollars ($356,069,000) after an underwriting discount of Two
Million Two Hundred Seventy-Five Thousand Dollars ($2,275,000) and shall bear
interest from June 27, 2002;
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), $350,000,000 aggregate
principal amount of the Additional Securities (and in addition Securities to
replace lost, stolen, mutilated or destroyed Additional Securities and
Securities required for exchange, substitution or transfer, all as provided in
the Indenture) and to deliver such Additional 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 Additional 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 Additional 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.,
Barclays Capital Inc. and Commerzbank Capital Markets Corp. are appointed
underwriters for the issuance and sale of the Additional Securities, 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 and for the Initial Securities, is appointed
trustee for the Additional Securities, and as Agent of this Company for the
purpose of effecting the registration, transfer and exchange of the Additional
Securities 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
Additional Securities may be presented for registration, transfer and exchange
and where notices and demands to or upon this Company in respect of the
Additional 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 Additional 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 the Additional
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
Additional 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 Additional Securities (including, without limiting the
generality of the foregoing, delivery to the Trustee of the Additional
Securities for authentication and of requests or orders for the authentication
and delivery of the Additional Securities).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE
"DEPOSITARY"), TO MASCO CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
MASCO CORPORATION
5 7/8% Notes Due 2012
$350,000,000
CUSIP No. 574599AX4
Masco Corporation, a corporation duly organized and existing under the
laws of Delaware (herein called the "COMPANY," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of
Three Hundred Fifty Million Dollars on July 15, 2012, and to pay interest
thereon from June 27, 2002 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on January 15
and July 15 in each year, commencing January 15, 2003, at the rate of 57/8% per
annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the January 1 or July 1 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture. Interest on the Securities shall be computed on the basis of a
360-day year consisting of twelve 30-day months.
Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the office or agency of the Company maintained
for that purpose, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: October 16, 2002
MASCO CORPORATION
By /s/ John R. Leekley
-------------------------------------
Name: John R. Leekley
Title: Senior Vice President and
General Counsel
Attest: /s/ Eugene A. Gargaro, Jr.
-------------------------
Name: Eugene A. Gargaro, Jr.
Title: Secretary
FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Date of Authentication: October 16, 2002
Bank One Trust Company, National Association,
as Trustee
By /s/ Benita A. Pointer
------------------------------------------
Authorized Officer
REVERSE OF SECURITY
This Security is one of a duly authorized issue of securities of the
Company (herein called the "SECURITIES"), issued and to be issued in one or more
series under an Indenture, dated as of February 12, 2001 (herein called the
"INDENTURE"), between the Company and Bank One Trust Company, National
Association, as Trustee (herein called the "TRUSTEE," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, currently limited in aggregate
principal amount to $850,000,000.
The Notes will be redeemable at the option of the Company, in whole at
any time or in part from time to time (each, a "REDEMPTION DATE") at a
redemption price equal to the greater of (i) 100% of their principal amount plus
accrued interest to the Redemption Date and (ii) the sum, as determined by the
Independent Investment Banker, of the present values of the principal amount and
the remaining scheduled payments of interest on the Notes to be redeemed
(exclusive of interest accrued to such Redemption Date), discounted from the
scheduled payment dates to the Redemption Date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25
basis points plus accrued but unpaid interest thereon to the Redemption Date.
Notwithstanding the foregoing, installments of interest on Notes that are due
and payable on an interest payment date falling on or prior to the relevant
Redemption Date will be payable to the holders of such Notes registered as such
at the close of business on the relevant record date according to their terms
and the provisions of the Indenture.
"COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes to be redeemed.
"COMPARABLE TREASURY PRICE" means, with respect to any Redemption Date,
the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.
"INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
"REFERENCE TREASURY DEALER" means (a) each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Salomon Smith Barney, Inc. and their respective
successors, unless either of them ceases to be a primary U.S. Government
securities dealer in New York City (a "PRIMARY TREASURY DEALER"), in which case
the Company shall substitute another Primary Treasury Dealer; and (b) any other
Primary Treasury Dealer selected by the Company.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any Redemption Date for the Notes, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
New York City time, on the third Business Day preceding such Redemption Date.
"TREASURY RATE" means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated on the third Business Day preceding such
Redemption Date using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury price for
such Redemption Date.
This Security will be subject to defeasance and discharge and to
defeasance of certain obligations as set forth in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security herein provided, and at the times, place and rate, and
in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
RESOLUTIONS OF THE PRICING COMMITTEE
OF THE BOARD OF DIRECTORS OF
MASCO CORPORATION
AUGUST 15, 2002
WHEREAS, Masco Corporation, a Delaware corporation (the "Company") the
Company has filed A Registration Statement (No. 333-73802) on Form S-3 with the
Securities and Exchange Commission, which is in effect;
WHEREAS, the Company desires to create two 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 two series of
Securities under the Indenture, the terms of which shall be as follows:
5-Year Notes
1. The Securities of one series shall be designated as
the "4-5/8% Notes Due 2007."
2. The aggregate principal amount of Securities of such
series which may be authenticated and delivered under the Indenture is
limited to Three Hundred Million Dollars ($300,000,000), 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 August 15, 2007.
4. The Securities of such series shall bear interest
from August 20, 2002 at the rate of 4-5/8% per annum, payable
semi-annually on February 15 and August 15 of each year commencing on
February 15, 2003 until the principal thereof is paid or made available
for payment. The February 1 or August 1 (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 of such series shall be issued
initially in the form of global securities registered in the name of
Cede & Co., as nominee of The Depository 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 be subject to
redemption in whole or in part prior to maturity, at the Company's
option, at a redemption price established in accordance with current
market practice, substantially as follows: the redemption price shall
be equal to the greater of (i) 100% of the principal amount of the
Securities plus accrued interest to the redemption date, or (ii) the
sum of the present values of the remaining principal amount and
scheduled payments of interest on the Securities of such series to be
redeemed (other than accrued interest to the redemption date),
discounted to the redemption date on a semi-annual basis at the
appropriate treasury rate plus 20 basis points plus accrued interest to
the redemption date.
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 Two Hundred Ninety Six Million Seven Hundred
Twenty Four Thousand Dollars ($296,724,000) after an underwriting
discount of One Million Eight Hundred Thousand Dollars ($1,800,000).
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.
30-Year Notes
1. The Securities of one series shall be designated as
the "6-1/2% Notes Due 2032."
2. The aggregate principal amount of Securities of such
series which may be authenticated and delivered under the Indenture is
limited to Three Hundred Million Dollars ($300,000,000), 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 August 15, 2032.
4. The Securities of such series shall bear interest
from August 20, 2002 at the rate of 6-1/2% per annum, payable
semi-annually on February 15 and August 15 of each year commencing on
February 15, 2003 until the principal thereof is paid or made available
for payment. The February 1 or August 1 (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 of such series shall be issued
initially in the form of global securities registered in the name of
Cede & Co., as nominee of The Depository 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 be subject to
redemption in whole or in part prior to maturity, at the Company's
option, at a redemption price established in accordance with current
market practice, substantially as follows: the redemption price shall
be equal to the greater of (i) 100% of the principal amount of the
Securities plus accrued interest to the redemption date, or (ii) the
sum of the present values of the remaining principal amount and
scheduled payments of interest on the Securities of such series to be
redeemed (other than accrued interest to the redemption date),
discounted to the redemption date on a semi-annual basis at the
appropriate treasury rate plus 30 basis points plus accrued interest to
the redemption date.
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 Two Hundred Ninety Four Million Six Hundred
Three Thousand Dollars ($294,603,000) after an underwriting discount of
Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000).
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 each 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), $300,000,000 aggregate
principal amount of the 4-5/8% Notes Due 2007 (the "5-Year Notes") and
$300,000,000 aggregate principal amount of the 6-1/2% Notes Due 2032 (the
"30-Year Notes") (and in addition in each case 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 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.,
Barclays Capital Inc. and Commerzbank Capital Markets Corp. are appointed
underwriters for the issuance and sale of the Securities of each 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 each
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 each 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 each 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).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW
YORK, NEW YORK (THE "DEPOSITARY"), TO MASCO CORPORATION OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MASCO CORPORATION
4 5/8% NOTES DUE 2007
$300,000,000
CUSIP No. 574599AZ9
Masco Corporation, a corporation duly organized and existing
under the laws of Delaware (herein called the "COMPANY," which term
includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO.
or registered assigns, the principal sum of Three Hundred Million
Dollars on August 15, 2007, and to pay interest thereon from August 20,
2002 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on February 15 and
August 15 in each year, commencing February 15, 2003, at the rate of
4 5/8% per annum, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the February
1 or August 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which
the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said
Indenture. Interest on the Securities shall be computed on the basis of
a 360-day year consisting of twelve 30-day months.
Payment of the principal of (and premium, if any) and any such
interest on this Security will be made at the office or agency of the
Company maintained for that purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed
to the address of the Person entitled thereto as such address shall
appear in the Security Register.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: August 20, 2002
MASCO CORPORATION
By /S/ Timothy Wadhams
------------------------------------------
Timothy Wadhams
Vice President and
Chief Financial Officer
Attest: /S/ Eugene A. Gargaro, Jr.
-------------------------
Eugene A. Gargaro, Jr.
Secretary
FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
Date of Authentication: August 20, 2002
Bank One Trust Company, National Association,
as Trustee
By /s/ Benita A. Pointer
------------------------------------------
Authorized Officer
REVERSE OF SECURITY
This Security is one of a duly authorized issue of securities
of the Company (herein called the "SECURITIES"), issued and to be
issued in one or more series under an Indenture, dated as of February
12, 2001 (herein called the "INDENTURE"), between the Company and Bank
One Trust Company, National Association, as Trustee (herein called the
"TRUSTEE," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $300,000,000.
The Notes will be redeemable at the option of the Company, in
whole at any time or in part from time to time (each, a "REDEMPTION
DATE") at a redemption price equal to the greater of (i) 100% of their
principal amount plus accrued interest to the Redemption Date and (ii)
the sum, as determined by the Independent Investment Banker, of the
present values of the principal amount and the remaining scheduled
payments of interest on the Notes to be redeemed (exclusive of interest
accrued to such Redemption Date), discounted from the scheduled payment
dates to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 20
basis points plus accrued but unpaid interest thereon to the Redemption
Date. Notwithstanding the foregoing, installments of interest on Notes
that are due and payable on an interest payment date falling on or
prior to the relevant Redemption Date will be payable to the holders of
such Notes registered as such at the close of business on the relevant
record date according to their terms and the provisions of the
Indenture.
"COMPARABLE TREASURY ISSUE" means the United States Treasury
security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes to
be redeemed.
"COMPARABLE TREASURY PRICE" means, with respect to any
Redemption Date, the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or if the Trustee
obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer Quotations.
"INDEPENDENT INVESTMENT BANKER" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the
Company.
"REFERENCE TREASURY DEALER" means (a) each of Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Salomon Smith Barney, Inc. and
their respective successors, unless either of them ceases to be a
primary U.S. Government securities dealer in New York City (a "PRIMARY
TREASURY DEALER"), in which case the Company shall substitute another
Primary Treasury Dealer; and (b) any other Primary Treasury Dealer
selected by the Company.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to
each Reference Treasury Dealer and any Redemption Date for the Notes,
the average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by
such Reference Treasury Dealer at 5:00 p.m. New York City time, on the
third Business Day preceding such Redemption Date.
"TREASURY RATE" means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated on the third
Business Day preceding such Redemption Date using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury price for such Redemption
Date.
This Security will be subject to defeasance and discharge and
to defeasance of certain obligations as set forth in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of
a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of
transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such
Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the Holders of
a majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal
of (and premium, if any) and interest on this Security herein provided,
and at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in
any place where the principal of (and premium, if any) and interest on
this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee
or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of
this series of a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW
YORK, NEW YORK (THE "DEPOSITARY"), TO MASCO CORPORATION OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MASCO CORPORATION
6 1/2% NOTES DUE 2032
$300,000,000
CUSIP No. 574599AY2
Masco Corporation, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term
includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO.
or registered assigns, the principal sum of Three Hundred Million
Dollars on August 15, 2032, and to pay interest thereon from August 20,
2002 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on February 15 and
August 15 in each year, commencing February 15, 2003, at the rate of
61/2% per annum, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the February
1 or August 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which
the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said
Indenture. Interest on the Securities shall be computed on the basis of
a 360-day year consisting of twelve 30-day months.
Payment of the principal of (and premium, if any) and any such
interest on this Security will be made at the office or agency of the
Company maintained for that purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed
to the address of the Person entitled thereto as such address shall
appear in the Security Register.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: August 20, 2002
MASCO CORPORATION
By /S/ Timothy Wadhams
------------------------------------------
Timothy Wadhams
Vice President and
Chief Financial Officer
Attest: /S/ Eugene A. Gargaro, Jr.
-------------------------
Eugene A. Gargaro, Jr.
Secretary
FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
Date of Authentication: August 20, 2002
Bank One Trust Company, National Association,
as Trustee
By /s/ Benita A. Pointer
------------------------------------------
Authorized Officer
REVERSE OF SECURITY
This Security is one of a duly authorized issue of securities
of the Company (herein called the "SECURITIES"), issued and to be
issued in one or more series under an Indenture, dated as of February
12, 2001 (herein called the "Indenture"), between the Company and Bank
One Trust Company, National Association, as Trustee (herein called the
"TRUSTEE," which term includes any successor trustee under the
INDENTURE), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $300,000,000.
The Notes will be redeemable at the option of the Company, in
whole at any time or in part from time to time (each, a "Redemption
Date") at a redemption price equal to the greater of (i) 100% of their
principal amount plus accrued interest to the Redemption Date and (ii)
the sum, as determined by the Independent Investment Banker, of the
present values of the principal amount and the remaining scheduled
payments of interest on the Notes to be redeemed (exclusive of interest
accrued to such Redemption Date), discounted from the scheduled payment
dates to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 30
basis points plus accrued but unpaid interest thereon to the Redemption
Date. Notwithstanding the foregoing, installments of interest on Notes
that are due and payable on an interest payment date falling on or
prior to the relevant Redemption Date will be payable to the holders of
such Notes registered as such at the close of business on the relevant
record date according to their terms and the provisions of the
Indenture.
"COMPARABLE TREASURY ISSUE" means the United States Treasury
security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes to
be redeemed.
"COMPARABLE TREASURY PRICE" means, with respect to any
Redemption Date, the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or if the Trustee
obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer Quotations.
"INDEPENDENT INVESTMENT BANKER" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the
Company.
"REFERENCE TREASURY DEALER" means (a) each of Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Salomon Smith Barney, Inc. and
their respective successors, unless either of them ceases to be a
primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), in which case the Company shall substitute another
Primary Treasury Dealer; and (b) any other Primary Treasury Dealer
selected by the Company.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to
each Reference Treasury Dealer and any Redemption Date for the Notes,
the average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by
such Reference Treasury Dealer at 5:00 p.m. New York City time, on the
third Business Day preceding such Redemption Date.
"TREASURY RATE" means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated on the third
Business Day preceding such Redemption Date using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury price for such Redemption
Date.
This Security will be subject to defeasance and discharge and
to defeasance of certain obligations as set forth in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of
a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of
transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such
Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the Holders of
a majority in principal amount of Securities of this series at the time
Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal
of (and premium, if any) and interest on this Security herein provided,
and at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in
any place where the principal of (and premium, if any) and interest on
this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee
or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of
this series of a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.