RESOLUTIONS
OF THE PRICING COMMITTEE
OF THE BOARD OF DIRECTORS
OF MASCO CORPORATION
August 17, 1993
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 following resolutions:
WHEREAS, the Company has filed two Registration Statements (Nos.
33-40067 and 33-53330) on Form S-3 with the Securities and Exchange Commission,
which are in effect;
WHEREAS, the Company desires to create an additional series of
securities under the Indenture dated as of December 1, 1982 (the "Indenture"),
with Morgan Guaranty Trust Company of New York, as trustee (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, IT IS 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 "7 1/8%
Debentures Due August 15, 2013".
2. The aggregate principal amount of Securities of such series which
may be authenticated and delivered under the Indenture is limited
to Two Hundred Million Dollars ($200,000,000), 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 2.07, 2.08,
2.09, 9.04 or 14.03 of the Indenture.
3. The date on which the principal of the Securities of such series
shall be payable is August 15, 2013.
4. The Securities of such series shall bear interest from August 15,
1993, at the rate of 7 1/8% per annum, payable semi-annually on
February 15 and August 15 of each year commencing on February 15,
1994, 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 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 under Section 3.02 of the Indenture in
the Borough of Manhattan, The City of New York, or at any other
office or agency designated by the Company, for such purpose
pursuant to the Indenture; 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 on the Company's registry books.
6. The Securities of such series shall not be redeemable prior to
maturity.
7. The Securities of such series shall be issuable in denominations
of One Thousand Dollars ($1,000) and any integral multiples
thereof.
8. The Securities shall be issuable at a price such that this Company
shall receive $197,000,000 (plus accrued interest from August 15,
1993 to the date of delivery) after an underwriting discount of
$1,750,000.
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 of any
Vice President is authorized to execute, on the Company's behalf and in its
name, and the Secretary or an Assistant Secretary 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) $200,000,000 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) in fully registered
form in substantially the form of the debenture filed as an exhibit to the
Company's Registration Statements on Form S-3 (No. 33-40067 and 33-53330), but
with such changes and insertions therein as are appropriate to conform the
Debentures to the terms set forth herein or otherwise as the respective officers
executing the Securities shall approve and as are not inconsistent with these
resolutions, such approval to be conclusively evidenced by such
officer's execution and delivery of such Securities, 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 the 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 Salomon Brothers Inc and Smith Barney Shearson
Inc. are appointed as the 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 and 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 Morgan Guaranty Trust Company of New York, 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 Morgan Guaranty Trust Company of
New York in the Borough of Manhattan, The City of New York 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 Morgan Guaranty Trust Company of New York 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
Morgan Guaranty Trust Company of New York, 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 Company officer 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).
Permanent Global Registered Fixed Rate Security
THIS DEBENTURE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR DEBENTURES IN CERTIFICATED FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC") TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS DEBENTURE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO MASCO CORPORATION OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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
7 1/8% Debenture Due August 15, 2013
REGISTERED CUSIP No. 574599AN6
No. R-1
Masco Corporation, a corporation duly organized and existing under the laws of
the State of Delaware (herein referred to as the "Company"), for value received,
hereby promises to pay to CEDE & CO. or registered assigns, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, the
principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000) on August 15, 2013,
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest, semi-annually on February 15 and August 15 of each year, on
said principal sum at said office or agency, in like coin or currency, at the
rate per annum specified in the title of this Debenture, from the February 15 or
August 15, as the case may be, next preceding the date of this Debenture to
which interest has been paid or duly provided for, unless the date hereof is a
date to which interest has been paid or duly provided for, in which case from
the date of this Debenture, or unless no interest has been paid or duly provided
for on the Debentures since the original issue date (as defined in the Indenture
referred to on the reverse hereof) of this Debenture, in which case from the
February 15 or August 15 next preceding such original issue date or if the
original issue date is a February 15 or August 15 then from such original issue
date, until
1
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after February 1 or August
1, as the case may be, and before the following February 15 or August 15, this
Debenture shall bear interest from such February 15 or August 15; provided,
however, that if the Company shall default in the payment of interest on such
February 15 or August 15, then this Debenture shall bear interest from the next
preceding February 15 or August 15 to which interest has been paid or duly
provided for, or, if no interest has been paid or duly provided for on the
Debentures since the original issue date (as defined in such Indenture) of this
Debenture, from the February 15 or August 15 next preceding such original issue
date unless the original issue date is a February 15 or August 15, in which case
from the original issue date hereof. The interest so payable on any February 15
or August 15 will, subject to certain exceptions provided in such Indenture, be
paid to the person in whose name this Debenture is registered at the close of
business on the February 1 or August 1, as the case may be, next preceding such
February 15 or August 15, whether or not such February 1 or August 1 is a
business day, and may, at the option of the Company, be paid by check mailed to
the registered address of such person.
Reference is made to the further provisions of this Debenture set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf of
the Trustee under such Indenture.
2
IN WITNESS WHEREOF, Masco Corporation has caused this instrument to be executed
in its corporate name by the facsimile signature of its Chairman of the Board or
its President and imprinted with a facsimile of its corporate seal, attested by
the facsimile signature of its Secretary or an Assistant Secretary.
Dated: August 18, 1993
Masco Corporation
By /s/Richard A. Manoogian
-----------------------
Chairman of the Board
Attest
By /s/ Gerald Bright
-----------------------
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE SECURITIES OF THE SERIES DESIGNATED THEREIN REFERRED TO IN
THE WITHIN-MENTIONED INDENTURE.
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
AS TRUSTEE
BY
---------------------------------
AUTHORIZED OFFICER
3
REVERSE OF DEBENTURES
This Debenture is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of December 1, 1982 (herein called
the "Indenture"), duly executed and delivered by the Company to Morgan Guaranty
Trust Company of New York, Trustee (herein called the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and holders of the Securities.
The Securities may be issued in one or more series, which different series may
be issued in various aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase or
analogous funds (if any), may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided. This Debenture is
one of a series designated as the 7 1/8% Debentures Due August 15, 2013 of the
Company, limited in aggregate principal amount to $200,000,000.
In case an Event of Default with respect to the 7 1/8% Noes Due August
15, 2013 shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 66 2/3% in aggregate
principal amount of the Securities at the time outstanding of all series to be
affected (voting as a class), evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the holders of the Securities
of each such series; provided, however, that no such supplemental indenture
shall (i) extend the final maturity of any Security, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount
thereof or any premium thereon, or reduce any amount payable on redemption
thereof or make the principal thereof or any interest of premium thereon payable
in any coin or currency other than that hereinbefore provided, or impair or
affect the right of any holder to institute suit for payment thereof or the
right of repayment, if any, at the option of the holder, without the consent of
the holder of each Security so affected, or (ii) reduce the aforesaid principal
amount of Securities of all series to be affected, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of all Securities so affected then outstanding. It is also provided
in the Indenture that, with respect to certain defaults or Events of Default
regarding the Securities of any series, prior to any declaration accelerating
the maturity of such Securities, the holders of a majority in aggregate
principal amount of the Securities of such series at the time outstanding (or,
4
in the case of certain defaults or Events of Default, all the Securities) may on
behalf of the holders of all of the Securities of such series (or all the
Securities, as the case may be) waive any such past default or Event of Default
under the Indenture and its consequences except a default in the payment of
principal of, premium, if any, or interest, if any, on any of the Securities.
Any such consent or waiver by the holder of this Debenture (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of this Debenture and any Debentures which
may be issued in exchange or transfer hereof or in substitution herefor,
irrespective of whether or not any notation thereof is made upon this Debenture
or such other Debentures.
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Debenture at the place, at the respective times, at the rate and in the coin or
currency herein prescribed.
The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000. Upon due presentment for
registration of transfer of this Debenture at the office or agency of the
Company for such registration in the Borough of Manhattan, The City of New York,
or any other location or locations as may be provided for pursuant to the
Indenture, a new Debenture or Debentures of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.
The Debentures may not be redeemed prior to maturity.
The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the holder hereof as the absolute owner of this Debenture
(whether or not this Debenture shall be overdue and notwithstanding any notation
of ownership or other writing hereon), for the purpose of receiving payment of
or on account of the principal hereof and, subject to the provisions on the face
hereof, interest hereon, and for all other purposes, and neither the Company nor
the Trustee nor any such agent shall be affected by any notice to the contrary.
All payments made to or upon the order of such holder shall, to the extent of
the sum or sums paid, effectually satisfy and discharge liability for moneys
payable hereon.
No recourse for the payment of the principal of, or premium, if any, or
interest on this Debenture, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Debenture, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or
5
any successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
All terms used in this Debenture which are defined in the Indenture
shall have the respective meanings ascribed to them therein.
This Debenture shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of that State.
6
The following abbreviations, where such abbreviations appear on this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT- Custodian
-------------- --------------------------------
(Cust) (Minor)
under Uniform Gifts to Minors Act
--------------------
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- --------------------------------------------------------------------------------
the within Debenture of MASCO CORPORATION and hereby
does irrevocably constitute and appoint
Attorney
- -----------------------------------------------------------------
to transfer the said Debenture on the books of the within-named Company,
with full power of substitution in the premises.
Dated
--------------------------- -------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
7
RESOLUTIONS
OF THE
PRICING COMMITTEE
OF THE
BOARD OF DIRECTORS
OF MASCO CORPORATION
April 16, 1998
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 following resolutions: WHEREAS, the
Company has filed a Registration Statement (No. 33-56043) on Form S-3 with the
Securities and Exchange Commission, which is in effect; WHEREAS, the Company
desires to create an additional series of securities under the Indenture dated
as of December 1, 1982 (as amended to the date hereof, the "Indenture"), with
The First National Bank of Chicago, as successor trustee to Morgan Guaranty
Trust Company of New York (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 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 "6.625%
Debentures Due April 15, 2018".
2. The aggregate principal amount of Securities of such series which
may be authenticated and delivered under the Indenture is limited to Two
Hundred Fifty Million Dollars ($250,000,000), expect 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 2.07, 2.08, 2.09, 9.04 or 14.03 of the Indenture.
3. The date on which the principal of the Securities of such series
shall be payable is April 15, 2018.
4. The Securities of such series shall bear interest from April 21,
1998, at the rate of 6.625% per annum, payable semi-annually on April 15
and October 15 of each year commencing on October 15, 1998, until the
principal thereof is paid or made available for payment. The April 1 or
October 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 one or more
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
described in the Company's prospectus supplement dated April 16, 1998
relating to the Securities and, except as described in such prospectus
supplement, 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 under Section 3.02 of the Indenture in the Borough of
Manhattan, The City of New York, or at any other office or agency
designated by the Company, for such purpose pursuant to the Indenture;
provided, however, that if Securities in definitive registered form are
issued, then 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 on the Company's registry books.
7. The Securities of such series shall not be redeemable 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 $247,460,000 after an underwriting discount of $2,187,500.
10. The Securities shall be subject to defeasance and discharge and to
defeasance of certain obligations as set forth in the Indenture.
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), $250,000,000 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
2
exchange, substitution or transfer, all as provided in the Indenture) in fully
registered form in substantially the form of the note filed as an exhibit to the
Company's Registration Statement on Form S-3 (No. 33-56043), but with such
changes and insertions therein as are appropriate to conform the Securities to
the terms set forth herein or otherwise as the respective officers executing the
Securities shall approve and as are not inconsistent with these resolutions,
such approval to be conclusively evidenced by such officer's execution and
delivery of such Securities, 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 of disposed of,
the individual so signing shall have ceased to hold such office;
FURTHER RESOLVED, that Salomon Brothers Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated are appointed as the 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 The First National Bank of Chicago, 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 The First National Bank of Chicago in the Borough
of Manhattan, The City of New York 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;
3
FURTHER RESOLVED, that The First National Bank of Chicago 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 The First National
Bank of Chicago, 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).
Permanent Global Registered Fixed Rate Security
THIS DEBENTURE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN CERTIFICATED FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC") TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS DEBENTURE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO MASCO CORPORATION OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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
6.625% Debenture Due April 15, 2018
REGISTERED CUSIP No. 574599 AR7
No. R-1
Masco Corporation, a corporation duly organized and existing under the laws of
the State of Delaware (herein referred to as the "Company"), for value received,
hereby promises to pay to CEDE & CO. or registered assigns, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, the
principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000) on April 15, 2018,
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest, semi-annually on April 15 and October 15 of each year, on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum specified in the title of this Debenture, from the April 15 or October
15, as the case may be, next preceding the date of this Debenture to which
interest has been paid or duly provided for, unless the date hereof is a date to
which interest has been paid or duly provided for, in which case from the date
of this Debenture, or unless no Interest has been paid or duly provided for on
the Debentures since the original issue date (as defined in the Indenture
referred to on the reverse hereof) of this Debenture, in which case from the
original issue date, until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after April 1
or October 1, as the case may be, and before the following April 15 or October
15, this Debenture shall bear interest from such April 15 or October 15;
provided, however,
1
that if the Company shall default in the payment of interest on such April 15 or
October 15, then this Debenture shall bear interest from the next preceding
April 15 or October 15 to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for on the Debentures since the
original issue date (as defined in such Indenture) of this Debenture, from the
original issue date hereof. The interest so payable on any April 15 or October
15 will, subject to certain exceptions provided in such Indenture, be paid to
the person in whose name this Debenture is registered at the close of business
on the April 1 or October 1, as the case may be, next preceding such April 15 or
October 15, whether or not such April 1 or October 1 is a business day, and may,
at the option of the Company, be paid by check mailed to the registered address
of such person.
Reference is made to the further provisions of this Debenture set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf of
the Trustee under such Indenture.
****[end of page 2]***
2
IN WITNESS WHEREOF, Masco Corporation has caused this instrument to be executed
in its corporate name by the manual or facsimile signature of its Chairman of
the Board or its President and imprinted with a manual or facsimile of its
corporate seal, attested by the manual or facsimile signature of its Secretary
or an Assistant Secretary.
Dated: April 21, 1997
Masco Corporation
By /s/Richard A. Manoogian
Chairman of the Board
Attest
By /s/John R. Leekley
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated therein referred to in
the within-mentioned indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
AS TRUSTEE
BY________________________
AUTHORIZED OFFICER
3
REVERSE OF NOTES
This Debenture is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of December 1, 1982 (herein called
the "Indenture"), duly executed and delivered by the Company to The First
National Bank of Chicago (as successor trustee to Morgan Guaranty Trust Company
of New York), Trustee (herein called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and holders of the Securities. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if
any), may be subject to different covenants and Events of Default and may
otherwise vary as in the Indenture provided. This Debenture is one of a series
designated as the 6.625% Debentures Due April 15, 2018 of the Company, limited
in aggregate principal amount to $250,000,000.
In case an Event of Default with respect to the 6.625% Debentures Due April
15, 2018 shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become due and payable, in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66-2/3% in aggregate principal
amount of the Securities at the time outstanding of all series to be affected
(voting as a class), evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the holders of the Securities
of each such series; provided, however, that no such supplemental indenture
shall (i) extend the final maturity of any Security, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount
thereof or any premium thereon, or reduce any amount payable on redemption
thereof or make the principal thereof or any interest of premium thereon payable
in any coin or currency other than that hereinbefore provided, or impair or
affect the right of any holder to institute suit for payment thereof or the
right of repayment, if any, at the option of the holder, without the consent of
the holder of each Security so affected, or (ii) reduce the aforesaid principal
amount of Securities of all series to be affected, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of all Securities so affected then outstanding. It is also provided
in the Indenture that, with respect to certain defaults or Events of Default
regarding the Securities of any series, prior to any declaration accelerating
the maturity of such Securities, the holders of a majority in aggregate
principal amount of the Securities of such series at the time outstanding
4
(or, in the case of certain defaults or Events of Default, all the Securities)
may on behalf of the holders of all of the Securities of such series (or all the
Securities, as the case may be) waive any such past default or Event of Default
under the Indenture and its consequences except a default in the payment of
principal of, premium, if any, or interest, if any, on any of the Securities.
Any such consent or waiver by the holder of this Debenture (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of this Debenture and any Debentures which
may be issued in exchange or transfer hereof or in substitution herefor,
irrespective of whether or not any notation thereof is made upon this Debenture
or such other Debentures.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the place, at the respective times, at the rate and in the coin or
currency herein prescribed.
The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000. Upon due presentment for
registration of transfer of this Debenture at the office or agency of the
Company for such registration in the Borough of Manhattan, The City of New York,
or any other location or locations as may be provided for pursuant to the
Indenture, a new Debenture or Debentures of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.
The Debentures may not be redeemed prior to maturity.
The Debentures will be subject to defeasance and discharge and to
defeasance of certain obligations as set forth in the Indenture.
The Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the holder hereof as the absolute hereof (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment of or on account of
the principal hereof and, subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Company nor the Trustee nor
any such agent shall be affected by any notice to the contrary. All payments
made to or upon the order of such holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable hereon.
No recourse for the payment of the principal of, or premium, if any, or
interest on this Debenture, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Debenture, or because of the creation of any indebtedness represented
thereby, shall
5
be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
All terms used in this Debenture which are defined in the Indenture shall
have the respective meanings ascribed to them therein.
This Debenture shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of that State.
***[end of page 6]***
The following abbreviations, where such abbreviations appear on this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common UNIF
GIFT MIN ACT-..............Custodian..............
(Cust) (Minor)
under Uniform Gifts to Minors Act........................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
________________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
the within Debenture of MASCO CORPORATION and hereby does irrevocably
constitute and appoint
Attorney
to transfer the said Debenture on the books of the within-named Company, with
full power of substitution in the premises.
Dated
_______________ ____________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
6
Permanent Global Registered Fixed Rate Security
THIS DEBENTURE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN CERTIFICATED FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC") TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS DEBENTURE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO MASCO CORPORATION OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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
6.625% Debenture Due April 15, 2018
REGISTERED CUSIP No. 574599 AR7
No. R-2
Masco Corporation, a corporation duly organized and existing under the laws of
the State of Delaware (herein referred to as the "Company"), for value received,
hereby promises to pay to CEDE & CO. or registered assigns, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, the
principal sum of FIFTY MILLION DOLLARS ($50,000,000) on April 15, 2018, in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts, and to pay
interest, semi-annually on April 15 and October 15 of each year, on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum specified in the title of this Debenture, from the April 15 or October
15, as the case may be, next preceding the date of this Debenture to which
interest has been paid or duly provided for, unless the date hereof is a date to
which interest has been paid or duly provided for, in which case from the date
of this Debenture, or unless no Interest has been paid or duly provided for on
the Debentures since the original issue date (as defined in the Indenture
referred to on the reverse hereof) of this Debenture, in which case from the
original issue date, until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after April 1
or October 1, as the case may be, and before the following April 15 or October
15, this Debenture shall bear interest from such April 15 or October 15;
provided, however,
1
that if the Company shall default in the payment of interest on such April 15 or
October 15, then this Debenture shall bear interest from the next preceding
April 15 or October 15 to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for on the Debentures since the
original issue date (as defined in such Indenture) of this Debenture, from the
original issue date hereof. The interest so payable on any April 15 or October
15 will, subject to certain exceptions provided in such Indenture, be paid to
the person in whose name this Debenture is registered at the close of business
on the April 1 or October 1, as the case may be, next preceding such April 15 or
October 15, whether or not such April 1 or October 1 is a business day, and may,
at the option of the Company, be paid by check mailed to the registered address
of such person.
Reference is made to the further provisions of this Debenture set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf of
the Trustee under such Indenture.
****[end of page 2]***
2
IN WITNESS WHEREOF, Masco Corporation has caused this instrument to be executed
in its corporate name by the manual or facsimile signature of its Chairman of
the Board or its President and imprinted with a manual or facsimile of its
corporate seal, attested by the manual or facsimile signature of its Secretary
or an Assistant Secretary.
Dated: April 21, 1997
Masco Corporation
By/s/Richard A. Manoogian
Chairman of the Board
Attest
By/s/John R. Leekley
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated therein referred to in
the within-mentioned indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
AS TRUSTEE
BY________________________
AUTHORIZED OFFICER
3
REVERSE OF NOTES
This Debenture is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Company (hereinafter called the
ASecurities@) of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of December 1, 1982 (herein called
the "Indenture"), duly executed and delivered by the Company to The First
National Bank of Chicago (as successor trustee to Morgan Guaranty Trust Company
of New York), Trustee (herein called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and holders of the Securities. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if
any), may be subject to different covenants and Events of Default and may
otherwise vary as in the Indenture provided. This Debenture is one of a series
designated as the 6.625% Debentures Due April 15, 2018 of the Company, limited
in aggregate principal amount to $250,000,000.
In case an Event of Default with respect to the 6.625% Debentures Due April
15, 2018 shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become due and payable, in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66 2/3% in aggregate principal
amount of the Securities at the time outstanding of all series to be affected
(voting as a class), evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the holders of the Securities
of each such series; provided, however, that no such supplemental indenture
shall (i) extend the final maturity of any Security, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount
thereof or any premium thereon, or reduce any amount payable on redemption
thereof or make the principal thereof or any interest of premium thereon payable
in any coin or currency other than that hereinbefore provided, or impair or
affect the right of any holder to institute suit for payment thereof or the
right of repayment, if any, at the option of the holder, without the consent of
the holder of each Security so affected, or (ii) reduce the aforesaid principal
amount of Securities of all series to be affected, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of all Securities so affected then outstanding. It is also provided
in the Indenture that, with respect to certain defaults or Events of Default
regarding the Securities of any series, prior to any declaration accelerating
the maturity of such Securities, the holders of a majority in aggregate
principal amount of the Securities of such series at the time outstanding
4
(or, in the case of certain defaults or Events of Default, all the Securities)
may on behalf of the holders of all of the Securities of such series (or all the
Securities, as the case may be) waive any such past default or Event of Default
under the Indenture and its consequences except a default in the payment of
principal of, premium, if any, or interest, if any, on any of the Securities.
Any such consent or waiver by the holder of this Debenture (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of this Debenture and any Debentures which
may be issued in exchange or transfer hereof or in substitution herefor,
irrespective of whether or not any notation thereof is made upon this Debenture
or such other Debentures.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the place, at the respective times, at the rate and in the coin or
currency herein prescribed.
The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000. Upon due presentment for
registration of transfer of this Debenture at the office or agency of the
Company for such registration in the Borough of Manhattan, The City of New York,
or any other location or locations as may be provided for pursuant to the
Indenture, a new Debenture or Debentures of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.
The Debentures may not be redeemed prior to maturity.
The Debentures will be subject to defeasance and discharge and to
defeasance of certain obligations as set forth in the Indenture.
The Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the holder hereof as the absolute hereof (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment of or on account of
the principal hereof and, subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Company nor the Trustee nor
any such agent shall be affected by any notice to the contrary. All payments
made to or upon the order of such holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable hereon.
No recourse for the payment of the principal of, or premium, if any, or
interest on this Debenture, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Debenture, or because of the creation of any indebtedness represented
thereby, shall
5
be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
All terms used in this Debenture which are defined in the Indenture shall
have the respective meanings ascribed to them therein.
This Debenture shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of that State.
***[end of page 6]***
6
The following abbreviations, where such abbreviations appear on this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT-..............Custodian..............
(Cust) (Minor)
under Uniform Gifts to Minors Act............................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
the within Debenture of MASCO CORPORATION and hereby does irrevocably
constitute and appoint
Attorney
to transfer the said Debenture on the books of the within named Company, with
full power of substitution in the premises.
Dated
___________________ ____________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
7
RESOLUTIONS
OF THE
PRICING COMMITTEE
OF THE
BOARD OF DIRECTORS
OF MASCO CORPORATION
October 6, 1998
WHEREAS, Masco Corporation, a Delaware corporation (the "Company") the
Company has filed a Registration Statement (No. 33-56043) on Form S-3 with the
Securities and Exchange Commission, which is in effect;
WHEREAS, the Company desires to create an additional series of securities
under the Indenture dated as of December 1, 1982 (as amended to the date hereof,
the "Indenture"), with The First National Bank of Chicago, as successor trustee
to Morgan Guaranty Trust Company of New York (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 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 "5.75%
Notes Due 2008".
2. The aggregate principal amount of Securities of such series which
may be authenticated and delivered under the Indenture is limited to One
Hundred Million Dollars ($100,000,000), 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 2.07, 2.08, 2.09, 9.04 or 14.03 of the Indenture.
3. The date on which the principal of the Securities of such series
shall be payable is October 15, 2008.
4. The Securities of such series shall bear interest from October 9,
1998, at the rate of 5.75% per annum, payable semi-annually on April 15 and
October 15 of each year commencing on April 15, 1999, until the principal
thereof is paid or made available for payment. The April 1 or October 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 one or more
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
described in the Company's prospectus supplement dated October 6, 1998
relating to the Securities and, except as described in such prospectus
supplement, 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 under Section 3.02 of the Indenture in the Borough of
Manhattan, the City of New York, or at any other office or agency
designated by the Company, for such purpose pursuant to the Indenture;
provided, however, that if Securities in definitive registered form are
issued, then 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 on the Company's registry books.
7. The Securities of such series shall not be redeemable 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 $99,350,000 after an underwriting discount of $650,000.
10. The Securities shall be subject to defeasance and discharge and to
defeasance of certain obligations as set forth in the Indenture.
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), $100,000,000 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,
2
substitution or transfer, all as provided in the Indenture) in fully registered
form in substantially the form of the note filed as an exhibit to the Company's
Registration Statement on Form S-3 (No. 33-56043), but with such changes and
insertions therein as are appropriate to conform the Securities to the terms set
forth herein or otherwise as the respective officers executing the Securities
shall approve and as are not inconsistent with these resolutions, such approval
to be conclusively evidenced by such officer's execution and delivery of such
Securities, 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
and Salomon Smith Barney Inc. are appointed as the 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 The First National Bank of Chicago, 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 The First National Bank of Chicago in the Borough
of Manhattan, The City of New York 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 The First National Bank of Chicago 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 The First National
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Bank of Chicago, 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).
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Permanent Global Registered Fixed Rate Security
THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO A
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO MASCO CORPORATION OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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
5.75% Note Due 2008
REGISTERED CUSIP No. 574599AS5
No. R-1
Masco Corporation, a corporation duly organized and existing under the laws of
the State of Delaware (herein referred to as the "Company"), for value received,
hereby promises to pay to CEDE & CO. or registered assigns, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, the
principal sum of ONE HUNDRED MILLION DOLLARS ($100,000,000) on October 15, 2008,
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest, semi-annually on April 15 and October 15 of each year, on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum specified in the title of this Note, from the April 15 or October 15,
as the case may be, next preceding the date of this Note to which interest has
been paid or duly provided for, unless the date hereof is a date to which
interest has been paid or duly provided for, in which case from the date of this
Note, or unless no Interest has been paid or duly provided for on the Notes
since the original issue date (as defined in the Indenture referred to on the
reverse hereof) of this Note, in which case from the original issue date, until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after April 1 or October 1,
as the case may be, and
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before the following April 15 or October 15, this Note shall bear interest from
such April 15 or October 15; provided, however, that if the Company shall
default in the payment of interest on such April 15 or October 15, then this
Notes shall bear interest from the next preceding April 15 or October 15 to
which interest has been paid or duly provided for, or, if no interest has been
paid or duly provided for on the Notes since the original issue date (as defined
in such Indenture) of this Note, from the original issue date hereof. The
interest so payable on any April 15 or October 15 will, subject to certain
exceptions provided in such Indenture, be paid to the person in whose name this
Note is registered at the close of business on the April 1 or October 1, as the
case may be, next preceding such April 15 or October 15, whether or not such
April 1 or October 1 is a business day, and may, at the option of the Company,
be paid by check mailed to the registered address of such person.
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf of
the Trustee under such Indenture.
2
IN WITNESS WHEREOF, Masco Corporation has caused this instrument to be executed
in its corporate name by the manual or facsimile signature of its Chairman of
the Board or its President and imprinted with a manual or facsimile of its
corporate seal, attested by the manual or facsimile signature of its Secretary
or an Assistant Secretary.
Dated: October 9, 1998
Masco Corporation
By /s/Richard A. Manoogian
-----------------------
Chairman of the Board
Attest
By /s/Richard G. Mosteller
-----------------------
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated therein referred to in
the within-mentioned indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
AS TRUSTEE
BY
---------------------
AUTHORIZED OFFICER
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REVERSE OF NOTES
This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of December 1, 1982 (herein called
the "Indenture"), duly executed and delivered by the Company to The First
National Bank of Chicago (as successor trustee to Morgan Guaranty Trust Company
of New York), Trustee (herein called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and holders of the Securities. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if
any), may be subject to different covenants and Events of Default and may
otherwise vary as in the Indenture provided. This Note is one of a series
designated as the 5.75% Notes Due 2008 of the Company, limited in aggregate
principal amount to $100,000,000.
In case an Event of Default with respect to the 5.75% Notes Due 2008 shall
have occurred and be continuing, the principal hereof may be declared, and upon
such declaration shall become due and payable, in the manner, with the effect
and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66-2/3% in aggregate principal
amount of the Securities at the time outstanding of all series to be affected
(voting as a class), evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the holders of the Securities
of each such series; provided, however, that no such supplemental indenture
shall (i) extend the final maturity of any Security, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount
thereof or any premium thereon, or reduce any amount payable on redemption
thereof or make the principal thereof or any interest of premium thereon payable
in any coin or currency other than that hereinbefore provided, or impair or
affect the right of any holder to institute suit for payment thereof or the
right of repayment, if any, at the option of the holder, without the consent of
the holder of each Security so affected, or (ii) reduce the aforesaid principal
amount of Securities of all series to be affected, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of all Securities so affected then outstanding. It is also provided
in the Indenture that, with respect to certain defaults or Events of Default
regarding the Securities of any series, prior to any declaration accelerating
the maturity of such Securities, the holders of a majority in
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aggregate principal amount of the Securities of such series at the time
outstanding (or, in the case of certain defaults or Events of Default, all the
Securities) may on behalf of the holders of all of the Securities of such series
(or all the Securities, as the case may be) waive any such past default or Event
of Default under the Indenture and its consequences except a default in the
payment of principal of, premium, if any, or interest, if any, on any of the
Securities. Any such consent or waiver by the holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Note and any Notes which
may be issued in exchange or transfer hereof or in substitution herefor,
irrespective of whether or not any notation thereof is made upon this Note or
such other Notes.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate and in the coin or currency
herein prescribed.
The Notes are issuable in registered form without coupons in denominations
of $1,000 and any multiple of $1,000. Upon due presentment for registration of
transfer of this Note at the office or agency of the Company for such
registration in the Borough of Manhattan, The City of New York, or any other
location or locations as may be provided for pursuant to the Indenture, a new
Note or Notes of authorized denominations for an equal aggregate principal
amount will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture, without charge except for any tax or
other governmental charge imposed in connection therewith.
The Notes may not be redeemed prior to maturity.
The Notes will be subject to defeasance and discharge and to defeasance of
certain obligations as set forth in the Indenture.
The Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the holder hereof as the absolute hereof (whether or not this
Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon), for the purpose of receiving payment of or on account of the
principal hereof and, subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Company nor the Trustee nor
any such agent shall be affected by any notice to the contrary. All payments
made to or upon the order of such holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable hereon.
No recourse for the payment of the principal of, or premium, if any, or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the
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Indenture or any indenture supplemental thereto or in any Note, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.
All terms used in this Note which are defined in the Indenture shall have
the respective meanings ascribed to them therein.
This Note shall be deemed to be a contract made under the laws of the State
of New York, and for all purposes shall be construed in accordance with and
governed by the laws of that State.
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The following abbreviations, where such abbreviations appear on this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT-..............Custodian..............
(Cust) (Minor)
under Uniform Gifts to Minors Act.........................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
the within Note of MASCO CORPORATION and hereby does irrevocably
constitute and appoint
Attorney
________________________________________________________________________
to transfer the said Note on the books of the within-named Company, with full
power of substitution in the premises.
Dated
___________________ ____________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
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