EXHIBIT 4.b.i
RESOLUTIONS OF THE PRICING COMMITTEE OF
THE BOARD OF DIRECTORS
OF MASCO CORPORATION
JUNE 7, 2005
In lieu of a meeting, the undersigned, being all of the members of the
Pricing Committee of the Board of Directors of Masco Corporation, a Delaware
corporation, (the "Company") adopt the resolutions attached on Exhibit A hereto.
Dated: June 7, 2005
/s/ Richard A. Manoogian
------------------------
Richard A. Manoogian
/s/ J. Michael Losh
----------------------------
J. Michael Losh
Exhibit A
RESOLUTIONS OF THE PRICING COMMITTEE
OF THE BOARD OF DIRECTORS OF
MASCO CORPORATION
JUNE 7, 2005
WHEREAS, Masco Corporation, a Delaware corporation (the "Company") the
Company has filed a Registration Statement (No. 100641) on Form S-3 with the
Securities and Exchange Commission, which is in effect;
WHEREAS, the Company desires to create a series of securities under the
indenture dated as of February 12, 2001 (the "Indenture"), with J. P. Morgan
Trust Company, National Association, (as successor to 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:
1. The Securities of one series shall be designated as the "4.80%
Notes Due 2015."
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 December 15, 2015.
4. The Securities of such series shall bear interest from June 10,
2005 at the rate of 4.80% per annum, payable semi-annually on June 15 and
December 15 of each year commencing on December 15, 2005 until the
principal thereof is paid or made available for payment. The June 1 or
December 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 15 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 Four Million One Hundred
Fifty-Five Thousand Dollars ($494,155,000) 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 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), $500,000,000 aggregate
principal amount of the Securities of such series (and in addition, Securities
to replace lost, stolen, mutilated or destroyed Securities and Securities
required for exchange, substitution or transfer, all as
provided in the Indenture) and to deliver such Securities to the Trustee for
authentication, and the Trustee is authorized and directed thereupon to
authenticate and deliver the same to or upon the written order of this Company
as provided in the Indenture;
FURTHER RESOLVED, that the signatures of the Company officers so
authorized to execute the Securities of such series may be the manual or
facsimile signatures of the present or any future authorized officers and may be
imprinted or otherwise reproduced thereon, and the Company for such purpose
adopts each facsimile signature as binding upon it notwithstanding the fact that
at the time the respective 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,
Citigroup Global Markets Inc. and J. P. Morgan Securities Inc., 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 J. P. Morgan 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 J. P. Morgan 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 J. P. Morgan 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 J.
P. Morgan 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).
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
4.80% Notes Due 2015
$500,000,000
CUSIP No. 574599BC9
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
Five Hundred Million Dollars on June 15, 2015, and to pay interest thereon from
June 10, 2005 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on June 15 and December 15 in
each year, commencing December 15, 2005, at the rate of 4.80% 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 June 1
or December 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: June 10, 2005
MASCO CORPORATION
By:
---------------------
John R. Leekley
Senior Vice President
and General Counsel
Attest:
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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: June 10, 2005
J.P. Morgan Trust Company, National Association,
as Trustee
By: _________________________________
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 J.P. Morgan Trust Company, National
Association (as successor in interest to 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 $500,000,000.
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 15
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 Citigroup Global Markets 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.