exv4wbwiwiii








Exhibit 4.b.i(iii)




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:  	 	 
	 	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.