0000950124-06-000949 Sample Contracts

BY AND AMONG MASCOTECH, INC.
Shareholders Agreement • March 2nd, 2006 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members • New York
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Masco Corp /De/ • March 2nd, 2006 • Millwood, veneer, plywood, & structural wood members • New York
Restricted Stock Award Agreement [Date]
Masco Corp /De/ • March 2nd, 2006 • Millwood, veneer, plywood, & structural wood members • Michigan

On behalf of the Company, I am pleased to inform you that on [date] the Board of Directors granted you an Award of Restricted Stock, pursuant to the Company's 1997 Non-Employee Directors Stock Plan (the "Plan"), of shares of the Company's $1.00 par value Common Stock. This letter states the terms of the Award and contains other provisions which on your acceptance commit the Company and you, so I urge you to read it carefully. You should also read the Plan, and the Prospectus dated [date], which are available from the Company. Enclosed are copies of these documents as well as our latest annual report to stockholders and proxy statement to the extent our records indicate you may not have previously received them.

Date]
Option Agreement • March 2nd, 2006 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members
Date]
Option Agreement • March 2nd, 2006 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members

This option, if accepted by you, grants you the right to purchase [no. of shares] shares of the Company's $1.00 par value Common Stock at a price of [$____] per share, which the Board has determined is the fair market value of a share of the Company's Common Stock on the date of grant as reflected by trades reported on the New York Stock Exchange.

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