MASCOTECH, INC.,











                              METALYNC COMPANY LLC





                                       AND





                  BANK ONE TRUST COMPANY, N.A. (as successor in

                interest to THE FIRST NATIONAL BANK OF CHICAGO),

                                     Trustee







                             ----------------------



                          Third Supplemental Indenture



                          Dated as of November 28, 2000

                             ----------------------





                    Indenture, Dated as of November 1, 1986,

                    as supplemented and amended by the First

           Supplemental Indenture, Dated as of August 5, 1994, and the

          Second Supplemental Indenture, Dated as of November 28, 2000

                           Between MascoTech, Inc. and

       The First National Bank of Chicago, as successor Trustee to Morgan

                      Guaranty Trust Company of New York,

           Relating to the 4 1/2% Convertible Subordinated Debentures

                                    Due 2003







--------------------------------------------------------------------------------







<PAGE>









                          THIRD SUPPLEMENTAL INDENTURE





     THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"), dated

as of November 28, 2000, between MascoTech, Inc., a Delaware corporation (the

"Company"), Metalync Company LLC, a Delaware limited liability company and a

wholly-owned subsidiary of the Company ("Metalync"), both having their principal

offices at 21001 Van Born Road, Taylor, Michigan 48180, and Bank One Trust

Company, N.A. (as successor in interest to The First National Bank of Chicago),

a national banking association as Trustee (the "Trustee").





                                    RECITALS





     WHEREAS, the Company, formerly known as Masco Industries, Inc., heretofore

executed and delivered an Indenture, dated as of November 1, 1986, a

Supplemental Indenture, dated as of August 5, 1994, and a Second Supplemental

Indenture, dated as of November 28, 2000 (together, the "Indenture") with the

Trustee (capitalized terms used but not otherwise defined in this Third

Supplemental Indenture shall have the meanings ascribed to such terms in the

Indenture); and





     WHEREAS, pursuant to the Indenture, the Company issued and the Trustee

authenticated and delivered $345,000,000 aggregate principal amount of the

Company's 4 1/2% Convertible Subordinated Debentures Due 2003 (the

"Convertible Securities"); and





     WHEREAS, pursuant to Section 11.01(g) of the Indenture, Metalync, the

Company and the Trustee may enter into this Third Supplemental Indenture without

the consent of any holders of the Convertible Securities to make provisions in

regard to matters arising under the Indenture which do not materially adversely

affect the interests of the holders of Securities; and





     WHEREAS, the Company will assign certain of its assets to Metalync; and





     WHEREAS, Metalync and the Company desire to join Metalync as a party to the

Indenture pursuant to Section 12.01 of the Indenture; and







<PAGE>

                                      -2-





     WHEREAS, this Third Supplemental Indenture has been duly authorized by all

necessary corporate action on the part of Metalync and the Company; and





     NOW, THEREFORE, Metalync and the Company hereby covenant and agree with the

Trustee for the equal and proportionate benefit of all holders of the

Convertible Securities, as follows:







                                   ARTICLE ONE



                                    AMENDMENT





     Section 1.1. Amendment of Certain Sections of Indenture. Subject to the

other provisions hereof, and pursuant to Section 11.01(g) of the Indenture, the

Indenture is hereby amended and supplemented in the following respects:



     (a) Section 3.06(a) of the Indenture is hereby amended by deleting the text

contained in the third line of subpart (a) thereof and replacing it with the

following:



     "continuing corporation or limited liability company and which does not

     result in any reclassification of, or"



     (b) Section 3.06(b) of the Indenture is hereby amended by deleting the text

contained in the first two lines of subpart (b) thereof and replacing it with

the following:



     "(b) any sale or conveyance to another corporation or limited liability

     company of the assets of the Company as an entirety or substantially"



     (c) Section 11.01(a) of the Indenture is hereby amended by deleting the

text thereof and replacing it with the following:



     "(a) to evidence the succession of another corporation or limited liability

     company to the Company, or successive succession, and the assumption by the

     successor corporation or limited liability company of the covenants,

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