SUBORDINATED LOAN AGREEMENT





     THIS SUBORDINATED LOAN AGREEMENT, dated as of November 28, 2000

(hereinafter referred to as this "Agreement"), is entered into between

MascoTech, Inc., a Delaware corporation (the "Company"), and Masco Corporation,

a Delaware corporation ("Tailor Shareholder").



     WHEREAS, the Company desires to have the right to sell to Tailor

Shareholder, and Tailor Shareholder is willing to purchase from the Company at

its request, from time to time, up to $100.0 million principal amount of

subordinated debt securities upon the terms and conditions hereinafter set

forth;



     NOW, THEREFORE, the parties agree as follows:



     1. Authorization of Issues of Securities. (a) The Company has authorized

the issuance and delivery of separate series of subordinated debt securities

("Securities"), such Securities to have substantially the same terms and

provisions as the form of subordinated note attached hereto as Exhibit A.



     (b) The Securities shall be issued in one or more series with the interest

rate on each such series being a rate per annum that is the higher of: (i) 400

basis points over the average Treasury Rate (as hereinafter defined) for the

week preceding the week in which the notice of purchase referred to in Paragraph

2 is given to Tailor Shareholder with respect to such series; or (ii) 150 basis

points over the Comparable Debt Issuance Rate (as hereinafter defined) with

respect to such series; provided that the interest rate on each series of the

Securities will at the time of issuance not exceed 14.5% per annum; provided,

further, that the applicable interest rate on each series of the Securities will

increase by 1.0% per annum on December 31, 2005 and an additional 1.5% per annum

on December 31, 2007. In the event the Comparable Debt Issuance Rate is not



timely determined with respect to any series of Securities, the interest rate

with respect to such series will be that provided under clause (i) above until

such time as the Comparable Debt Issuance Rate is determined with respect to

such series, whereupon the applicable interest rate will be retroactively

adjusted, if necessary, to be that which would otherwise apply.



     (c) "Treasury Rate" means the rate for noncallable direct obligations of

the United States ("Treasury Notes") having a maturity that ends on June 30,

2009, as published in the Federal Reserve Statistical Release H.15(519) (or any

successor publication provided by the Board of Governors of the Federal Reserve

System) under the heading "Treasury Constant





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Maturities." If a rate for Treasury Notes having a maturity that ends on June

30, 2009 has not been so published or reported for the preceding week as

provided above by 1:00 P.M., New York City time, on the date of a Notice (as

hereinafter defined), then the Treasury Rate shall be calculated by the Company

and shall be a yield to maturity (expressed on a bond equivalent, on the basis

of a year of 365 or 366 days, as applicable, and applied on a daily basis) of

the arithmetic mean of the secondary market bid rates, as of approximately 1:30

P.M., New York City time, on the date of such Notice, of three leading primary

United States government securities dealers selected by the Company for the

purchase of Treasury Notes with a remaining maturity that ends as nearly close

to June 30, 2009 as practicable.



     (d) The "Comparable Debt Issuance Rate" means, with respect to any series

of securities, a per annum rate of interest determined as follows: Each of the

Company and Tailor Shareholder shall select an investment banking firm within

two Business Days from the date the Notice with respect to such series, and

those two investment banking firms shall have one Business Day to select a third

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