<SEQUENCE>4

<FILENAME>0004.txt

<DESCRIPTION>EXHIBIT 3

<TEXT>







                           SUBSCRIPTION AGREEMENT





            THIS SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of

December 15, 2000, is made and entered into by and between MascoTech, Inc.,

a Delaware corporation (the "Company"), and Credit Suisse First Boston

Equity Partners (Bermuda), L.P. (the "Purchaser").



            WHEREAS, the Purchaser desires to invest $5,457,635.30 in cash

to purchase Shares (as hereinafter defined) of the Company.



            WHEREAS, Purchaser desires to subscribe for and purchase from

the Company, and the Company desires to sell to Purchaser, Shares of the

Company.



            WHEREAS, Purchaser is subscribing for the Shares in connection

with the transactions contemplated by the Agreement and Plan of Merger

dated as of September 29, 2000, by and among Simpson Industries, Inc.

("Simpson"), Simmer Acquisition Company LLC ("SACLLC") and Simmer

Acquisition Corporation ("SAC") (as modified by the Assignment Agreement

dated as of the date hereof, "Merger Agreement").



            WHEREAS, pursuant to the Merger Agreement SAC will be merged

(the"Merger") with and into Simpson with Simpson as the surviving

corporation (the "Surviving Corporation").



            IN CONSIDERATION of the foregoing and of their mutual covenants

set forth in this Agreement, the parties hereby agree as follows:



            1. Definitions. As used in this Agreement, the following terms

shall have the meanings set forth below:



            "Company" has the meaning set forth in introductory paragraph

hereto.



            "Exchange Act" means the Securities Exchange Act of 1934, as

amended, and the rules and regulations in effect from time to time

thereunder.



            "Shares" means the common stock, par value $1.00 per share, of

the Company.



            "Person" means any individual, corporation, partnership,

association, trust or any other entity or organization, including a

government, a political subdivision or an agency or instrumentality

thereof.



            "Purchase Price" means $5,457,635.30, based upon a price of

$16.90 per Share.



            "Purchased Shares" has the meaning set forth in Section 2(a).



            "SEC" means the Securities and Exchange Commission.



            "Securities Act" means the Securities Act of 1933, as amended,

and the rules and regulations in effect from time to time thereunder.



            2. Subscription for and Acquisition of Purchased Shares.

Purchaser and the Company agree as follows:



            (a) Subscription for Purchased Shares: Purchase Price. Upon the

terms and subject to the conditions hereinafter set forth, Purchaser hereby

subscribes for and shall purchase, and the Company shall issue and sell to

Purchaser, the number of Shares set forth below Purchaser's signature on

the signature pages hereof (collectively, the "Purchased Shares") at the

Purchase Price in cash.



            (b) Closing. The closing (the "Closing") of the purchase and

sale of the Purchased Shares shall take place on the date hereof at the

offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York, or

at such other place as the parties hereto shall mutually agree. At the

Closing, (i) the Company shall deliver to Purchaser a certificate or

certificates representing its Purchased Shares as subscribed for by

Purchaser and (ii) Purchaser shall deliver or cause to be delivered to the

Company the Purchase Price in immediately available funds.



            (c) Restricted Shares. The Shares for which Purchaser is

subscribing under this Agreement are not registered under the Securities

Act, or qualified under any state securities laws. The Shares for which

Purchaser is subscribing under this Agreement are being issued on the basis

that the offering and/or sale by the Company to Purchaser provided for in

this Agreement and the issuance by the Company of such Shares to Purchaser

under this Agreement are exempt from registration under the Securities Act

and from applicable state securities laws. The Company's reliance on such

exemptions is predicated on Purchaser's representations and warranties set

forth in this Agreement.



            (d) Legend. Each certificate representing the Shares shall bear

substantially the following legend:

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