THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Masco Corporation (MAS)

4/7/2006 Proxy Information

Metaldyne Corporation

In November 2000, we reduced our common equity ownership in Metaldyne Corporation (formerly MascoTech, Inc.) through a recapitalization merger with an affiliate of Heartland Industrial Partners, L.P.

We currently hold approximately 6% of the common equity of Metaldyne. We have also invested approximately $47 million in the Heartland Industrial Partners, L.P. private equity fund, which represents less than 5% of the fund. Masco, Richard Manoogian (who owns approximately 2% of Metaldyne common stock), a charitable foundation for which Mr. Manoogian serves as a director and officer (which owns approximately 1.6% of such stock), and certain other stockholders (including Heartland Industrial Partners) who in the aggregate own over 90% of Metaldyne common stock, are parties to a Shareholders Agreement regarding their ownership of such stock. The Shareholders Agreement governs the election of directors, the transferability of stock, access to information and registration rights, among other things.

We also hold 361,001 shares of preferred stock of Metaldyne that accrued dividends during 2005 at the rate of 15% per annum, totaling approximately $9.6 million. These preferred shares had a book value of approximately $68.2 million at December 31, 2005, and they have a liquidation value of $100 per share plus accrued and unpaid dividends. Shareholders of Metaldyne at the time of the recapitalization in 2000 received a right to a portion of the proceeds upon the sale of Metaldyne’s investment in Saturn Electronics & Engineering Inc., which resulted in our receiving an aggregate one-time payment of approximately $391,200 in 2005.

Under a 1984 Assumption and Indemnification Agreement, Metaldyne assumed and agreed to indemnify us against all of the liabilities and obligations of the businesses then transferred to Metaldyne by us, including claims resulting from circumstances that existed prior to the transfer, but excluding specified liabilities. We agreed to indemnify a subsidiary of Metaldyne against certain liabilities of businesses acquired by that subsidiary from us in 1990.

Other Related Party Transactions

During the third quarter of 2000, approximately 300 of our key employees, including executive officers, purchased 8.4 million shares of Masco Common Stock from us for cash totaling $156 million under an Executive Stock Purchase Program, which terminated in July 2005 without any loss to us. The key employees were given the opportunity to purchase a number of shares determined by a formula based upon each employee’s salary level and other factors. The stock was purchased at $18.50 per share, the approximate market price of Masco Common Stock at the time of purchase. Participants in the Program financed their entire purchase with five-year, full recourse personal loans at an interest rate of 9.2%, the market rate at that time, from a bank syndicate. Each participant was fully responsible at all times for repaying the bank loan when it became due and was personally responsible for 100 percent of any loss in the market value of the purchased stock. Masco guaranteed repayment of the loans only in the event of a default by the participant. As a further inducement for continued employment beyond the end of this five-year Program, each participant received, as part of the Program, a restricted stock grant vesting over a ten-year period. Pursuant to the terms of the Program, all participants are subject to a one-year post-employment noncompetition agreement with Masco’s businesses that employ them. In addition to other members of the executive management team, the following is a list of the executive officers who participated in the Program, together with the amounts of their investments and the number of shares purchased: Alan Barry — $3 million (162,162); Daniel Foley — $1.5 million (81,081 shares); Eugene Gargaro, Jr. — $2.7 million (145,945 shares); John Leekley — $4.7 million (254,054 shares); Richard Manoogian — $26 million (1,405,405 shares); and John Sznewajs — $200,000 (10,810 shares).

For 2005, Mr. Manoogian personally reimbursed the Company an aggregate of $357,000 in cash for the value of various financial, accounting and tax services and administrative assistance provided to him by the Company and for the use of Company assets. Two charitable foundations established by Mr. Manoogian and by his father Mr. Alex Manoogian, who founded the Company, also separately reimbursed the Company an aggregate of $123,000 for accounting and administrative services provided by the Company during 2005. These foundations also respond to charitable requests similar to those requested of the Masco Corporation Foundation. Mr. Manoogian has continued to lend a significant number of his personal artworks to the Company at its headquarters, but this arrangement is at no charge to the Company and with no reimbursement to Mr. Manoogian for insurance, restoration and the other costs he personally incurs with respect to the artworks on loan.

From time to time we have employed individuals who are related or become related to other employees, officers or Directors. We currently employ a son-in-law of Mr. Barry and a son-in-law of Mr. Foley who each received cash compensation for 2005 in excess of $60,000. None of our Directors, including our Chairman, are related to any of our current employees.

4/15/2005 Proxy Information

METALDYNE CORPORATION

In November 2000, the Company reduced its common equity ownership in Metaldyne Corporation (formerly MascoTech, Inc.) ("Metaldyne") through a recapitalization merger with an affiliate of Heartland Industrial Partners, L.P. The Company currently holds approximately 6% of the common equity of Metaldyne. The Company has also invested approximately $46.5 million in the Heartland Industrial Partners, L.P. private equity fund, which represents less than 5% of the fund. The Company, Richard Manoogian (who owns approximately 2% of Metaldyne common stock), a charitable foundation for which Mr. Manoogian serves as a director and officer (which owns approximately 1.6% of such stock), and certain other stockholders (including Heartland Industrial Partners) who in the aggregate own over 90% of Metaldyne common stock, are parties to a Shareholders Agreement regarding their ownership of such stock. The Shareholders Agreement governs the election of directors, the transferability of stock, access to information and registration rights, among other things. Mr. Manoogian remains a director of Metaldyne.

  The Company also holds 361,001 shares of preferred stock of Metaldyne with a liquidation value of $100 per share. During 2004 these preferred shares accrued dividends at the rate of 15% per annum, totaling approximately $8.3 million. In November 2004, after consultation with certain independent Company Directors, the Company purchased from Metaldyne shares of TriMas Corporation common stock representing approximately 4.6% of the outstanding shares for approximately $21.25 million in cash. The purchase price was negotiated based on projected valuation in connection with a prospective public offering and after considering the price paid by the Company for its initial investment. As a result of this transaction, the Company now owns approximately 10.9% of the outstanding shares of TriMas Corporation. Heartland Industrial Partners, L.P. and Metaldyne are also stockholders of TriMas.

Under a 1984 Assumption and Indemnification Agreement, Metaldyne assumed and agreed to indemnify the Company against all of the liabilities and obligations of the businesses then transferred to Metaldyne by the Company, including claims resulting from circumstances that existed prior to the transfer, but excluding specified liabilities. The Company agreed to indemnify a subsidiary of Metaldyne against certain liabilities of businesses acquired by that subsidiary from the Company in 1990. Since August 2000, the Company has reimbursed Metaldyne for certain litigation and settlement costs of approximately $2.3 million and advanced $1.275 million in connection with the settlement of this matter while the Company sought recovery from insurance proceeds. In early 2004, the Company settled the claims in this litigation and received back an aggregate of approximately $2.75 million. During 2004 the Company also agreed to settle a number of outstanding matters, including the $1.5 million of charges to Metaldyne that accrued in connection with management services that the Company had provided or made available in prior years.

OTHER RELATED PARTY TRANSACTIONS

During the third quarter of 2000, approximately 300 of the Company's key employees, including executive officers, purchased 8.4 million shares of Company Common Stock from the Company for cash totaling $156 million under an Executive Stock Purchase Program, which terminates in July 2005. The key employees were given the opportunity to purchase a number of shares determined by a formula based upon each employee's salary level and other factors. The stock was purchased at $18.50 per share, the approximate market price of Company Common Stock at the time of purchase. Participants in the Program financed their entire purchase with five-year, full recourse personal loans at an interest rate of 9.2%, the market rate at that time, from a bank syndicate. Each participant is fully responsible at all times for repaying the bank loan when it becomes due and is personally responsible for 100 percent of any loss in the market value of the purchased stock, except that, if the participant is in a loss position upon the event of death, the participant's estate may transfer the purchased stock to the Company and require the Company to assume responsibility for the loan.

The Company has guaranteed repayment of the loans only in the event of a default by the participant. As a further inducement for continued employment beyond the end of this five-year Program, each participant received, as part of the Program, a restricted stock grant vesting over a ten-year period. Pursuant to the terms of the Program, all participants are subject to a one-year post-employment noncompetition agreement with the Company's businesses that employ them. In addition to other members of the executive management team, the following is a list of the executive officers who invested in the Program, together with the amounts of their investments and the number of shares purchased: Alan Barry -- $3 million (162,162); Lillian Bauder -- $2.7 million (145,945 shares); Daniel Foley -- $1.5 million (81,081 shares); Eugene Gargaro, Jr. -- $2.7 million (145,945 shares); John Leekley -- $4.7 million (254,054 shares); Richard Manoogian -- $26 million (1,405,405 shares); and Robert Rosowski -- $1.3 million (72,972 shares).

For 2004, Mr. Manoogian personally reimbursed the Company an aggregate of $295,000 in cash for the value of various financial, accounting and tax services and administrative assistance provided to him by the Company. Two charitable foundations established by Mr. Manoogian and by his father Mr. Alex Manoogian, who founded the Company, also separately reimbursed the Company an aggregate of $86,000 for accounting and administrative services provided by the Company during 2004. These foundations also respond to requests similar to those requested of the Masco Corporation Foundation. Mr. Manoogian has continued to loan a significant number of his personal artworks to the Company at its headquarters, but this arrangement is at no charge to the Company and with no reimbursement to Mr. Manoogian for insurance, restoration and the other costs he personally incurs with respect to the artworks on loan.

From time to time the Company has employed individuals who are related or become related to other employees, officers or Directors. There are currently four individuals employed by the Company or one of its divisions who are closely related to current executive officers or to departing Director Wayne B. Lyon. No current employee is related to any individual who serves as a Director of the Company other than the one employee who is related to Mr. Lyon. Each of these four employees received cash compensation for 2004 in excess of $60,000.

4/12/2004 Proxy Information

During the third quarter of 2000, approximately 300 of the Company's key employees, including executive officers, purchased 8.4 million shares of Company Common Stock from the Company for cash totaling $156 million under an Executive Stock Purchase Program. The key employees were given the opportunity to purchase a number of shares determined by a formula based upon each employee's salary level and other factors. The stock was purchased at $18.50 per share, the approximate market price of Company Common Stock at the time of purchase. Participants in the Program financed their entire purchase with five-year, full recourse personal loans at an interest rate of 9.2%, the market rate at that time, from a bank syndicate. Each participant is fully responsible at all times for repaying the bank loan when it becomes due and is personally responsible for 100 percent of any loss in the market value of the purchased stock, except that, if the participant is in a loss position upon the event of death, the participant's estate may transfer the purchased stock to the Company and require the Company to assume responsibility for the loan. The Company has guaranteed repayment of the loans only in the event of a default by the participant. As a further inducement for continued employment beyond the end of this five-year Program, each participant received, as part of the Program, a restricted stock grant vesting over a ten-year period. Pursuant to the terms of the Program, all participants are subject to a one-year post-employment noncompetition agreement with the Company's businesses that employ them. In addition to other members of the executive management team, the following is a list of the executive officers who invested in the Program, together with the amounts of their investments and the number of shares purchased: Alan Barry -- $3 million (162,162); Lillian Bauder -- $2.7 million (145,945 shares); Daniel Foley -- $1.5 million (81,081 shares); Eugene Gargaro, Jr. -- $2.7 million (145,945 shares); John Leekley -- $4.7 million (254,054 shares); Richard Manoogian -- $26 million (1,405,405 shares); and Robert Rosowski -- $1.3 million (72,972 shares).

For 2003, Mr. Manoogian personally reimbursed the Company an aggregate of $635,000 in cash for the value of various financial, accounting, tax and property maintenance services and administrative assistance provided to him by the Company. Two charitable foundations established by Mr. Manoogian and by his father Mr. Alex Manoogian, who founded the Company, also separately reimburse the Company for accounting and administrative services provided by the Company. During 2003, this reimbursement aggregated $224,000. These foundations coordinate their activities with those of the Masco Corporation Foundation to assist the Company in responding to requests to the Company for donations. Mr. Manoogian has continued to loan a significant number of his personal artworks to the Company at its headquarters, but this arrangement is at no charge to the Company and with no reimbursement to Mr. Manoogian for insurance, restoration and the other costs he personally incurs with respect to the artworks on loan.

From time to time the Company has employed individuals who are related or become related to other employees, officers or Directors. There are currently four individuals employed by the Company or one of its divisions who are closely related to current executive officers or to Mr. Lyon. No current employee is related to any individual who serves as a Director of the Company other than the one employee who is related to Mr. Lyon. Each of these four employees received cash compensation for 2003 in excess of $60,000.

There are currently four individuals employed by the Company or one of its divisions who are closely related to current executive officers or to Mr. Lyon. No current employee is related to any individual who serves as a Director of the Company other than the one employee who is related to Mr. Lyon. Each of these four employees received cash compensation for 2003 in excess of $60,000.

4/18/2003 Proxy Information

Mr. Kennedy passed away in February 2003. He had been President and Chief Operating Officer of Masco Corporation.