This Agreement is made as of March 31, 1993, between Masco Industries, Inc., a Delaware corporation (the
"Company") and Masco Corporation, a Delaware corporation ("Masco").
WHEREAS, Masco currently holds certain Company securities; and
WHEREAS, Masco is acquiring certain Company securities pursuant to a Purchase Agreement (the "Purchase
Agreement") and an Exchange Agreement (the "Exchange Agreement"), each with the Company of even date
herewith, and may acquire additional Company securities pursuant to a Securities Purchase Agreement (the
"Securities Purchase Agreement") with the Company of even date herewith; and
WHEREAS, in connection with the Purchase Agreement, the Exchange Agreement and the Securities Purchase
Agreement, the Company has agreed to provide to Masco certain registration rights with respect to certain
Company securities as provided herein.
NOW, THEREFORE, the parties agree as follows:
"Common Stock" means the Company's Common Stock, par value $1.00 per share.
"Convertible Debentures" means the Company's 6% Convertible Subordinated Debentures due 2011.
"Preferred Stock" means the Company's 10% Exchangeable Preferred Stock issued pursuant to the Exchange
Agreement and the Company's exchangeable preferred stock that may be issued pursuant to the Securities
"Registrable Securities" means (i) the 17,946,498 shares of Common Stock held by Masco as of the date hereof
(after giving effect to the Company's acquisition of 10 million shares of Common Stock pursuant to the Exchange
Agreement between the Company and Masco of even date herewith) and shares of Common Stock that may be
reacquired by Masco pursuant to the Masco Corporation 1984 Restricted Stock (Industries) Plan, (ii) $130
million principal amount of Convertible Debentures held by Masco, (iii) Preferred Stock, (iv) Subordinated
Debentures, (v) Warrants, (vi) Common Stock issuable upon conversion of the Convertible Debentures and