, [year]



Dear              :

     Our company's Board of Directors has adopted a plan whereby supplemental
retirement and other benefits, in addition to those provided under the Company's
pension and other benefit plans, will be made available to those Company and
subsidiary executives as may be designated from time to time by the company's
Chief Executive Officer. The plan providing such benefits, as originally made
available to designated executives in 1987 and as subsequently amended from time
to time heretofore or in the future, is referred to in this letter as the
"Plan". You are currently a participant in the Plan upon the terms of a letter
agreement signed by you and dated , . This Agreement amends and replaces in its
entirety your previously signed letter agreement and describes in full your
benefits pursuant to the Plan and all of the Company's obligations to you, and
yours to the Company. These benefits as described below are contractual
obligations of the Company.

     For the purposes of this Agreement, words and terms are defined as follows:

          a. "Average Compensation" shall mean the aggregate of your highest
     three years' total annual cash compensation paid to you by the Company,
     consisting of (i) base salaries and (ii) regular year-end cash bonuses paid
     with respect to the years in which such salaries are paid, divided by
     three, provided, however, (x) if you have on the date of determination less
     than three full years of employment the foregoing calculation shall be
     based on the average base salaries and regular year-end cash bonuses paid
     to you while so employed, and (y) if the determination of Average
     Compensation includes any year in which you volunteered to reduce your
     salary or, as part of a program generally applicable to participants in the
     Plan, you did not receive an increase in salary compared with the
     immediately preceding year, the Committee referred to in paragraph 11 shall
     make a good faith determination of what your Average Compensation would
     have been absent such salary reduction and absent such generally applicable
     program.

          b. A "Change in Control" shall be deemed to have occurred if, during
     any period of twenty-four consecutive calendar months, the individuals who
     at the beginning of such period constitute the Company's Board of
     Directors, and any new directors (other than Excluded Directors) whose
     election by such Board or nomination for election by stockholders was
     approved by a vote of at least two-thirds of the members of such Board who
     were either directors on such Board at the beginning of the period or whose
     election or nomination for election as directors was previously so
     approved, for any reason cease to constitute at least a majority of the
     members thereof. Excluded


<PAGE>
                                      -2-


     Directors are directors whose election by the Board or approval by the
     Board for stockholder election occurred within one year after any "person"
     or "group of persons" as such terms are used in Sections 13(d) and 14(d) of
     the Securities Exchange Act of 1934 commencing a tender offer for, or
     becoming the beneficial owner of, voting securities representing 25 percent
     or more of the combined voting power of all outstanding voting securities
     of the Company, other than pursuant to a tender offer approved by the Board
     prior to its commencement or pursuant to stock acquisitions approved by the
     Board prior to their representing 25 percent or more of such combined
     voting power. Notwithstanding the foregoing, a "Control Change" shall be
     deemed to have occurred if a Change in Control shall have occurred pursuant
     to the foregoing or if, in the alternative, there occurs an event as a
     result of which a "person" or "group of persons", as such terms are used in
     Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
     amended, who are not affiliated with or are not controlled by Heartland
     Industrial Partners, L.P., directly or indirectly are the "beneficial
     owners" (as defined in Rule 13d-3 under the Exchange Act) or have the right
     to acquire such beneficial ownership (whether or not such right is
     exercisable immediately, with the passage of time or subject to any
     condition) of voting securities representing 50% or more of the combined
     voting power of all outstanding voting securities of the Company.

          c. "Code" means the Internal Revenue Code of 1986, as amended.

          d. "Company" shall mean MascoTech, Inc., or any corporation in which
     MascoTech owns directly or indirectly stock possessing in excess of 50% of
     the total combined voting power of all classes of stock.

          e. The "Deferred Compensation Trust" shall mean any trust created by
     the Company to receive the deposit referred to in clause (2) of paragraph
     10.

          f. "Disability" and "Disabled" shall mean your being unable to perform
     your duties as a Company executive by reason of your physical or mental
     condition, prior to your attaining age 65, provided that you have been
     employed by the Company for two consecutive Years or more at the time you
     first became Disabled.

          g. The "Gross-Up Amount" (i) shall be determined if any payment or
     distribution by the Company to or for your benefit, whether paid,
     distributed, payable or distributed or distributable pursuant to the terms
     of this Agreement, any stock option or stock award plan, retirement plan or
     otherwise (such payment or distribution, other than an Excise Tax
     Adjustment Payment under clause (ii), is referred to herein as a
     "Payment"), would be subject to the excise tax imposed by Section 4999 of
     the Code (or any successor provision) or any interest or penalties with
     respect to such excise tax (such excise tax together with any such interest
     or penalties are referred to herein as the "Excise Tax"), and (ii) shall
     mean an additional payment (the "Excise Tax Ad-


<PAGE>
                                      -3-


     justment Payment") in an amount such that after subtracting from the Excise
     Tax Adjustment Payment your payment of all applicable Federal, state and
     local taxes (computed at the maximum marginal rates and including any
     interest or penalties imposed with respect to such taxes), including any
     Excise Tax imposed upon the Excise Tax Adjustment Payment, the balance will
     be equal to the Excise Tax imposed upon the Payments. All determinations
     required to be made with respect to the "Gross-Up Amount", including
     whether an Excise Tax Adjustment Payment is required and the amount of such
     Excise Tax Adjustment Payment, shall be made by PricewaterhouseCoopers LLP,
     or such national accounting firm as the Company may designate prior to a
     Control Change, which shall provide detailed supporting calculations to the
     Company and you. Except as provided in clause (iv) of paragraph 10, all
     such determinations shall be binding upon you and the Company.

          h. "PBGC" shall mean the Pension Benefit Guaranty Corporation.

          i. "Present Value" of future benefits means the discounted present
     value of those benefits (including therein the benefits, if any, your
     Surviving Spouse would be entitled to receive under this Agreement upon
     your death), using the UP-1984 Mortality Table and discounted by the
     interest rate used, for purposes of determining the present value of a lump
     sum distribution on plan termination, by the PBGC on the first day of the
     month which is four months prior to the month in which a Control Change
     occurs (or if the PBGC has ceased publishing such interest rate, such other
     interest rate as the Board of Directors deems is an appropriate
     substitute). The above PBGC interest rate is intended to be determined
     based on PBGC methodology and regulations in effect on September 1, 1993
     (as contained in 29 CFR Part 2619).

          j. "Profit Sharing Conversion Factor" shall be a factor equal to the
     present value of a life annuity payable at the later of age 65 or attained
     age based on the 1983 Group Annuity Mortality Table using a blend of 50% of
     the male mortality rates and 50% of the female mortality rates as set forth
     in Revenue Ruling 95-6 (or such other mortality table that the Internal
     Revenue Service may prescribe in the future) and an interest rate equal to
     the average yield for 30-year Treasury Constant Maturities, as reported in
     Federal Reserve Statistical Releases G.13 and H.15, four months prior to
     the month of the date of determination (or, if such interest rate ceases to
     be so reported, such other interest rate as the Board of Directors deems is
     an appropriate substitute).

          k. "Retirement" shall mean your termination of employment with the
     Company, on or after you attain age 65. Your acting as a consultant shall
     not be considered employment.

          l. "SERP Percentage" of your Average Compensation is 60%.


<PAGE>
                                      -4-


          m. "Surviving Spouse" shall be the person to whom you shall be legally
     married (under the law of the jurisdiction of your permanent residence) at
     the date of (i) your Retirement or death after attaining age 65 (if death
     terminated employment with the Company) for the purposes of paragraphs 1, 2
     and 3, (ii) your death for the purposes of paragraph 5 and, if paragraph 5
     is applicable, for the purposes of paragraph 3,(iii) the commencement of
     your Disability for the purposes of paragraphs 6 and 7 and, as long as
     paragraphs 6 or 7 are applicable, for the purposes of paragraph 3, (iv)
     your termination of employment for the purposes of paragraph 4, and (v) a
     Control Change for the purposes of paragraph 10 if none of clauses (i)
     through (iv) has become applicable prior to the Control Change. For the
     purposes of paragraphs 11a, 11e, 11f, 11g, 11h, 11i and 11j, "Surviving
     Spouse" shall be any spouse entitled to any benefits hereunder.

          n. If you become Disabled, "Total Compensation" shall mean your annual
     base salary rate at the time of your Disability plus the regular year-end
     cash bonus paid to you for the year immediately prior thereto, provided,
     however, if the determination of Total Compensation is for a year in which
     you volunteered to reduce your salary or, as part of a program generally
     applicable to participants in the Plan, you did not receive an increase in
     salary compared with the immediately preceding year, the Committee referred
     to in paragraph 11 shall make a good faith determination of what your Total
     Compensation would have been absent such salary reduction and absent such
     generally applicable program.

          o. "Vested Percentage" shall mean the sum of the following
     percentages: (i) 2% multiplied by your Years of Service, plus (ii) 8%
     multiplied by the number of Years you have been designated a participant in
     the Plan; provided, however, (v) prior to completing five Years of Service
     the Vested Percentage is 0,(w) on or prior to your fiftieth birthday your
     Vested Percentage may not exceed 50%, (x) on or prior to each of your
     birthdays following your fiftieth birthday your Vested Percentage may not
     exceed the sum of 50% plus the product obtained by multiplying 5% by the
     number of birthdays that have occurred following your fiftieth birthday,
     (y) if your termination occurs for a reason other than Cause or voluntary
     resignation, then regardless of your age your Vested Percentage shall be
     increased by 20 percentage points (e.g. if your Vested Percentage was 45%,
     it will increase to 65%) and (z) your Vested Percentage in no event may
     exceed 100%. For the purposes of the foregoing, "Cause" is defined as (A)
     your conviction of or plea of guilty or nolo contendere to a crime
     involving moral turpitude or a crime (other than a minor traffic or other
     minor violation) providing for a term of imprisonment, a pattern of alcohol
     abuse (whether or not constituting a crime) or illegal substance abuse on
     your part, or your willful misconduct in the performance of your duties to
     the Company or (B) your failure to follow the instructions of the Company's
     Chairman of the Board of Directors or the Company's


<PAGE>
                                      -5-


     Board of Directors or the executive officer of the Company to whom you
     report, or your neglect of duties (other than any such neglect resulting
     from your incapacity due to physical or mental illness), but in each such
     case only following 10 days' prior written notice thereof from the Company
     which specifically identifies such failure or neglect and the continuance
     of such failure or neglect during such notice period. The Company must
     notify you of any event constituting Cause within 120 days after the
     Company becomes aware of such event or such event shall not constitute
     Cause for purposes hereof; provided, that a failure of the Company to so
     notify you after the first occurrence of any event constituting Cause shall
     not preclude any subsequent occurrences of such event (or a similar event)
     from constituting Cause.

          p. "Year" shall mean twelve full consecutive months, and "year" shall
     mean a calendar year.

          q. "Years of Service" shall mean the number of Years during which you
     were employed by the Company, Masco or TriMas Corporation (excluding,
     however, Years of Service with (x) a corporation prior to the time it
     became a subsidiary of or otherwise affiliated with the Company and (y)
     Masco following any termination of your employment with the Company).

          r. "Masco" shall mean Masco Corporation, a Delaware corporation.

     1. In accordance with the Plan, upon your Retirement the Company will pay
you annually during your lifetime, subject to paragraph 8 below, the SERP
Percentage of your Average Compensation, less: (i) a sum equal to the annual
benefit which would be payable to you upon your Retirement if benefits payable
to you under the Company funded qualified pension plans and the defined benefit
(pension) plan provisions of the Company's Retirement Benefits Restoration Plan
and any similar plan were converted to a life annuity, or if you are married
when you retire, to a 50% joint and spouse survivor life annuity, (ii) a sum
equal to the annual benefit which would be payable to you upon Retirement if
your vested accounts in the Company's qualified defined contribution plans
(excluding your contributions and earnings thereon in the Company's 401(k)
Savings Plan) and the defined contribution (profit sharing) provisions of the
Company's Retirement Benefits Restoration Plan and any similar plan were
converted to a life annuity in accordance with the Profit Sharing Conversion
Factor, and (iii) any retirement benefits paid or payable to you by reason of
employment by all other employers (the amount of such deduction, in the case of
benefits paid or payable other than on an annual basis, to be determined on an
annualized basis by the Committee referred to in paragraph 11 and excluding from
such deduction any portion thereof, and earnings thereon, determined by such
Committee to have been contributed by you rather than such other employers),
provided, however, in all cases the amount offset pursuant to these subsections
(i) and (ii) shall be determined prior to the effect of any payments from the
plans and trusts re-


<PAGE>
                                      -6-


ferred to therein which are authorized pursuant to any Qualified Domestic
Relations Order under ERISA, or other comparable order allocating marital or
other rights under state law as applied to retirement benefits from
non-qualified plans.

     2. Upon your death after Retirement or while employed by the Company after
attaining age 65, your Surviving Spouse shall receive for life 75% of the annual
benefit pursuant to paragraph 1 of this Agreement which was payable to you prior
to your death (or, if death terminated employment after attaining age 65, which
would have been payable to you had your Retirement occurred immediately prior to
your death).

     3. The Company will provide, purchase or at its option provide
reimbursement for premiums paid for such supplemental medical insurance as the
Company in its sole discretion may deem advisable from time to time (i) for you
and your Surviving Spouse for the lifetime of each of you (A) following a
termination of your employment with the Company due to Retirement or Disability,
and (B) following any other termination of employment with the Company provided
(x) you and your Surviving Spouse are not covered by another medical insurance
program substantially all of the cost of which is paid by another employer, (y)
on the date of such termination your Vested Percentage is not less than 50% and
(z) the benefits under this paragraph 3 shall not commence until you have
attained age 60 or your earlier death to the extent you die leaving a Surviving
Spouse, and (ii) for your Surviving Spouse for his or her lifetime upon a
termination of your employment with the Company due to your death.

     4. If your employment with the Company is for any reason terminated prior
to Retirement, other than as a result of circumstances described in paragraphs
2, 5 or 6 of this Agreement or following a Control Change, and if prior to the
date of termination you have completed 5 or more Years of Service, upon your
attaining age 65 the Company will pay to you annually during your lifetime,
subject to paragraph 8 below, the Vested Percentage of the result obtained by
(1) multiplying your SERP Percentage at the date your employment terminated by
your Average Compensation, less (2) the sum of the following: (i) a sum equal to
the annual benefit which would be payable to you upon your attaining age 65 if
benefits payable to you under the Company or Masco funded qualified pension
plans and the defined benefit (pension) plan provisions of the Company's or
Masco's Retirement Benefits Restoration Plan and any similar plan were converted
to a life annuity, or if you are married when you attain age 65, to a 50% joint
and spouse survivor life annuity, (ii) a sum equal to the annual benefit which
would be payable to you upon your attaining age 65 if an amount equal to your
vested accounts in the Company's or Masco's qualified defined contribution plans
(determined at the respective dates of termination of employment therewith and
excluding your contributions and earnings thereon in the Company's or Masco's
401(k) Savings Plan) and the defined contribution (profit sharing) provisions of
the Company's or Masco's Retirement Benefits Restoration Plan and any similar
plan (in each case increased from the date of


<PAGE>
                                      -7-


termination to age 65 at the imputed rate of 4% per annum) were converted to a
life annuity in accordance with the Profit Sharing Conversion Factor, and (iii)
to the extent the annual payments described in this clause (iii) and the annual
payments you would otherwise be entitled to receive under this paragraph 4
would, in the aggregate exceed (the "excess amount") the annual payments you
would have received under paragraph 1 had you remained employed by the Company
until Retirement (assuming for purposes of this clause additional Years of
Service until age 65 but no compensation increases), any retirement benefits
paid or payable to you by reason of employment by all other previous or future
employers (other than Masco), but only to the extent of such excess amount (the
amount of such deduction, in the case of benefits paid or payable other than on
an annual basis, to be determined on an annualized basis by the Committee
referred to in paragraph 11 and excluding from such deduction any portion
thereof, and earnings thereon, determined by such Committee to have been
contributed by you rather than your prior or future employers), provided,
however, in all cases the amount offset pursuant to these subsections (i) and
(ii) shall be determined prior to the effect of any payments from the plans and
trusts referred to therein which are authorized pursuant to any Qualified
Domestic Relations Order under ERISA, or other comparable order allocating
marital or other rights under state law as applied to retirement benefits from
non-qualified plans. Upon your death on or after age 65 should you be survived
by your Surviving Spouse, your Surviving Spouse shall receive for life,
commencing upon the date of your death, 75% of the annual benefit payable to you
under the preceding sentence following your attainment of age 65; provided,
further, if your death should occur prior to age 65, your Surviving Spouse shall
receive for life, commencing upon the date of your death, 75% of the annual
benefit which would have been payable to you under the preceding sentence
following your attainment of age 65, reduced by a factor of actuarial
equivalence as determined by the Committee, such that the Present Value of the
aggregate payments to be received by your Surviving Spouse based on his or her
life expectancy as of the date of your death is equal to the Present Value,
determined at the date of your death, of the aggregate payments estimated to be
received by your Surviving Spouse based on his or her life expectancy at an age,
and as if the Surviving Spouse had begun receiving payments, when you would have
attained age 65.

     5. If while employed by the Company you die prior to your attaining age 65
leaving a Surviving Spouse, and provided you shall have been employed by the
Company for two consecutive Years or more, your Surviving Spouse shall receive
annually for life, subject to paragraph 8 below, 75% of the SERP Percentage of
your Average Compensation (determined as of your date of death), less: (i) a sum
equal to the annual benefit which would be payable to your Surviving Spouse
under the Company funded qualified pension plans and the defined benefit
(pension) plan provisions of the Company's Retirement Benefits Restoration Plan
and any similar plan if such benefit were converted to a life annuity (such
deduction, however, only to commence on the date such benefit is first payable),
(ii) a sum equal to the annual payments which would be received by your
Surviving Spouse as if your spouse were designated as the beneficiary of your
vested accounts in the Company's qualified defined


<PAGE>
                                      -8-


benefit contribution plans (excluding your contributions and earnings thereon in
the Company's 401(k) Savings Plan) and the defined contribution (profit sharing)
provisions of the Company's Retirement Benefits Restoration Plan and any similar
plan and such accounts were converted to a life annuity at the time of your
death in accordance with the Profit Sharing Conversion Factor, and (iii) any
benefits paid or payable to you or your Surviving Spouse by reason of your
employment by all other employers (the amount of such deduction, in the case of
benefits paid or payable other than on an annual basis, to be determined on an
annualized basis by the Committee referred to in paragraph 11 and excluding from
such deduction any portion thereof, and earnings thereon, determined by such
Committee to have been contributed by you rather than such other employers),
provided, however, in all cases the amount offset pursuant to these subsections
(i) and (ii) shall be determined prior to the effect of any payments from the
plans and trusts referred to therein which are authorized pursuant to any
Qualified Domestic Relations Order under ERISA, or other comparable order
allocating marital or other rights under state law as applied to retirement
benefits from non-qualified plans. No death benefits are payable except to your
Surviving Spouse.

     6. If you shall have been employed by the Company for two Years or more and
while employed by the Company you become Disabled prior to your attaining age
65, until the earlier of your death, termination of Disability or attaining age
65 the Company will pay you an annual benefit, subject to paragraph 8 below,
equal to 60% of your Total Compensation less any benefits payable to you
pursuant to long-term disability insurance under programs provided by the
Company. If your Disability continues until you attain age 65, you shall be
considered retired and you shall receive retirement benefits pursuant to
paragraph 1 above, based upon your Average Compensation as of the date it is
determined you became Disabled.

     7. If you die leaving a Surviving Spouse while receiving Disability
benefits pursuant to paragraph 6 of this Agreement, you will be deemed to have
retired on your death and your Surviving Spouse shall receive for life 75% of
the annual benefit which would have been payable to you if you had retired on
the date of your death and your benefit determined pursuant to paragraph 1,
based upon your Average Compensation as of the date you became Disabled.

     8. If the age of your Surviving Spouse is more than 20 years younger than
your age, then the annual benefit payable under paragraphs 1, 4, 5 and 6 of this
Agreement and the benefit payable as "the SERP Percentage of your Average
Compensation", as that phrase is used in paragraph 5 of this Agreement, shall be
reduced by the percentage obtained by multiplying 1.5% times the number of Years
or portion thereof by which your Surviving Spouse is more than 20 years younger
than you.


<PAGE>
                                      -9-


     9. If you or your Surviving Spouse is eligible to receive benefits
hereunder, unless otherwise specifically agreed by the Company in writing, you
and your Surviving Spouse will not be able to receive benefits under any other
Company sponsored non-qualified retirement plans other than the Company's
Retirement Benefits Restoration Plan. For this purpose benefits received under
the Company's non-qualified stock option or stock award plans will not be
considered to have been received under a Company sponsored non-qualified
retirement plan even though such benefits are received after retirement. Except
as provided in Paragraph 3, the last sentence of paragraph 4 and in paragraph 10
of this Agreement, no benefits will be paid to your Surviving Spouse pursuant to
this Agreement unless upon your death you were employed by the Company, Disabled
or had taken Retirement from the Company.

     10. Change in Control or Control Change. (i) Immediately upon the
occurrence of any Control Change:

          (1) In the case of a Change in Control, if you are then employed by
     the Company, your Vested Percentage, if not already 100%, shall be deemed
     for all purposes of this Agreement to be 100%.

          (2) In the case of a Control Change the Company shall establish the
     Deferred Compensation Trust (if it has not theretofore been established)
     within thirty days after the Control Change, and the Company shall
     forthwith deposit to an account in your name (or that of your Surviving
     Spouse if you are then deceased and your Surviving Spouse is entitled to
     benefits hereunder) in the Deferred Compensation Trust 110% of the sum of
     the Gross-Up Amount plus:

               (A) If you are then employed by the Company, an amount equal to
          the discounted Present Value of the benefits which would have been
          payable under paragraphs 1 and 2 of this Agreement upon Retirement at
          age 65 or attained age if greater, assuming for purposes of this
          clause, no compensation increases and that if younger than age 65 you
          and your Surviving Spouse had attained such age;

               (B) If employment has previously been terminated but you or your
          Surviving Spouse is then entitled in the future to receive benefits
          under paragraph 4 of this Agreement, an amount equal to the discounted
          Present Value of the benefits which would have been payable under such
          paragraph;

               (C) If you or your Surviving Spouse is then receiving payments
          under paragraphs 1, 2, 4, 5 or 7 of this Agreement, an amount equal to
          the Present Value of those benefits payable in the future to you and
          your Surviving Spouse; and


<PAGE>
                                      -10-


               (D) If you are then receiving payments under paragraph 6 of this
          Agreement, an amount equal to the Present Value of the benefits which
          would have been payable under paragraphs 6 and 7 on the assumption you
          would have continued to receive benefits under paragraph 6 until you
          had attained age 65 and thereafter continued to receive benefits as
          though you were deemed to have retired.

          (3) The Company shall thereafter be obligated to provide such
     supplemental medical insurance as has theretofore in the discretion of the
     Company been generally provided to participants and their Surviving Spouses
     under the Plan (A) to you and your Surviving Spouse if you or your
     Surviving Spouse is then receiving benefits under paragraph 3, (B) to you
     and your Surviving Spouse if you become Disabled if you are employed by the
     Company at the time of the Control Change, (C) to your Surviving Spouse
     upon your death if you are employed by the Company at the time of the
     Control Change, (D) to you and your Surviving Spouse upon any termination
     of employment following any Control Change but only during the periods when
     you and your Surviving Spouse are not covered by another medical insurance
     program substantially all of the cost of which is paid by another employer
     and (E) to you and your Surviving Spouse after a Control Change if there
     has been any termination of your employment prior to any Control Change but
     only during the periods (x) when you and your Surviving Spouse are not
     covered by another medical insurance program substantially all the cost of
     which is paid by another employer, (y) on the date of such termination your
     Vested Percentage was not less than 50% and (z) the benefits under this
     provision (E) shall not commence until you have attained age 60 or your
     earlier death to the extent you die leaving a Surviving Spouse. The
     obligations of the Company under this clause (i)(3) shall remain in effect
     for the lifetime of both you and your Surviving Spouse.

          (4) If the Deferred Compensation Trust is not established prior to or
     within thirty days after the Control Change, all payments which would have
     otherwise have been made to you or your Surviving Spouse from the Deferred
     Compensation Trust shall immediately after such thirty day period be made
     to you or your Surviving Spouse by the Company.

     (ii) Any deposit by the Company to an account in your name or that of your
Surviving Spouse in the Deferred Compensation Trust prior to the occurrence of
the Control Change, together with all income then accrued thereon (but only to
the extent of the value of such deposited amount and the income accrued thereon
on the day of any deposit under clause (i)(2) of this paragraph 10), shall
reduce by an equal amount the obligations of the Company to make the deposit
required under clause (i)(2) of this paragraph 10.


<PAGE>
                                      -11-


     (iii) At or prior to making the deposit required by clause (i)(2) of this
paragraph 10, the Company shall deliver to the Trustee under the Deferred
Compensation Trust a certificate specifying that portion, if any, of the amount
in the trust account, after giving effect to the deposit, which is represented
by the Gross-Up Amount. Payment of 90.91% of the amount required by clause
(i)(2) of this paragraph 10 to be paid to the trust account, together with any
income accrued thereon from the date of the Control Change, is to be made to you
or your Surviving Spouse, as applicable, under the terms of the Deferred
Compensation Trust, at the earlier of (1) immediately upon a Control Change if
you then are deceased or have attained age 65 or are Disabled, (2) your death
subsequent to the Control Change, or (3) the date which is one year after the
Control Change; provided, however, that the Trustee under the Deferred
Compensation Trust is required promptly to pay to you or your Surviving Spouse,
as applicable, from the trust account from time to time amounts, not exceeding
in the aggregate the Gross-Up Amount, upon your or your Surviving Spouse's
certification to the Trustee that the amount to be paid has been or within 60
days will be paid by you or your Surviving Spouse to a Federal, state or local
taxing authority as a result of the Control Change and the imposition of the
excise tax under Section 4999 of the Code (or any successor provision) on the
receipt of any portion of the Gross-Up Amount. In the case of a Control Change,
all amounts in excess of the amount required to be paid from the trust account
by the preceding sentence, after all expenses of the Deferred Compensation Trust
have been paid, shall revert to the Company provided that the Company has
theretofore expressly affirmed its continuing obligations under clause (i)(3) of
this Paragraph 10.

     (iv) Subject to the next sentence of this clause (iv) and clause (vi)
below, the payment of the Gross-Up Amount to you or your Surviving Spouse or the
account in your or your Surviving Spouse's name in the Deferred Compensation
Trust will thereby discharge the Company from any obligations it may have under
any present or future stock option or stock award plan, retirement plan or
otherwise, to make any other payment as a result of your income becoming subject
to the excise tax imposed by Section 4999 of the Code (or any successor
provision) or any interest or penalties with respect to such excise tax. As a
result of the uncertainty which will be present in the application of Section
4999 of the Code (or any successor provision) at the time of the determination
of the Gross-Up Amount and the possibility that between the date of
determination of the Gross-Up Amount and the dates payments are to be made to
you or your Surviving Spouse under this Agreement, changes in applicable tax
laws will result in an incorrect determination of the Gross-Up Amount having
been made, it is possible that (1) payment of a portion of the Gross-Up Amount
will not have been made by the Company which should have been made (an
"Underpayment"), or (2) payment of a portion of the Gross-Up Amount will have
been made which should not have been made (an "Overpayment"), consistent with
the calculations required to be made hereunder. In the event of an Underpayment,
such Underpayment shall be promptly paid by the Company to or for your benefit.
In the event that you or your Surviving Spouse discover that an Overpayment

<PAGE>
                                      -12-


shall have occurred, the amount thereof shall be promptly repaid by you or your
Surviving Spouse to the Company.

     (v) Prior to the occurrence of a Control Change, any deposits made by the
Company to an account in the Deferred Compensation Trust may be withdrawn by the
Company. Upon the occurrence of a Control Change, all further obligations of the
Company under this Agreement (other than under this Paragraph 10 to the extent
not theretofore performed) shall terminate in all respects.

     (vi) Notwithstanding the foregoing, in the case of a Control Change (other
than one consisting solely of a Change in Control), if after such Control Change
you continue to be employed by the Company, you will continue to accrue
additional benefits hereunder due to additional Years of Service and increases
in your Average Compensation attributable to such employment to the extent such
additional Years of Service and compensation increases, if taken into account in
determining the payment under clause (iii) of this paragraph 10, would have
resulted in a greater payment than the payment provided thereunder. The
difference between the two payments is referred to herein as the "differential
amount". Within 30 days following each anniversary of such Control Change the
differential amount shall be calculated as of such anniversary date and such
amount, less all prior amounts paid under this clause (vi), shall be promptly
paid by the Company to you (or your Surviving Spouse, if your death occurred
while you were so employed following such Control Change), plus any Gross-Up
Amount which may be determined to be applicable to such payment.

     (vii) Notwithstanding anything in this paragraph 10 to the contrary, if a
Change in Control occurs within twelve months after a Control Change which does
not consist solely of a Change in Control, any payment to you or your Surviving
Spouse under clause (iii) of this paragraph 10 shall be recalculated as though
such Change of Control had occurred concurrently with such prior Control Change
and any amount resulting from such recalculation in excess of the amount
determined as a result of such prior Control Change shall be promptly paid by
the Company to you or your Surviving Spouse, as the case may be.

     11. We also agree upon the following:

          a. Prior to the occurrence of a Control Change, the Compensation
     Committee of the Company's Board of Directors, or any other committee
     however titled which shall be vested with authority with respect to the
     compensation of the Company's officers and executives (in either case, the
     "Committee"), shall have the exclusive authority to make all determinations
     which may be necessary in connection with this Agreement including the
     dates of and whether you are or continue to be Disabled, the amount of
     annual benefits payable hereunder by reason of offsets hereunder due to
     employment by other employers, the interpretation of this Agreement, and
     all other


<PAGE>
                                      -13-


     matters or disputes arising under this Agreement. The determinations and
     findings of the Committee shall be conclusive and binding, without appeal,
     upon both of us.

          b. You will not during your employment or Disability, and after
     Retirement or the termination of your employment, for any reason disclose
     or make use of for your own or another person's benefit under any
     circumstances any of the Company's Proprietary Information. Proprietary
     Information shall include trade secrets, secret processes, information
     concerning products, developments, manufacturing techniques, new product or
     marketing plans, inventions, research and development information or
     results, sales, pricing and financial data, information relating to the
     management, operations or planning of the Company and any other information
     treated as confidential or proprietary.

          c. You agree that you will not following your termination of
     employment for any reason (whether on Retirement, Disability or termination
     prior to attaining age 65) thereafter directly or indirectly engage in any
     business activities, whether as a consultant, advisor or otherwise, in
     which the Company is engaged in any geographic area in which the products
     or services of the Company have been sold, distributed or provided during
     the five year period prior to the date of your termination of employment.
     In light of ongoing payments to be received by you and your Surviving
     Spouse for your respective lives, the restrictions contained in the
     preceding sentence shall be unlimited in duration provided no Change in
     Control has occurred and, in the event of a Change in Control, all such
     restrictions shall terminate one year thereafter.

          In addition to the foregoing and provided no Change in Control has
     occurred, if while you or your Surviving Spouse is receiving retirement or
     other benefits pursuant to this Agreement, in the judgment of the Committee
     you or your Surviving Spouse directly or indirectly engage in activity or
     act in a manner which can be considered adverse to the interest of the
     Company or any of its direct or indirect subsidiaries or affiliated
     companies, the Committee may terminate rights to any further benefits
     hereunder.

          d. Except as may be provided to the contrary in a duly authorized
     written agreement between you and the Company you acknowledge that the
     Company has made no commitments to you of any kind with respect to the
     continuation of your employment, which we expressly agree is an employment
     at will, and you or the Company shall have the unrestricted right to
     terminate your employment with or without cause, at any time in your or its
     discretion.

          e. At the Company's request, expressed through a Company officer, you
     agree to provide such information with respect to matters which may arise
     in connection with this Agreement as may be deemed necessary by the Company
     or the Com-


<PAGE>
                                      -14-


     mittee, including for example only and not in limitation, information
     concerning benefits payable to you from third parties, and you further
     agree to submit to such medical examinations by duly licensed physicians as
     may be requested by the Company from time to time. You also agree to direct
     third parties to provide such information, and your Surviving Spouse's
     cooperation in providing such information is a condition to the receipt of
     survivor's benefits under this Agreement.

          f. To the extent permitted by law, no interest in this Agreement or
     benefits payable to you or to your Surviving Spouse shall be subject to
     anticipation, or to pledge, assignment, sale or transfer in any manner nor
     shall you or your Surviving Spouse have the power in any manner to charge
     or encumber such interest or benefits, nor shall such interest or benefits
     be liable or subject in any manner for the liabilities of you or your
     Surviving Spouse's debts, contracts, torts or other engagements of any
     kind.

          g. No person other than you and your Surviving Spouse shall have any
     rights or property interest of any kind whatsoever pursuant to this
     Agreement, and neither you nor your Surviving Spouse shall have any rights
     hereunder other than those expressly provided in this Agreement. Upon the
     death of you and your Surviving Spouse no further benefits of whatsoever
     kind or nature shall accrue or be payable pursuant to this Agreement.

          h. All benefits payable pursuant to this Agreement, other than
     pursuant to paragraph 10, shall be paid in installments of one-twelfth of
     the annual benefit, or at such shorter intervals as may be deemed advisable
     by the Company in its discretion, upon receipt of your or your Surviving
     Spouse's written application, or by the applicant's personal representative
     in the event of any legal disability.

          i. Except as provided in paragraph 10, all benefits under this
     Agreement shall be payable from the Company's general assets, which assets
     (including all funds in the Deferred Compensation Trust) are subject to the
     claims of the Company's general creditors, and are not set aside for your
     or your Surviving Spouse's benefit.

          j. You agree that, if the Company establishes the Deferred
     Compensation Trust, the Company is entitled at any time prior to a Control
     Change to revoke such trust and withdraw all funds theretofore deposited in
     such trust. You acknowledge that although this Agreement refers from time
     to time to your or your Surviving Spouse's trust account, no separate trust
     will be created and all assets of any Deferred Compensation Trust will be
     commingled.

          k. This Agreement shall be governed by the laws of the State of
     Michigan.


<PAGE>
                                      -15-


     12. We have agreed that the determinations of the Committee described in
paragraph 11a shall be conclusive as provided in such paragraph, but if for any
reason a claim is asserted which appeals from the provisions of paragraph 11a,
we agree that, except for causes of action which may arise under paragraph 11b
and the first paragraph of paragraph 11c and provided no Control Change has
occurred, arbitration shall be the sole and exclusive remedy to resolve all
disputes, claims or controversies which could be the subject of litigation
(hereafter referred to as "dispute") involving or arising out of this Agreement.
It is our mutual intention that the arbitration award will be final and binding
and that a judgment on the award may be entered in any court of competent
jurisdiction and enforcement may be had according to its terms.

     The arbitrator shall be chosen in accordance with the commercial
arbitration rules of the American Arbitration Association and the expenses of
the arbitration shall be borne equally by the parties to the dispute. The place
of the arbitration shall be the principal offices of the American Arbitration
Association in the metropolitan Detroit area.

     The arbitrator's sole authority shall be to apply the clauses of this
Agreement.

     We agree that the provisions of this paragraph 12, and the decision of the
arbitrator with respect to any dispute, with only the exceptions provided in the
first paragraph of this paragraph 12, shall be the sole and exclusive remedy for
any alleged cause of action in any manner based upon or arising out of this
Agreement. Subject to the foregoing exceptions, we acknowledge that since
arbitration is the exclusive remedy, neither of us or any party claiming under
this Agreement has the right to resort to any federal, state or local court or
administrative agency concerning any matters dealt with by this Agreement and
that the decision of the arbitrator shall be a complete defense to any action or
proceeding instituted in any tribunal or agency with respect to any dispute. The
arbitration provisions contained in this paragraph shall survive the termination
or expiration of this Agreement, and shall be binding on our respective
successors, personal representatives and any other party asserting a claim based
upon this Agreement.

     We further agree that any demand for arbitration must be made within one
year of the time any claim accrues which you or any person claiming hereunder
may have against the Company; unless demand is made within such period, it is
forever barred.

     We are pleased to be able to make this supplemental plan available to you.
Please examine the terms of this Agreement carefully and at your earliest
convenience indicate your assent to all of its terms and conditions by signing
and dating where provided below and returning a signed copy to me.

                              Sincerely,


<PAGE>
                                      -16-


                              METALDYNE CORPORATION


                              By
                                     -------------------------------------------
                                     Timothy D. Leuliette
                                     President and Chief Executive Officer

DATE:    __________________