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                                                                    EXHIBIT 10.e


                                                                [EXECUTION COPY]

                           CHANGE OF CONTROL AGREEMENT


         AGREEMENT dated as of September 21, 2000 between MascoTech, Inc., a
Delaware corporation (including any successor thereto, the "COMPANY") and James
F. Tompkins ("EXECUTIVE").

         WHEREAS, Executive is currently Treasurer of the Company; and

         WHEREAS, the Company desires to retain the services of Executive in
anticipation of a possible transaction which may result in a Change of Control
(as defined below) and to obtain the covenants set forth herein; and

         WHEREAS, the parties desire to enter into this Agreement;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:

         1. Definitions. For purposes of this Agreement, the following terms
shall have the meanings indicated.

         "BASE SALARY" means the annual base salary being paid to Executive at
the higher of (i) the rate immediately prior to the Change of Control and (ii)
the rate prior to any termination of employment under Section 3.

         "CAUSE" means (i) Executive's 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 the part of Executive, or Executive's willful misconduct in
the performance of his duties to the Company or (ii) Executive's failure to
follow the instructions of the Company's Chairman of the Board of Directors or
the Company's Board of Directors or the executive officer of the Company to whom
Executive reports, or Executive's neglect of duties (other than any such neglect
resulting from incapacity of Executive 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 Executive 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 of this Agreement; provided that a failure of the Company to so notify
Executive after the first occurrence of an event constituting Cause shall not
preclude any subsequent occurrences of such event (or a similar event) from
constituting Cause.

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         "CHANGE OF CONTROL" means the first of the following events to occur
following the date hereof:

                       (i) Any "person" or "group of persons", as such terms are
         used in Sections 13(d) and 14(d) of the Exchange Act, directly or
         indirectly purchases or otherwise become the "beneficial owner" (as
         defined in Rule 13d-3 under the Exchange Act) or has 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; or

                       (ii) 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
         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.

         "COMPANY" has the meaning set forth in the recital hereto.

         "DATE OF TERMINATION" means the date of termination of Executive's
employment with the Company.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "GOOD REASON" means:

                  (i) Removal from, or failure to be reappointed or reelected
         to, the position Executive holds with the Company immediately prior to
         a Change of Control (other than as a result of a promotion or a change
         in position which is not material);

                 (ii) Any material diminution in Executive's title, position,
         duties or responsibilities, the assignment to Executive of duties that
         are inconsistent, in a material respect, with the scope of duties and
         responsibilities associated with the position of Executive immediately
         prior to the Change of Control;

                (iii) Failure by the Company to pay Executive any compensation
         otherwise vested and due if such failure continues for ten business
         days following notice to the Company thereof;

                (iv) Reduction in base salary, bonus opportunity, other
         compensation or benefits or the failure of the Company to pay Executive
         a

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         bonus (A) if a Change of Control occurs in calendar year 2000, in an
         amount equal to or greater than the bonus earned for calendar year 2000
         and in an amount equal to or greater than the Target Bonus for calendar
         years 2001 and 2002, or (B) if a Change of Control occurs at any time
         after December 31, 2000, in an amount equal to or greater than the
         earned bonus for the period up to the date of the Change of Control and
         in an amount equal to or greater than the Target Bonus for each of the
         two one year periods following a Change of Control.

                  (v) Relocation of Executive to an office of the Company (A)
         more than 35 miles from his current office or (B) to a location that
         would add more than 15 miles to Executive's one-way commute to or from
         his current principal residence; or

                 (vi) Failure of the Company to obtain the assumption of this
         Agreement pursuant to Section 8(g).

         Any determination of Good Reason made in good faith by Executive shall
be final and conclusive. Executive must notify the Company of any event
constituting Good Reason within 120 days after Executive becomes aware of such
event or such event shall not constitute Good Reason for purposes of this
Agreement; provided that a failure of Executive to so notify the Company after
the first occurrence of an event constituting Good Reason shall not preclude any
subsequent occurrences of such event (or similar event) from constituting Good
Reason.

         "NON-COMPETE TERM" means the period from the date of this Agreement
until the date two years following any termination of Executive's employment
with the Company.

         "TARGET BONUS" means, with respect to any fiscal year of the Company,
50% of Base Salary.

           2. Term of Agreement. Except as set forth in the next following
sentence, this Agreement shall be in effect from the date hereof until the
earliest of (i) the date all equity awards held by Executive immediately
following the effective time of a Change of Control have vested (the "EQUITY
VESTING DATE") and (ii) December 31, 2001 if no Change of Control shall occur or
be in process prior to such date, except to the extent necessary to give effect
to the provisions hereof. For purposes of the preceding sentence, a Change of
Control shall be deemed to be in process upon the filing of a Schedule TO under
the Exchange Act in respect of the Company or upon the execution of an agreement
which, if the transaction contemplated thereby were consummated, would result in
a Change of Control, in either case prior to December 31, 2001. Notwithstanding
the foregoing, prior to a Change of Control and following the expiration of this
Agreement, Executive's employment shall be deemed an employment at will and
Executive's employment may be terminated at will by Executive or the Company.

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           3.   Severance.

                 (a) Without Cause by the Company; by Executive for Good Reason.
         If Executive's employment with the Company is terminated upon a Change
         of Control or prior to or upon the second anniversary of a Change of
         Control (x) by the Company without Cause (other than by reason of
         disability (within the meaning of the Company's disability program,
         "DISABILITY") or death) or (y) by Executive for Good Reason, in lieu of
         any other severance benefits to which Executive would be entitled under
         any other plans or programs of the Company, Executive shall be entitled
         to the following benefits.

                          (i) The Company shall pay Executive (A) accrued unpaid
                  base salary and vacation through the Date of Termination, (B)
                  the Target Bonus (or, as applicable, the excess of Target
                  Bonus over the bonus paid for such period) for the most
                  recently completed bonus period if Target Bonus has not been
                  paid in respect of such period, (unless the most recently
                  completed bonus period is calendar year 2000, in which case
                  the Executive's entitlement shall be the earned bonus for such
                  period, not the Target Bonus) plus a pro rata portion of the
                  Target Bonus for the current bonus period through the Date of
                  Termination, in the case of either of (A) or (B), within ten
                  days of the Date of Termination in a lump sum payment and (C)
                  severance equal to (x) two times (y) the sum of (1) Base
                  Salary and (2) Target Bonus, payable in equal monthly payments
                  over the two year period following the Date of Termination.
                  Notwithstanding the foregoing, if Executive dies during such
                  two year period during which severance is being paid, any
                  remaining severance payments hereunder will be made in a lump
                  sum benefit to Executive's beneficiary within thirty days of
                  notification to the Company of Executive's death.

                         (ii) The Company shall make monthly payments to
                  Executive such that, after payment by Executive of all
                  applicable taxes thereon, Executive retains an amount which,
                  when added to the amount of Executive's contribution if any to
                  his health insurance arrangement as in effect prior to the
                  Date of Termination, will enable Executive to purchase
                  medical, dental and vision benefits substantially similar to
                  those Executive received immediately prior to the Date of
                  Termination, or at the date of the Change of Control if more
                  favorable, on the same terms Executive received such benefits
                  immediately prior to the Date of Termination, or at the date
                  of the Change of Control if more favorable, for a period of
                  two years following the Date of Termination.

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                        (iii) At the end of the two year period set forth in
                  paragraph (ii) of this Section 3(a), the Company shall make
                  monthly payments to Executive such that, after payment by
                  Executive of all applicable taxes thereon, Executive retains
                  an amount equal to the amount by which (A) the cost to
                  Executive of purchasing health benefits substantially similar
                  to those he received prior to the Date of Termination for an
                  additional eighteen (18) month period exceeds (B) the cost
                  Executive would have incurred to purchase health benefits to
                  the same extent and on the same terms as if the last day of
                  such two year period were a "qualifying event" under Part 6 of
                  Title I of the Employee Retirement Income Security Act of
                  1974, as amended.

                         (iv) Executive shall receive any other benefits under
                  other plans or programs of the Company in which he is then
                  currently participating in accordance with their terms.

                          (v) Notwithstanding the terms of any stock incentive
                  plan or award agreement, any stock incentive awards held by
                  Executive with respect to shares of the Company's common stock
                  that have not vested as of the Date of Termination shall
                  continue to stay outstanding and vest in accordance with their
                  terms.

                         (vi) Other than the benefits set forth in this Section
                  3(a), the Company and its subsidiaries will have no further
                  obligations hereunder with respect to Executive following such
                  Date of Termination.

                        (vii) Executive shall not be required to mitigate
                  damages or the amount of any payment provided for under this
                  Agreement by seeking other employment or otherwise, nor will
                  any payments hereunder be subject to offset in respect of any
                  claims which the Company may have against Executive, nor,
                  except as provided in the next following sentence, shall the
                  amount of any payment or benefit provided for in this Section
                  3 be reduced by any compensation or benefits earned as a
                  result of Executive's employment with another employer. The
                  amounts paid under Section 3(a)(ii) and (iii) hereof shall be
                  reduced to the extent Executive is eligible to receive
                  medical, dental or vision benefits from a successor employer
                  of Executive substantially comparable to those he was
                  receiving from the Company prior to the Date of Termination,
                  or the date of the Change of Control if more favorable.

                  (b) Upon Disability or Death. If Executive's employment with
         the Company is terminated prior to or upon the second anniversary of a
         Change of Control by reason of Disability or death:


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                          (i) The Company shall pay Executive (or his estate,
                  heirs or beneficiaries) (A) accrued unpaid base salary and
                  vacation through the Date of Termination and (B) the Target
                  Bonus (or, as applicable, the excess of Target Bonus over the
                  bonus paid for such period) for the most recently completed
                  bonus period if Target Bonus has not been paid in respect of
                  such period (unless the most recently completed bonus period
                  is calendar year 2000, in which case the Executive's
                  entitlement shall be the earned bonus for such period, not the
                  Target Bonus), plus a pro rata portion of the Target Bonus for
                  the current bonus period through the Date of Termination, in
                  the case of either of (A) or (B), within ten days of the Date
                  of Termination in a lump sump payment.

                         (ii) Notwithstanding the terms of any stock incentive
                  plan or award agreement, (A) in the event of a termination by
                  reason of Executive's death, any stock incentive awards held
                  by Executive with respect to shares of the Company's common
                  stock shall automatically vest as of the date of such
                  termination and (B) in the event of termination by reason of a
                  Executive's Disability, any stock incentive awards held by
                  Executive with respect to shares of the Company's common stock
                  that have not vested as of the Date of Termination shall
                  continue to stay outstanding and vest in accordance with their
                  terms.

                        (iii) Executive shall receive any other benefits under
                  other plans and programs of the Company in which he is then
                  currently participating in accordance with their terms.

                         (iv) Other than the benefits set forth in this Section
                  3(b), the Company and its subsidiaries will have no further
                  obligations hereunder with respect to Executive (or his or her
                  estate, heirs or beneficiaries) following the Date of
                  Termination.

                 (c) Any Other Termination. If Executive is terminated at any
         time during the term of this Agreement following a Change of Control
         for any reason other than set forth in Section 3(a) or 3(b), Executive
         shall be entitled to receive his accrued unpaid base salary and
         vacation through the Date of Termination, the Target Bonus (or, as
         applicable, the excess of Target Bonus over any bonus paid for such
         period) for the most recently completed bonus period if Target Bonus
         has not been paid in respect of such period (unless the most recently
         completed bonus period is calendar year 2000, in which case the
         Executive's entitlement shall be the earned bonus for such period, not
         the Target Bonus), plus except in the case of the Company's termination
         of Executive for Cause, a pro rata portion of the Target Bonus for the
         current bonus period through the Date of Termination, all of the
         foregoing payable in a lump sum within ten days of the Date of
         Termination, and any other benefits under other plans and


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         programs of the Company in which he is then currently participating in
         accordance with their terms, and the Company and its subsidiaries will
         have no further obligations hereunder with respect to Executive
         following the Date of Termination.

                 (d) Notice of Termination. Any purported termination of
         employment by the Company or by Executive following a Change of Control
         shall be communicated by written notice of termination to the other
         party hereto in accordance with Section 8(i) which shall indicate the
         specific termination provision in this Agreement relied upon and shall
         set forth in reasonable detail the facts and circumstances claimed to
         provide a basis for termination of employment under the provision so
         indicated.

           4. Gross-Up in connection with a Change of Control. In the event
that, as a result of the payments to which he becomes entitled by reason of a
Change of Control pursuant to the terms hereof or the terms of any other
agreement (including but not limited to the accelerated vesting of stock
options), Executive becomes subject to excise tax (the "EXCISE TAX") under
Section 4999 of the Internal Revenue Code of 1986, as amended (the "CODE"), the
Company shall pay to Executive as additional compensation an amount (the
"GROSS-UP PAYMENT") equal to an amount which, after payment by Executive of all
taxes (including any federal, state and local income tax and excise tax upon
such amount) would allow the Executive to retain an amount equal to the Excise
Tax, unless, if the reduction of the severance payments hereunder to Executive
by no more than 5% would avoid the imposition of Excise Tax, then the Company
shall so reduce such severance payments to Executive and no Gross-up Payment
will be made.

         For purposes of determining whether Executive will be subject to the
Excise Tax and the amount of such Excise Tax, the following criteria shall
apply:

                 (a) All determinations required to be made under this Section 4
         shall be made by the Company's independent auditors (the "ACCOUNTING
         FIRM"), which shall provide detailed supporting calculations to both
         the Company and Executive within 15 business days after the Date of
         Termination or such earlier time as is requested by the Company
         provided that any determination that an Excise Tax is payable by
         Executive shall be made on the basis of substantial authority. If the
         Accounting Firm determines that no Excise Tax is payable by Executive,
         it shall furnish Executive with a written opinion that Executive has
         substantial authority not to record any Excise Tax on his federal
         income tax return. Any determination by the Accounting Firm meeting the
         requirements of this Section 4(a) shall, subject to possible adjustment
         as set forth in Section 4(c) below, be binding upon the Company and
         Executive.

                 (b) The value of any non-cash benefits or any deferred payment
         or benefit shall be determined by the Accounting Firm in accordance
         with the principles of Sections 280G(d)(3) and (4) of the Code. For
         purposes of

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         determining the amount of the Gross-Up Payment, Executive shall be
         deemed to pay federal income taxes at the highest marginal rate of
         federal income taxation in the calendar year in which the Gross-Up
         Payment is to be made and state and local income taxes at the highest
         marginal rate of taxation in the state and locality of Executive's
         residence on the date on which the Excise Tax is incurred, net of the
         maximum reduction in federal income taxes which could be obtained from
         deduction of such state and local taxes.

                 (c) In the event that the Excise Tax is subsequently determined
         to be less than the amount taken into account hereunder, Executive
         shall repay to the Company, at the time that the amount of such
         reduction in Excise Tax is finally determined, the portion of the
         Gross-Up Payment attributable to such reduction (plus that portion of
         the Gross-Up Payment attributable to the Excise Tax and federal, state
         and local income tax deduction) plus interest on the amount of such
         repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In
         the event that the Excise Tax is determined to exceed the amount taken
         into account hereunder (including by reason of any payment the
         existence or amount of which cannot be determined at the time of the
         Gross-Up Payment), the Company shall make an additional payment in
         respect of an amount equal to such excess at the time that the amount
         of such excess finally is determined. In the case of any payment that
         the Company is required to make to Executive pursuant to the preceding
         sentence (a "LATER PAYMENT"), the Company shall also pay to Executive
         an additional amount such that after payment by Executive of all of
         Executive's applicable Federal, state and local taxes, including any
         interest and penalties assessed by any taxing authority, on Later
         Payment, Executive will retain an amount equal to the Later Payment.
         Executive and the Company each shall reasonably cooperate with the
         other in connection with any administrative or judicial proceedings
         concerning the existence or amount of liability for Excise Tax.

         Notwithstanding any provision of this Agreement to the contrary,
Executive shall pay his ordinary federal, state and local income taxes to which
he is subject as a result of the payments to which he becomes entitled by reason
of a Change of Control pursuant to the terms hereof or the terms of any other
agreement (including but not limited to the accelerated vesting of stock
options).

           5.   Non-Competition; Non-Solicitation; Confidentiality.

                 (a) Executive acknowledges and recognizes the highly
         competitive nature of the business of the Company and accordingly
         agrees that, in consideration of this Agreement, the rights conferred
         hereunder, and any payments hereunder, during the Non-Compete Term,
         Executive will not engage, either directly or indirectly, as an
         employee, consultant or independent contractor, or as a principal for
         his own account or jointly

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         with others, or as a stockholder in any corporation or joint stock
         association, in any business other than the Company or its subsidiaries
         which designs, develops, manufactures, distributes, sells or markets
         the type of products or services sold, distributed or provided by the
         Company or its subsidiaries during the two year period prior to the
         Date of Termination (the "BUSINESS"); provided that nothing herein
         shall prevent Executive from owning, directly or indirectly, not more
         than 5% of the outstanding shares of, or any other equity interest in,
         any entity engaged in the Business and listed or traded on a national
         securities exchanges or in an over-the-counter securities market.

                 (b) During the Non-Compete Term, Executive will not (i)
         directly or indirectly employ or solicit, or receive or accept the
         performance of services by, any active employee of the Company or any
         of its subsidiaries who is employed primarily in connection with the
         Business, except in connection with general, non-targeted recruitment
         efforts such as advertisements and job listings or directly or
         indirectly induce any employee of the Company to leave the Company, or
         assist in any of the foregoing or (ii) solicit for business (relating
         to the Business) any person who is a customer or former customer of the
         Company or any of its subsidiaries, unless such person shall have
         ceased to have been such a customer for a period of at least six
         months.

                 (c) Executive will not at any time (whether during or after his
         employment with the Company) disclose or use for his own benefit or
         purposes or the benefit or purposes of any other person, firm,
         partnership, joint venture, association, corporation or other business
         organization, entity or enterprise other than the Company and any of
         its subsidiaries, any trade secrets, information, data, or other
         confidential information relating to customers, development programs,
         costs, marketing, trading, investment, sales activities, promotion,
         credit and financial data, financing methods, plans, or the business
         and affairs of the Company generally, or of any subsidiary of the
         Company, unless required to do so by applicable law or court order,
         subpoena or decree or otherwise required by law, with reasonable
         evidence of such determination promptly provided to the Company. The
         preceding sentence of this paragraph (c) shall not apply to information
         which is not unique to the Company or which is generally known to the
         industry or the public other than as a result of Executive's breach of
         this covenant. Executive agrees that upon termination of his employment
         with the Company for any reason, he will return to the Company
         immediately all memoranda, books, papers, plans, information, letters
         and other data, and all copies thereof or therefrom, in any way
         relating to the business of the Company and its subsidiaries, except
         that he may retain personal notes, notebooks and diaries. Executive
         further agrees that he will not retain or use for his account at any
         time any trade names,


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         trademark or other proprietary business designation used or owned in
         connection with the business of the Company or its subsidiaries.

                 (d) It is expressly understood and agreed that although
         Executive and the Company consider the restrictions contained in this
         Section 5 to be reasonable, if a final judicial determination is made
         by a court of competent jurisdiction that the time or territory or any
         other restriction contained in this Agreement is an unenforceable
         restriction against Executive, the provisions of this Agreement shall
         not be rendered void but shall be deemed amended to apply as to such
         maximum time and territory and to such maximum extent as such court may
         judicially determine or indicate to be enforceable. Alternatively, if
         any tribunal of competent jurisdiction finds that any restriction
         contained in this Agreement is unenforceable, and such restriction
         cannot be amended so as to make it enforceable, such finding shall not
         affect the enforceability of any of the other restrictions contained
         herein.

                 (e) This Section 5 will survive the termination of this
         Agreement.

           6. Remedies. (a) Executive acknowledges and agrees that the Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 5 would be inadequate and, in recognition of this fact, Executive agrees
that, in the event of such a breach or threatened breach, in addition to any
remedies at law, the Company, without posting any bond, shall be entitled to
seek equitable relief in the form of specific performance, temporary restraining
order, temporary or permanent injunction or any other equitable remedy which may
then be available.

                 (b) Notwithstanding any provision of this Agreement to the
         contrary, from and after any breach by Executive of the provisions of
         Section 5 of this Agreement, the Company shall cease to have any
         obligations to make payments or provide benefits to Executive under
         this Agreement.

           7. Termination of Employment After the Second Year Following a Change
of Control. If Executive's employment is terminated after the second year
following a Change of Control, but prior to the Equity Vesting Date, without
Cause by the Company or by Executive for Good Reason, (i) Executive shall be
entitled to receive (A) his accrued unpaid base salary and vacation through the
Date of Termination, (B) the Target Bonus (or, as applicable, the excess of the
Target Bonus over any bonus paid for such period) for the most recently
completed bonus period if Target Bonus has not been paid in respect of such
period, and (C) a pro rata portion of the Target Bonus for the bonus period
through the Date of Termination, all of the foregoing payable in a lump sum
within ten days of the Date of Termination, and (D) any other benefits under
other plans and programs of the Company in which he is then currently
participating, in accordance with their terms, (ii) notwithstanding the terms of
any stock incentive


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plan or award agreement, any stock incentive awards held by Executive with
respect to shares of the Company's common stock that have not vested as of the
Date of Termination shall continue to stay outstanding and vest in accordance
with their terms, and (iii) the Company and its subsidiaries will have no
further obligations hereunder with respect to Executive following the Date of
Termination.

           8.   Miscellaneous.

                 (a) Governing Law. This Agreement shall be governed by and
         construed in accordance with the laws of Michigan.

                 (b) Entire Agreement/Amendments. This Agreement contains the
         entire understanding of the parties with respect to the severance
         payable to Executive in the event of a termination of employment
         following a Change of Control during the term of this Agreement. There
         are no restrictions, agreements, promises, warranties, covenants or
         undertakings between the parties with respect to the subject matter
         herein other than those expressly set forth herein or therein. This
         Agreement may not be altered, modified or amended, except by written
         instrument signed by the parties hereto.

                 (c) No Waiver. The failure of a party to insist upon strict
         adherence to any term of this Agreement on any occasion shall not be
         considered a waiver of such party's rights or deprive such party of the
         right thereafter to insist upon strict adherence to that term or any
         other term of this Agreement.

                 (d) Severability. In the event that any one or more of the
         provisions of this Agreement shall be or become invalid, illegal or
         unenforceable in any respect, the validity, legality and enforceability
         of the remaining provisions of this Agreement shall not be affected
         thereby.

                 (e) Arbitration. With respect to any dispute between the
         parties hereto arising from or relating to the terms of this Agreement,
         except as provided in Section 6(a), the parties agree to submit such
         dispute to arbitration in Michigan under the auspices of and the
         employment rules of the American Arbitration Association. The
         determination of the arbitrator(s) shall be conclusive and binding on
         the Company and Executive and judgment upon the award rendered by the
         arbitrator(s) may be entered in any court having jurisdiction thereof.

                 (f) Attorneys Fees. In the event of a dispute by the Company,
         Executive or others as to the validity or enforceability of, or
         liability under, any provision of this Agreement, the Company shall
         reimburse Executive for (i) all legal fees and expenses incurred by him
         in connection with such dispute if Executive substantially prevails in
         the dispute and (ii)


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         if Executive has not substantially prevailed in such dispute as set
         forth in (i), one-half the amount of all legal fees and expenses
         incurred by him in connection with such dispute except to the extent
         Executive's position is found by a tribunal of competent jurisdiction
         to have been frivolous.

                  (g) Assignment. This Agreement shall not be assignable by
         either party. Notwithstanding the foregoing, the Company shall assign
         this Agreement to any successor to substantially all of the stock,
         assets or business of the Company, and any such successor must assume
         in writing all of the obligations of the Company under this Agreement.

                  (h) Successors; Binding Agreement. This Agreement shall inure
         to the benefit of and be binding upon the personal or legal
         representatives, executors, administrators, successors, including
         successors to all or substantially all of the stock, business and/or
         assets of the Company, heirs, distributees, devisees and legatees of
         the parties.

                 (i) Notice. For the purpose of this Agreement, notices and all
         other communications provided for in the Agreement shall be in writing
         and shall be deemed to have been duly given when delivered or mailed by
         United States registered mail, return receipt requested, postage
         prepaid, addressed to the respective addresses set forth on the
         execution page of this Agreement; provided that all notices to the
         Company shall be directed to the attention of the Board of Directors of
         the Company with a copy to the Secretary of the Company, or to such
         other address as either party may have furnished to the other in
         writing in accordance herewith, except that notice of change of address
         shall be effective only upon receipt.

                  (j) Withholding Taxes. The Company may withhold from any
         amounts payable under this Agreement such U.S. federal, state and local
         taxes as may be required to be withheld pursuant to any applicable law
         or regulation.

                  (k) Counterparts. This Agreement may be signed in
         counterparts, each of which shall be an original, with the same effect
         as if the signatures thereto and hereto were upon the same instrument.


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         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


                       MASCOTECH, INC.

                       By:   /s/ Timothy Wadhams
                       ----------------------------------------------------

                             Title:  Executive Vice President - Finance
                                     and Administration
                             Address:    21001 Van Born Road
                                         Taylor, Michigan 48108


                       JAMES F. TOMPKINS


                       /s/ James F. Tompkins
                       ----------------------------------------------------

                       Address:     2009 Sundew
                                    Troy, Michigan  48098







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