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                                                                    EXHIBIT 10.d

                                MASCO CORPORATION
                              2002 ANNUAL INCENTIVE
                                COMPENSATION PLAN

SECTION 1.  PURPOSE

         The purpose of the Masco Corporation 2002 Annual Incentive Compensation
Plan (the "Plan") is to provide selected executive officers of Masco Corporation
(the "Company") with incentive compensation based upon the achievement of
established annual performance goals.

SECTION 2.  ELIGIBILITY

         The individuals eligible to participate in the Plan (the
"Participation) are the executive officers of the Company.

SECTION 3.  PERFORMANCE PERIOD

         Each Performance Period for purposes of the Plan shall have a duration
of one calendar year, commencing January 1 and ending December 31.

SECTION 4.  ADMINISTRATION

         The Compensation Committee of the Board of Directors of the Company
(the "Committee") shall have the full power and authority to administer and
interpret the Plan and to establish rules for its administration.

SECTION 5.  PERFORMANCE GOALS

         On or before the 90th day of each Performance Period, the Committee
shall establish in writing one or more performance criteria for the Performance
Period and the weighting of the performance criteria if more than one. The
performance criteria shall consist of one or more of the following: net income,
earnings per share, cash flow, revenues, return on assets or total shareholder
return.

SECTION 6.  AWARDS

         On or before the 90th day of each Performance Period, the Committee
shall establish in writing a performance incentive award for such Participants
as shall be designated by the Committee and in such amounts as the Committee
shall determine, subject to the limitations of the Plan. No award to any
Participant shall be greater than $10 million. The Committee shall have the
power and authority to reduce or eliminate for any reason the amount of the
award that would otherwise be payable to a Participant based on the performance
criteria.

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SECTION 7.  CERTIFICATION AND PAYMENT

         As soon as practicable after release of the Company's financial results
for the Performance Period, the Committee will certify the Company's attainment
of the criteria established for such Performance Period pursuant to Section 5,
will calculate the possible payment of an award for each Participant and will
certify the amount of the award to each Participant for such Performance Period.
Payments of the awards shall be made in cash. To the extent net income is used
alone or as a component of another performance criterion, it shall mean net
income as reported to stockholders, but before losses resulting from
discontinued operations, extraordinary losses (in accordance with generally
accepted accounting principles, as currently in effect), the cumulative effect
of changes in accounting principles and other unusual, non-recurring items of
loss that are separately identified and quantified in the Company's audited
financial statements.

SECTION 8.  AMENDMENT

         The Committee shall have the right to suspend or terminate this Plan at
any time and may amend or modify the Plan at any time.

SECTION 9.  ADOPTION AND DURATION

         The Plan was approved by the Committee on February 13, 2002, subject to
the approval of the stockholders of the Company at the 2002 Annual Meeting of
Stockholders. The effective date of the Plan shall be January 1, 2002 and the
Plan shall remain in effect for a period of five years.