<PAGE>

                                                                     EXHIBIT 4.d

                                                                  EXECUTION COPY

                                 US $750,000,000

                       364-DAY REVOLVING CREDIT AGREEMENT
                          DATED AS OF NOVEMBER 8, 2002

                                      AMONG

                              MASCO CORPORATION AND
                             MASCO EUROPE S.A.R.L.,
                                  AS BORROWERS

                             THE BANKS PARTY HERETO

                                       AND

                                 CITIBANK, N.A.,
                              AS SYNDICATION AGENT

                                       AND

                      BARCLAYS BANK PLC AND COMERICA BANK,
                             AS DOCUMENTATION AGENTS

                      BANK ONE, NA (MAIN OFFICE - CHICAGO),
                             AS ADMINISTRATIVE AGENT
--------------------------------------------------------------------------------
        BANC ONE CAPITAL MARKETS, INC.           SALOMON SMITH BARNEY INC.
                              Joint Lead Arrangers
--------------------------------------------------------------------------------
                           SIDLEY AUSTIN BROWN & WOOD
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603
--------------------------------------------------------------------------------

<PAGE>

                                TABLE OF CONTENTS

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ARTICLE I:  DEFINITIONS.........................................................................................        1
         SECTION 1.01.         Definitions......................................................................        1
         SECTION 1.02.         Accounting Terms and Determinations..............................................       13
         SECTION 1.03.         Types of Borrowings..............................................................       13

ARTICLE II:  THE CREDITS........................................................................................       13
         SECTION 2.01.         Borrowings.......................................................................       13
         SECTION 2.02.         Notice of Borrowing..............................................................       13
         SECTION 2.03.         Notice to Banks; Funding of Loans................................................       14
         SECTION 2.04.         Noteless Agreement; Evidence of Indebtedness.....................................       16
         SECTION 2.05.         Maturity of Loans................................................................       16
         SECTION 2.06.         Interest Rates...................................................................       16
         SECTION 2.07.         Facility Fees and Utilization Fees...............................................       17
         SECTION 2.08.         Optional Termination or Reduction of Commitments; Conversion to Term Loan........       18
         SECTION 2.09.         Mandatory Termination of Commitments.............................................       18
         SECTION 2.10.         Prepayments......................................................................       19
         SECTION 2.11.         General Provisions as to Payments................................................       19
         SECTION 2.12.         Funding Losses...................................................................       20
         SECTION 2.13.         Computation of Interest and Fees.................................................       20
         SECTION 2.14.         Withholding Tax Exemption........................................................       20
         SECTION 2.15.         Lending Installations............................................................       21

ARTICLE III:  CONDITIONS........................................................................................       21
         SECTION 3.01.         Effectiveness of this Agreement..................................................       22
         SECTION 3.02.         All Borrowings...................................................................       22

ARTICLE IV:  REPRESENTATIONS AND WARRANTIES.....................................................................       23
         SECTION 4.01.         Corporate Existence and Power....................................................       23
         SECTION 4.02.         Corporate and Governmental Authorization; No Contravention; Filing; No Immunity..       23
         SECTION 4.03.         Binding Effect...................................................................       24
         SECTION 4.04.         Financial Information............................................................       24
         SECTION 4.05.         Litigation.......................................................................       25
         SECTION 4.06.         Compliance with ERISA............................................................       25
         SECTION 4.07.         Environmental Matters............................................................       25
         SECTION 4.08.         Taxes............................................................................       26
         SECTION 4.09.         Not an Investment Company........................................................       26
         SECTION 4.10.         Compliance with Laws...........................................................         26
         SECTION 4.11.         Foreign Employee Benefit Matters.................................................       26

ARTICLE V:  COVENANTS...........................................................................................       27
         SECTION 5.01.         Information......................................................................       27
         SECTION 5.02.         Financial Covenants..............................................................       29
         SECTION 5.03.         Limitations on Debt..............................................................       30
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                                       i              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                                TABLE OF CONTENTS

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         SECTION 5.04.         Negative Pledge..................................................................       31
         SECTION 5.05.         Consolidations, Mergers and Sale of Assets.......................................       32
         SECTION 5.06.         Compliance with Laws.............................................................       33
         SECTION 5.07.         Use of Proceeds..................................................................       33
         SECTION 5.08.         Insurance........................................................................       33
         SECTION 5.09.         Inspection.......................................................................       34

ARTICLE VI:  DEFAULTS...........................................................................................       34
         SECTION 6.01.         Events of Default................................................................       34
         SECTION 6.02.         Notice of Default................................................................       36

ARTICLE VII:  THE AGENT.........................................................................................       36
         SECTION 7.01.         Appointment and Authorization....................................................       36
         SECTION 7.02.         Agent and Affiliates.............................................................       36
         SECTION 7.03.         Action by Agent................................................................         37
         SECTION 7.04.         Consultation with Experts........................................................       37
         SECTION 7.05.         Liability of Agent...............................................................       37
         SECTION 7.06.         Indemnification..................................................................       37
         SECTION 7.07.         Credit Decision..................................................................       37
         SECTION 7.08.         Successor Agent..................................................................       37
         SECTION 7.09.         Agent's and Arrangers' Fees......................................................       38
         SECTION 7.10.         Agent, Arrangers, Documentation Agents, Syndication Agent........................       38

ARTICLE VIII:  CHANGE IN CIRCUMSTANCES..........................................................................       38
         SECTION 8.01.         Basis for Determining Interest Rate Inadequate or Unfair.........................       38
         SECTION 8.02.         Illegality.......................................................................       38
         SECTION 8.03.         Increased Cost and Reduced Return................................................       39
         SECTION 8.04.         Substitute Loans.................................................................       41
         SECTION 8.05.         Substitution of Bank.............................................................       41
                                                                                                              ..
ARTICLE IX:  MISCELLANEOUS......................................................................................       42
         SECTION 9.01.         Notices..........................................................................       42
         SECTION 9.02.         No Waivers.......................................................................       42
         SECTION 9.03.         Expenses; Documentary Taxes; Indemnification.....................................       42
         SECTION 9.04.         Sharing of Set-Offs..............................................................       43
         SECTION 9.05.         Amendments and Waivers...........................................................       43
         SECTION 9.06.         Successors and Assigns...........................................................       44
         SECTION 9.07.         Collateral.......................................................................       46
         SECTION 9.08.         Confidentiality................................................................         47
         SECTION 9.09.         Severalty of Obligations.........................................................       47
         SECTION 9.10.         Illinois Law; Submission to Jurisdiction.........................................       47
         SECTION 9.11.         Counterparts; Integration........................................................       47
         SECTION 9.12.         WAIVER OF JURY TRIAL; SERVICE OF PROCESS.......................................         47

ARTICLE X:  GUARANTY............................................................................................       48
         SECTION 10.01.        Guarantee of Obligations.........................................................       48
</TABLE>

                                       ii             SIDLEY AUSTIN BROWN & WOOD

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                                TABLE OF CONTENTS

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SECTION 10.02.        Nature of Guaranty...............................................................       48
SECTION 10.03.        Waivers and Other Agreements.....................................................       49
SECTION 10.04.        Obligations Absolute.............................................................       49
SECTION 10.05.        No Investigation by Banks or Agent...............................................       50
SECTION 10.06.        Indemnity........................................................................       50
SECTION 10.07.        Subordination, Subrogation, Reinstatement, Etc...................................       50
</TABLE>

EXHIBITS

Exhibit A         -        Form of Note

Exhibit B-1       -        Form of Opinion of Counsel for the Company

Exhibit B-2       -        Form of Opinion of Counsel for Masco Europe

Exhibit C         -        Form of Assignment and Assumption Agreement

Exhibit D         -        Form of Notice of Borrowing

Exhibit E         -        Form of Designation Agreement

                                    SCHEDULES

Commitment Schedule

Pricing Schedule

                                      iii             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                       364-DAY REVOLVING CREDIT AGREEMENT

                  This 364-DAY REVOLVING CREDIT AGREEMENT dated as of November
8, 2002 is entered into among MASCO CORPORATION and MASCO EUROPE S.A.R.L., as
borrowers, the BANKS party hereto as lenders, CITIBANK, N.A., as Syndication
Agent, BARCLAYS BANK PLC and COMERICA BANK, as Documentation Agents, and BANK
ONE, NA (Main Office - Chicago), as administrative agent. The parties hereto
agree as follows:

                             ARTICLE I: DEFINITIONS

                  SECTION 1.01. Definitions. The following terms, as used
herein, have the following meanings:

                  "ACQUIRED DEBT" means, with respect to any Person which
previously became or hereafter becomes a Subsidiary, Debt of such Person which
was outstanding before such Person became a Subsidiary and which was not created
in contemplation of such Person becoming a Subsidiary; provided that such Debt
shall no longer constitute "Acquired Debt" at any time that is more than six
months after such Person becomes a Subsidiary.

                  "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each
Bank, an administrative questionnaire in the form prepared by the Agent and
submitted to the Agent (with a copy to the Company) duly completed by such Bank.

                  "AFFECTED BANK" has the meaning set forth in Section 8.05.

                  "AFFILIATE" means at any date a Person (other than a
Consolidated Subsidiary) whose earnings or losses (or the appropriate
proportionate share thereof) would be included in determining the Consolidated
Net Income of the Company and its Consolidated Subsidiaries for a period ending
on such date under the equity method of accounting for investments in common
stock (and certain other investments).

                  "AGENT" means Bank One, NA in its capacity as administrative
agent for the Banks hereunder, and its successors in such capacity.

                  "AGGREGATE COMMITMENT" means the aggregate of the Commitments
of all the Banks, as reduced from time to time pursuant to the terms hereof.

                  "AGREEMENT," when used with reference to this Agreement, means
this 364-Day Revolving Credit Agreement dated as of November 8, 2002, as
amended, modified, supplemented or restated from time to time after the date
hereof.

                  "APPLICABLE LENDING OFFICE" means, with respect to any Bank,
(i) in the case of its Floating Rate Loans, its Domestic Lending Office and (ii)
in the case of its Eurodollar Loans, its Eurodollar Lending Office.

                                        1             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  "APPLICABLE MARGIN" means with respect to any Eurodollar Loan,
Floating Rate Loan or the facility fees payable under Section 2.07, as the case
may be at any time, the percentage which is applicable at such time as set forth
in the Pricing Schedule.

                  "ARRANGERS" means Banc One Capital Markets, Inc. and Salomon
Smith Barney Inc.

                  "ASSIGNEE" has the meaning set forth in Section 9.06(C).

                  "BANK" means each bank listed on the signature pages hereof,
each Assignee which becomes a Bank pursuant to Section 9.06(C), and their
respective successors.

                  "BANK ONE" means Bank One, NA (Main Office Chicago), a
national banking association.

                  "BEHR" means Behr Process Corporation, a California
corporation and a Wholly-Owned Subsidiary of the Company.

                  "BENEFIT ARRANGEMENT" means at any time an employee benefit
plan within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group.

                  "BORROWERS" means the Company and Masco Europe, and "Borrower"
means each of them, as the context may require.

                  "BORROWING" has the meaning set forth in Section 1.03.

                  "CHANGE IN LAW" has the meaning set forth in Section 8.03(A).

                  "CLOSING DATE" means November 8, 2002.

                  "COMMITMENT" means (i) with respect to any Bank listed on the
Commitment Schedule, the amount set forth opposite the name of such Bank on the
Commitment Schedule, or (ii) with respect to any Assignee, the amount of the
transferor Bank's Commitment assigned to such Assignee pursuant to Section
9.06(C), in each case as such amount may be reduced from time to time pursuant
to Section 2.08 or 2.09 or changed as a result of an assignment pursuant to
Section 9.06(C).

                  "COMMITMENT PERCENTAGE" means at any date of determination,
with respect to any Bank, that percentage which the Commitment of such Bank then
constitutes of the Aggregate Commitment or, if the Commitments have expired or
been terminated, that percentage which the Commitment of such Bank constituted
of the Aggregate Commitment immediately prior to such expiration or
cancellation.

                  "COMMITMENT SCHEDULE" means the Commitment Schedule attached
hereto.

                  "COMMITMENT TERMINATION DATE" means the earlier to occur of
(a) the Revolving Loan Termination Date, and (b) the date of termination in
whole of the Aggregate

                                       2              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

Commitment pursuant to Section 2.08 or 2.09 hereof or the Commitments pursuant
to Article VI hereof.

                  "COMPANY" means Masco Corporation, a Delaware corporation, and
its successors.

                  "COMPANY'S 2001 FORM 10-K" means the Company's annual report
on Form 10-K for the year ended December 31, 2001, as filed with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended.

                  "COMPANY'S EQUITY SECURITIES" means shares of any class of the
Company's capital stock or options, warrants or other equity rights to acquire
such shares.

                  "CONSOLIDATED ADJUSTED NET WORTH" means at any date (i)
Consolidated Net Worth at such date less (ii) the amount (if any) by which the
aggregate amount of all equity and other investments in Affiliates of the
Company reflected in such Consolidated Net Worth exceeds $250,000,000.

                  "CONSOLIDATED CURRENT ASSETS" means at any date the
consolidated current assets of the Company and its Consolidated Subsidiaries
determined as of such date.

                  "CONSOLIDATED DEBT" means at any date the Debt of the Company
and its Consolidated Subsidiaries (other than the guarantee obligations of the
Company pursuant to that certain Facility and Guaranty Agreement, dated as of
July 10, 2000, by and among the Company, Bank One, NA, as agent, and the other
financial institutions from time to time parties thereto), determined on a
consolidated basis as of such date.

                  "CONSOLIDATED NET INCOME" means, for any period, the
consolidated net income of the Company and its Consolidated Subsidiaries for
such period (considered as a single accounting period), but excluding the net
income or deficit of any Person (other than the equity in earnings or losses of
an Affiliate previously included in such consolidated net income determined
under the equity method of accounting for investments) prior to the effective
date on which it becomes a Consolidated Subsidiary or is merged into or
consolidated with the Company or a Consolidated Subsidiary.

                  "CONSOLIDATED NET LOSS" has the meaning set forth in Section
5.02(A).

                  "CONSOLIDATED NET WORTH" means at any date the consolidated
shareholders' equity of the Company and its Consolidated Subsidiaries determined
as of such date.

                  "CONSOLIDATED SUBSIDIARY" means at any date any Subsidiary the
accounts of which would be consolidated with those of the Company in its
consolidated financial statements as of such date.

                  "CONSOLIDATED TOTAL LIABILITIES" means at any date the
aggregate of all liabilities or other items which would appear on the liability
side of a consolidated balance sheet of the Company and its Consolidated
Subsidiaries as of such date, except the amount so appearing which constitutes
Consolidated Net Worth.

                                       3              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  "CONTINUING DIRECTOR" means any member of the Company's board
of directors who either (i) was a member of such board as of the Closing Date or
(ii) has been thereafter or hereafter is elected to such board, or nominated for
election by stockholders, by a vote of at least two-thirds of the directors who
are Continuing Directors at the time of such vote; provided that an individual
who is so elected or nominated in connection with a merger, consolidation,
acquisition or similar transaction shall not be a Continuing Director unless
such individual was a Continuing Director prior thereto.

                  "CONVERSION/CONTINUATION NOTICE" is defined in Section
2.03(E).

                  "CONVERSION DATE" is defined in Section 2.08(C).

                  "CONVERTED LOAN TERMINATION DATE" means the date that is one
year after the Conversion Date (or, if such date is not a Domestic Business Day,
on the immediately preceding Domestic Business Day).

                  "DEBT" of any Person means at any date, without duplication,
(i) all obligations of such Person for borrowed money, (ii) all obligations of
such Person evidenced by debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property,
except trade accounts payable, (iv) all obligations of such Person as lessee
which are capitalized in accordance with generally accepted accounting
principles, (v) all Debt of others secured by a Lien on any asset of such
Person, whether or not such Debt is assumed by such Person, and (vi) all Debt of
others for which such Person is contingently liable. In calculating the amount
of any Debt at any date for purposes of this Agreement, accrued interest shall
be excluded to the extent that it would be properly classified as a current
liability for interest under the heading "Accrued liabilities" (and not under
the heading "Notes payable") in a balance sheet prepared as of such date in
accordance with the accounting principles and practices used in preparing the
balance sheet referred to in Section 4.04(A) and the related footnotes thereto.

                  "DEFAULT" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.

                  "DESIGNATION AGREEMENT" has the meaning set forth in Section
9.06(F)(i).

                  "DESIGNATED LENDER" means, with respect to each Designating
Lender, each Eligible Designee designated by such Designating Lender pursuant to
Section 9.06(F).

                  "DESIGNATING LENDER" means, with respect to each Designated
Lender, the Bank that designated such Designated Lender pursuant to Section
9.06(F).

                  "DISCLOSED LITIGATION" is defined in the definition of
"Material Adverse Change".

                  "DOCUMENTATION AGENT" shall mean the Documentation Agents
named in the first paragraph of this Agreement.

                                       4              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  "DOLLARS" and "$" shall mean the lawful currency of the United
States of America.

                  "DOMESTIC BUSINESS DAY" means any day on which banks generally
are open in New York, Detroit and Chicago for the conduct of substantially all
of their commercial lending activities and interbank wire transfers can be made
on the Fedwire system.

                  "DOMESTIC LENDING OFFICE" means, as to each Bank, its office
located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending Office)
or such other office as such Bank may hereafter designate as its Domestic
Lending Office by notice to the Company and the Agent.

                  "DOMESTIC SUBSIDIARY" means a Subsidiary which is incorporated
under the laws of the United States of America or any state thereof.

                  "ELIGIBLE DESIGNEE" means a special purpose corporation,
partnership, limited partnership or limited liability company that is
administered or sponsored by a Bank or an Affiliate of a Bank and (i) is
organized under the laws of the United States or any state thereof, (ii) is
engaged primarily in making, purchasing or otherwise investing in commercial
loans in the ordinary course of its business and (iii) issues (or the parent of
which issues) commercial paper rated at least A-1 or the equivalent thereof by
S&P or P-1 or the equivalent thereof by Moody's.

                  "ENVIRONMENTAL LAWS" means any and all federal, state and
local statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
the environment, the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes into
the environment including, without limitation, ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes or the clean-up or other
remediation thereof.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

                  "ERISA GROUP" means the Company, any Subsidiary and all
members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together with the
Company or any Subsidiary, are treated as a single employer under Section 414 of
the Internal Revenue Code.

                  "EURODOLLAR BORROWING" is defined in Section 1.03.

                  "EURODOLLAR BUSINESS DAY" means any Domestic Business Day on
which commercial banks are open for international business (including dealings
in dollar deposits) in London.

                                       5              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  "EURODOLLAR LENDING OFFICE" means, as to each Bank, its
office, branch or affiliate located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative Questionnaire
as its Eurodollar Lending Office) or such other office, branch or affiliate of
such Bank as it may hereafter designate as its Eurodollar Lending Office by
notice to the Company and the Agent.

                  "EURODOLLAR LOAN" means a Loan to be made by a Bank which is
to bear interest at the Eurodollar Rate in accordance with the applicable Notice
of Borrowing.

                  "EURODOLLAR MARGIN" means a rate per annum determined in
accordance with the Pricing Schedule.

                  "EURODOLLAR RATE" means, with respect to a Eurodollar Loan for
the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar
Reference Rate applicable to such Interest Period, divided by (b) one minus the
Eurodollar Reserve Percentage, plus (ii) the Eurodollar Margin.

                  "EURODOLLAR REFERENCE RATE" means, with respect to a
Eurodollar Loan for the relevant Interest Period, the applicable British
Bankers' Association Interest Settlement Rate for deposits in Dollars appearing
on Reuters Screen FRBD as of 11:00 a.m. (London time) two Eurodollar Business
Days prior to the first day of such Interest Period, and having a maturity equal
to such Interest Period, provided that, (i) if Reuters Screen FRBD is not
available to the Agent for any reason, the applicable Eurodollar Reference Rate
for the relevant Interest Period shall instead be the applicable British
Bankers' Association Interest Settlement Rate for deposits in Dollars as
reported by any other generally recognized financial information service as of
11:00 a.m. (London time) two Eurodollar Business Days prior to the first day of
such Interest Period, and having a maturity equal to such Interest Period, and
(ii) if no such British Bankers' Association Interest Settlement Rate is
available, the applicable Eurodollar Reference Rate for the relevant Interest
Period shall instead be the rate determined by the Agent to be the rate at which
Bank One offers to place deposits in Dollars with first-class banks in the
London interbank market at approximately 11:00 a.m. (London time) two Eurodollar
Business Days prior to the first day of such Interest Period, in the approximate
amount of Bank One's relevant Eurodollar Loan and having a maturity equal to
such Interest Period.

                  "EURODOLLAR RESERVE PERCENTAGE" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding five billion
dollars in respect of "Eurodollar liabilities" (or in respect of any other
category of liabilities which includes deposits by reference to which the
interest rate on Eurodollar Loans is determined or any category of extensions of
credit or other assets which includes loans by a non-United States office of any
Bank to United States residents).

                  "EVENT OF DEFAULT" has the meaning set forth in Section 6.01.

                  "EXISTING CREDIT AGREEMENT" means that certain Amended and
Restated 364-Day Revolving Credit Agreement entered into as of November 2, 2001
among the Borrowers,

                                       6              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

the banks parties thereto and Bank One, NA, as administrative agent, as amended
or otherwise modified as of the date hereof.

                  "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the
interest rate per annum (rounded upward, if necessary, to the nearest 1/100th of
1%) equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Domestic Business Day next succeeding such day, provided that (i) if such
day is not a Domestic Business Day, the Federal Funds Effective Rate for such
day shall be such rate on such transactions on the next preceding Domestic
Business Day as so published on the next succeeding Domestic Business Day, and
(ii) if no such rate is so published on such next succeeding Domestic Business
Day, the Federal Funds Effective Rate for such day shall be the average rate
quoted to Bank One from three Federal funds brokers of recognized standing
selected it on such day on such transactions as determined by the Agent in its
sole discretion.

                  "FISCAL QUARTER" means a fiscal quarter of the Company.

                  "FISCAL YEAR" means a fiscal year of the Company.

                  "5-YEAR REVOLVING CREDIT AGREEMENT" means that certain Amended
and Restated 5-Year Revolving Credit Agreement, dated as of November 8, 2002
among the Borrowers, Bank One, NA, as Administrative Agent and the financial
institutions from time to time parties thereto as lenders, as the same may be
amended, restated, supplemented, renewed, extended, refinanced or otherwise
modified from time to time.

                  "FLOATING RATE" means, for any day, a rate per annum equal to
the higher of (i) the Prime Rate for such day and (ii) the Federal Funds
Effective Rate plus 1/2% per annum for such day.

                  "FLOATING RATE LOAN" means a Loan to be made by a Bank which
is to bear interest at the Floating Rate in accordance with the applicable
Notice of Borrowing or otherwise pursuant to this Agreement.

                  "FOREIGN EMPLOYEE BENEFIT PLAN" means any employee benefit
plan as defined in Section 3(3) of ERISA which is maintained or contributed to
for the benefit of the employees of the Company, and of its Subsidiaries or any
members of its ERISA Group and is not covered by ERISA pursuant to ERISA Section
4(b)(4).

                  "FOREIGN PENSION PLAN" means any employee pension plan as
described in Section 3(2) of ERISA for which any member of the ERISA Group is a
sponsor or administrator and which (i) is maintained or contributed to for the
benefit of employees of the Company, and of its Subsidiaries or any member of
its ERISA Group, (ii) is not covered by ERISA pursuant to Section 4(b)(4) of
ERISA, and (iii) under applicable local law or terms of such Foreign Pension
Plan, is required to be funded through a trust.

                  "GUARANTEED OBLIGATIONS" has the meaning set forth in Section
10.01(A).

                                       7              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  "HIGH QUALITY INVESTMENT" means any investment in (i) direct
obligations of the United States of America or any agency thereof, or
obligations guaranteed by the United States of America or any agency thereof,
(ii) commercial paper rated at least A- 1 by S&P and at least P- 1 by Moody's or
(iii) time deposits with, including certificates of deposit issued by, any Bank
which was a party to this Agreement on the Closing Date or any office located in
the United States of America of any bank or trust company which is organized
under the laws of the United States of America or any State thereof and has
capital, surplus and undivided profits aggregating at least $500,000,000;
provided in each case that such investment matures within six months from the
date of acquisition thereof by the Company or a Subsidiary.

                  "INTERCOMPANY INDEBTEDNESS" has the meaning set forth in
Section 10.07.

                  "INTEREST PERIOD" means:

                  (A)      with respect to each Eurodollar Borrowing, the period
         commencing on the date of such Borrowing and ending one, two, three or
         six months thereafter (or such longer or shorter period requested by
         the Borrower and acceptable to all of the Banks), as the Borrower may
         elect in the applicable Notice of Borrowing; provided that:

                           (i)      any Interest Period which would otherwise
                  end on a day which is not a Eurodollar Business Day shall be
                  extended to the next succeeding Eurodollar Business Day unless
                  such Eurodollar Business Day falls in another calendar month,
                  in which case such Interest Period shall end on the next
                  preceding Eurodollar Business Day,

                           (ii)     any Interest Period which begins on the last
                  Eurodollar Business Day of a calendar month (or on a day for
                  which there is no numerically corresponding day in the
                  calendar month at the end of such Interest Period) shall end
                  on the last Eurodollar Business Day of a calendar month,

                           (iii)    prior to the Commitment Termination Date, no
                  Borrower may select an Interest Period that ends after the
                  earlier of (a) the Revolving Loan Termination Date and (b) the
                  Conversion Date, and

                           (iv)     from and after the Conversion Date, no
                  Borrower may select an Interest Period that ends after the
                  Converted Loan Termination Date,

                  (B)      with respect to each Floating Rate Borrowing, the
         period commencing on the date of such Borrowing and ending 90 days
         thereafter or other mutually agreeable period acceptable between Agent
         and the Borrower; provided that:

                           (i)      any Interest Period which would otherwise
                  end on a day which is not a Domestic Business Day shall be
                  extended to the next succeeding Domestic Business Day; and

                                       8              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                           (ii)     any Interest Period applicable prior to the
                  occurrence of the Commitment Termination Date which would
                  otherwise end after the Commitment Termination Date shall end
                  on the Commitment Termination Date, and

                           (iii)    any Interest Period applicable after the
                  Conversion Date but prior to the occurrence of the Converted
                  Loan Termination Date which would otherwise end after the
                  Converted Loan Termination Date shall end on the Converted
                  Loan Termination Date.

                  "LENDING INSTALLATION" means, with respect to a Bank or the
Agent, the office, branch, subsidiary or affiliate of such Bank or the Agent
with respect to Floating Rate Loans or Eurodollar Loans listed on the
administrative information sheets provided to the Agent in connection herewith
or otherwise selected by such Bank or the Agent pursuant to Section 2.15.

                  "LIEN" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or similar encumbrance of any kind in respect
of such asset; provided that a subordination agreement shall not be deemed to
create a Lien. For the purposes of this Agreement, the Company or any
Consolidated Subsidiary shall be deemed to own subject to a Lien any asset which
it has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other similar title retention
agreement relating to such asset.

                  "LITIGATION CHARGE" is defined in the definition of "Material
Adverse Change".

                  "LITIGATION DEVELOPMENT" is defined in the definition of
"Material Adverse Change".

                  "LITIGATION LIABILITY" is defined in the definition of
"Material Adverse Change".

                  "LOAN" means a loan made by a Bank pursuant to Section 2.01.

                  "MASCO EUROPE" means Masco Europe, S.a.r.l., a wholly-owned
Subsidiary of the Company organized under the laws of the Grand
Duchy of Luxembourg, and its successors.

                  "MATERIAL ADVERSE CHANGE" means a material adverse change in
the business, condition (financial or otherwise), operations, performance,
properties or prospects of the Company and its Subsidiaries, considered as a
whole, from December 31, 2001, as reflected in the financial statements referred
to in Section 4.04(A); it being understood that the events and developments
relating to litigation initiated in the State of Washington or any other
jurisdiction against the Company and/or Behr in connection with Behr's wood
coating products, as more particularly described in the statements on Form 8-K
filed by the Company with the Securities and Exchange Commission on each of
September 18, 2002, September 19, 2002, October 4, 2002 and October 29, 2002
(the "Disclosed Litigation"), shall not constitute a Material Adverse Change
unless and until:

                  (a)      one of the following events shall have occurred (in
         each case, a "Litigation Development"):

                                       9              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  (x)      adjudication or settlement of final liability in any
                           case or group of cases in which Behr, the Company or
                           any of their Subsidiaries is ordered to pay or is
                           bound by one or more agreements to pay an amount (the
                           aggregate amount of such payment, or the maximum
                           amount if the amount is provided in a range, except
                           to the extent covered by insurance for which the
                           applicable insurer has not disclaimed liability, the
                           "Litigation Liability"); or

                  (y)      the Company has elected to (or the Securities and
                           Exchange Commission, the Financial Standards
                           Accounting Board or any other governmental,
                           quasi-governmental or regulatory authority requires
                           the Company to) take a charge against earnings in
                           connection with the Disclosed Litigation (a
                           "Litigation Charge"); and

                  (b)      within five (5) Domestic Business Days after any
         Litigation Liability arises, or on or before the date on which any
         Litigation Charge is taken, as the case may be, the Company has failed
         to demonstrate to the satisfaction of the Administrative Agent in a Pro
         Forma Compliance Certificate from its chief financial officer or
         treasurer, after giving effect to such Litigation Liability or
         Litigation Charge and the incurrence of any indebtedness or the
         issuance of any equity in connection therewith, compliance with the
         financial covenants set forth in Sections 5.02 through 5.04 on a pro
         forma basis as if the Litigation Liability or the obligation to take
         the Litigation Charge (and any related indebtedness or equity issuance)
         arose on the last day of the immediately preceding fiscal quarter for
         which unaudited or audited financial statements are then available;
         provided, however, that once the Company has delivered a Pro Forma
         Compliance Certificate in connection with any Litigation Development
         (including the Pro Forma Compliance Certificate delivered on the
         Closing Date), the Company may continue to rely on such Pro Forma
         Compliance Certificate unless and until a subsequent Litigation
         Liability or Litigation Charge arises that increases the aggregate
         amount of Litigation Liabilities or Litigation Charges from those
         reflected in such Pro Forma Compliance Certificate.

                  "MATERIAL DEBT" means Debt (other than the Loans) of the
Company and/or one or more of its Subsidiaries, arising (i) in one or more
related or unrelated transactions, in an aggregate outstanding principal amount
exceeding $50,000,000 or (ii) under the 5-Year Revolving Credit Agreement.

                  "MATERIAL FOREIGN PENSION PLAN" has the meaning set forth in
Section 6.01(I).

                  "MATERIAL PLAN" has the meaning set forth in Section 6.01(I).

                  "MOODY'S" has the meaning set forth in the Pricing Schedule.

                  "MULTIEMPLOYER PLAN" means at any time an employee pension
benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any
member of the ERISA Group is then making or, pursuant to an applicable
collective bargaining agreement, accruing an obligation to make contributions or
has within the preceding five plan years made contributions,

                                       10             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

including for these purposes any Person which ceased to be a member of the ERISA
Group during such five year period.

                  "NOTES" means any promissory notes of the Borrowers,
substantially in the form of Exhibit A hereto, evidencing the obligation of the
Borrowers to repay the Loans, and "Note" means any one of such promissory notes
issued hereunder.

                  "NOTICE OF BORROWING" is defined in Section 2.02.

                  "NOTICE TO CONVERT" is defined in Section 2.08(C).

                  "PARENT" means, with respect to any Bank, any Person
controlling such Bank.

                  "PARTICIPANT" has the meaning set forth in Section 9.06(B).

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

                  "PERSON" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

                  "PLAN" means at any time an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Internal
Revenue Code and either (i) is maintained, or contributed to, by any member of
the ERISA Group for employees of any member of the ERISA Group or (ii) has at
any time within the preceding five years been maintained, or contributed to, by
any Person which was at such time a member of the ERISA Group for employees of
any Person which was at such time a member of the ERISA Group.

                  "PRICING SCHEDULE" means the Pricing Schedule attached hereto.

                  "PRIME RATE" means a rate per annum equal to the prime rate of
interest announced from time to time by Bank One or its Parent (which is not
necessarily the lowest rate charged to any customer), changing when and as said
prime rate changes.

                  "PRIOR PLAN" means at any time (i) any Plan which at such time
is no longer maintained or contributed to by any member of the ERISA Group or
(ii) any Multiemployer Plan to which no member of the ERISA Group is at such
time any longer making contributions or, pursuant to an applicable collective
bargaining agreement, accruing an obligation to make contributions.

                  "PRO FORMA COMPLIANCE CERTIFICATE" is defined in Section
5.01(C).

                  "REFUNDING BORROWING" means a Borrowing which, after
application of the proceeds thereof, results in no net increase in the aggregate
outstanding principal amount of the Loans made by any Bank.

                                       11             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  "REGULATION U" means Regulation U of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

                  "REQUIRED BANKS" means at any time Banks having more than 50%
of the aggregate amount of the Commitments or, if the Commitments shall have
terminated, holding more than 50% of the aggregate unpaid principal amount of
the Loans.

                  "REPLACEMENT BANK" has the meaning set forth in Section 8.05.

                  "REVOLVING LOAN TERMINATION DATE" means November 7, 2003.

                  "S&P" has the meaning set forth in the Pricing Schedule.

                  "SIGNIFICANT SUBSIDIARIES" means any of Masco Europe or any
one or more Subsidiaries which, if considered in the aggregate as a single
Subsidiary, would be a "significant subsidiary" as defined in Rule 1-02 of
Regulation S-X under the Securities Exchange Act of 1934. For purposes of this
Agreement, a type of event shall not be deemed to have occurred with respect to
Significant Subsidiaries unless such type of event has occurred with respect to
each of the Subsidiaries required to be included to constitute "Significant
Subsidiaries" as defined in the preceding sentence.

                  "SUBSIDIARY" means any corporation or other entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time owned by the Company or by the Company and one or more
Subsidiaries or by one or more Subsidiaries.

                  "SYNDICATION AGENT" shall mean the Syndication Agent named in
the first paragraph of this Agreement.

                  "UNFUNDED LIABILITIES" means, with respect to any Plan at any
time, the amount (if any) by which (i) the value of all benefit liabilities
under such Plan, determined on a plan termination basis using the assumptions
prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the
fair market value of all Plan assets allocable to such liabilities under Title
IV of ERISA (excluding any accrued but unpaid contributions), all determined as
of the then most recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of a member of the ERISA Group
to the PBGC or any other Person under Title IV of ERISA.

                  "WHOLLY-OWNED SUBSIDIARY" of a Person means (i) any Subsidiary
all of the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

                                       12             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  SECTION 1.02. Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with generally accepted accounting principles as in effect from time
to time, applied on a basis consistent (except for changes concurred in by the
Company's independent public accountants) with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries delivered to the Banks; provided that, if the Company notifies the
Agent (and the Agent shall promptly notify each Bank of the contents of any such
notice) that the Company wishes to amend any covenant in Article V to eliminate
the effect of any change in generally accepted accounting principles on the
operation of such covenant (or if the Agent notifies the Company that the
Required Banks wish to amend Article V for such purpose), then the Company's
compliance with such covenant shall be determined on the basis of generally
accepted accounting principles in effect immediately before the relevant change
in generally accepted accounting principles became effective, until either such
notice is withdrawn or such covenant is amended in a manner satisfactory to the
Company and the Required Banks.

                  SECTION 1.03. Types of Borrowings. The term "Borrowing"
denotes the aggregation of Loans of one or more Banks to be made to a Borrower
pursuant to Article II on a single date and for a single Interest Period.
Borrowings are classified for purposes of this Agreement as "types" of
Borrowings either by reference to the pricing of the Loans comprising such
Borrowing (e.g., a "Eurodollar Borrowing" is a Borrowing comprised of Eurodollar
Loans) or by reference to the provisions of Article II under which participation
therein is determined (e.g., a "Borrowing" is a Borrowing under Section 2.01 in
which all Banks participate in proportion to their Commitments).

                            ARTICLE II: THE CREDITS

                  SECTION 2.01. Borrowings. Each Bank severally agrees, on the
terms and conditions set forth in this Agreement, to make loans to the Company
or Masco Europe in Dollars pursuant to this Section 2.01 from time to time on
and after the Closing Date to but excluding the Commitment Termination Date;
provided that the aggregate principal amount of the Loans made by such Bank at
any one time outstanding shall not exceed the amount of its Commitment at that
time. Each Borrowing under this Section 2.01 shall be in an aggregate principal
amount of $10,000,000 or any larger multiple of $1,000,000 and shall be made
from the several Banks ratably in proportion to their respective Commitments.
Within the foregoing limits, the Borrowers may borrow under this Section, repay,
or to the extent permitted by Section 2.10, prepay Loans and reborrow at any
time under this Section (it being understood and agreed that MASCO Europe shall
be liable only to repay the Loans made to Masco Europe). Amounts repaid pursuant
to Section 8.02 shall not be reborrowed except as provided therein.

                  SECTION 2.02. Notice of Borrowing. Each Borrower shall give
the Agent notice substantially in the form of Exhibit D (a "Notice of
Borrowing") not later than 10:00 a.m. (Detroit time) on (x) the date of each
Floating Rate Borrowing, (y) the third Eurodollar Business Day before each
Eurodollar Borrowing to the Company, and (z) the fifth Eurodollar Business Day
before each Eurodollar Borrowing to Masco Europe, specifying:

                                       13             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  (A)      the date of such Borrowing, which shall be a Domestic
         Business Day in the case of a Domestic Borrowing or a Eurodollar
         Business Day in the case of a Eurodollar Borrowing,

                  (B)      the aggregate amount of such Borrowing,

                  (C)      whether the Loans comprising such Borrowing are to be
         Floating Rate Loans or Eurodollar Loans, and

                  (D)      in the case of a Eurodollar Borrowing, the duration
         of the Interest Period applicable thereto, subject to the provisions of
         the definition of Interest Period.

                  SECTION 2.03. Notice to Banks; Funding of Loans.

                  (A)      Upon receipt of a Notice of Borrowing, the Agent
         shall promptly notify each Bank of the contents thereof and of such
         Bank's share (if any) of such Borrowing and such Notice of Borrowing
         shall not thereafter be revocable by the Borrower.

                  (B)      Not later than 12:00 Noon (Detroit time) on the date
         of each Borrowing, and not later than 12:00 Noon (London time) on the
         date of each Borrowing requested by Masco Europe, each Bank
         participating therein shall (except as provided in subsection (C) of
         this Section) make available its share of such Borrowing, in Federal or
         other funds immediately available in Detroit or London, as the case may
         be, to the Agent at its relevant address referred to in Section 9.01 or
         otherwise specified in writing by the Agent to the Banks. Unless the
         Agent determines that any applicable condition specified in Article III
         has not been satisfied, the Agent will make the funds so received from
         the Banks available to the Company at the Agent's aforesaid address in
         the United States or, to Masco Europe by wire transfer in immediately
         available funds to Masco Europe's account maintained at Bank One in
         London, as applicable.

                  (C)      If any Bank makes a new Loan hereunder on a day on
         which the Borrower requesting such Loan is to repay all or any part of
         an outstanding Loan from such Bank, such Bank shall apply the proceeds
         of its new Loan to make such repayment and only an amount equal to the
         difference (if any) between the amount being borrowed and the amount
         being repaid shall be made available by such Bank to the Agent as
         provided in subsection (B) of this Section, or remitted by such
         Borrower to the Agent as provided in Section 2.11, as the case may be.

                  (D)      Unless the Agent shall have received notice from a
         Bank prior to the time of any Borrowing that such Bank will not make
         available to the Agent such Bank's share of such Borrowing, the Agent
         may assume that such Bank has made such share available to the Agent on
         the date of such Borrowing in accordance with subsections (B) and (C)
         of this Section and the Agent may, in reliance upon such assumption,
         make available to the relevant Borrower on such date a corresponding
         amount. If and to the extent that such Bank shall not have so made such
         share available to the Agent, such Bank and the relevant Borrower
         severally agree to repay to the Agent forthwith on demand such
         corresponding amount together with interest thereon, for each day from
         the date such amount is made available to such Borrower until the date
         such amount is repaid to the

                                       14             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         Agent, at (i) in the case of the Borrower, a rate per annum equal to
         the higher of the Federal Funds Effective Rate and the interest rate
         applicable thereto pursuant to Section 2.06 and (ii) in the case of
         such Bank, the Federal Funds Effective Rate. If such Bank shall repay
         to the Agent such corresponding amount, such amount so repaid shall
         constitute such Bank's Loan included in such Borrowing for purposes of
         this Agreement. Nothing in this Section 2.03(D) shall relieve such Bank
         or any other Bank of its obligation to make its share of each Borrowing
         available to the Agent in accordance with the terms of this Agreement.

                  (E)      Floating Rate Loans shall continue as Floating Rate
         Loans unless and until such Floating Rate Loans are converted into
         Eurodollar Loans pursuant to this Section 2.03(E) or are repaid in
         accordance with Section 2.10. Each Eurodollar Loan shall continue as a
         Eurodollar Loan until the end of the then applicable Interest Period
         therefor, at which time, each such Eurodollar Loan shall be
         automatically converted into a Floating Rate Loan unless (x) such
         Eurodollar Loan is or was repaid in accordance with Section 2.10 or (y)
         the relevant Borrower shall have given the Agent a
         Conversion/Continuation Notice (as defined below) requesting that, at
         the end of such Interest Period, such Eurodollar Loan either continue
         as a Eurodollar Loan for the same or another Interest Period or be
         converted into a Floating Rate Loan.

                  Subject to the terms of Section 2.01, the Borrowers may elect
         from time to time to convert all or any part of a Loan of any type into
         any other type or types of Loans denominated in Dollars; provided that
         any conversion of any Eurodollar Loan shall be made on, and only on,
         the last day of the Interest Period applicable thereto; provided,
         however, that from and after the Conversion Date, and only so long as
         no Event of Default shall have occurred and be continuing, the
         Borrowers may elect to convert or continue any Loan at any time,
         subject to Section 2.12. The relevant Borrower shall give the Agent
         irrevocable notice (a "Conversion/Continuation Notice") of each
         conversion or continuation of a Loan not later than 10:00 a.m. (Detroit
         time) at least one Domestic Business Day, in the case of a conversion
         into or continuation of a Floating Rate Loan, three Eurodollar Business
         Days, in the case of a conversion into or continuation by the Company
         of a Eurodollar Loan denominated in Dollars, or five Eurodollar
         Business Days, in the case of a conversion or continuation of any
         Eurodollar Loan by Masco Europe, prior to the date of the requested
         conversion or continuation, specifying:

                                    (a)      the requested date, which shall be
                           a Domestic Business Day or in the case of a
                           conversion into or continuation of a Eurodollar Loan,
                           a Eurodollar Business Day, of such conversion or
                           continuation, and

                                    (b)      the amount and type(s) of Loan(s)
                           into which such Loan is to be converted or continued
                           and, in the case of a conversion into or continuation
                           of a Eurodollar Loan, the duration of the Interest
                           Period applicable thereto.

                                       15             SIDLEY AUSTIN BROWN & WOOD

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                  SECTION 2.04. Noteless Agreement; Evidence of Indebtedness.

                  (A)      Each Bank shall maintain in accordance with its usual
         practice an account or accounts evidencing the indebtedness of each
         Borrower to such Bank resulting from each Loan made by such Bank from
         time to time, including the amounts of principal and interest payable
         and paid to such Bank from time to time hereunder.

                  (B)      The Agent shall also maintain accounts in which it
         will record (a) the amount of each Loan made hereunder, the type
         thereof and the Interest Period with respect thereto, (b) the amount of
         any principal or interest due and payable or to become due and payable
         from each Borrower to each Bank hereunder and (c) the amount of any sum
         received by the Agent hereunder from each Borrower and each Bank's
         share thereof.

                  (C)      The entries maintained in the accounts maintained
         pursuant to paragraphs (A) and (B) above shall be prima facie evidence
         of the existence and amounts of the Loans (including the principal and
         interest owing) therein recorded; provided, however, that the failure
         of the Agent or any Bank to maintain such accounts or any error therein
         shall not in any manner affect the obligation of the Borrower to repay
         the Loans (including the principal and interest owing) in accordance
         with their terms.

                  (D)      Any Bank may request that its Loans be evidenced by a
         Note. In such event, each Borrower requested by such Bank shall
         prepare, execute and deliver to such Bank a Note payable to the order
         of such Bank in substantially the form of Exhibit A. Thereafter, the
         Loans evidenced by such Note and interest thereon shall at all times
         (including after any assignment pursuant to this Agreement) be
         represented by one or more Notes payable to the order of the payee
         named therein or any assignee pursuant to this Agreement, except to the
         extent that any such Bank or assignee subsequently returns any such
         Note for cancellation and requests that such Loans once again be
         evidenced as described in paragraphs (A) and (B) above.

                  SECTION 2.05. Maturity of Loans. Each Loan included in any
Borrowing shall mature, and the principal amount thereof shall be due and
payable, on the last day of the Interest Period applicable to such Borrowing.

                  SECTION 2.06. Interest Rates.

                  (A)      Each Floating Rate Loan shall bear interest on the
         outstanding principal amount thereof, for each day from the date such
         Loan is made until it becomes due, at a rate per annum equal to the
         Floating Rate for such day. Such interest shall be payable for each
         Interest Period on the last day thereof. Any overdue principal of or
         overdue interest on any Floating Rate Loan shall bear interest, payable
         on demand, for each day until paid at a rate per annum equal to the sum
         of 2% plus the Floating Rate for such day.

                  (B)      Each Eurodollar Loan shall bear interest on the
         outstanding principal amount thereof, for each day during the Interest
         Period applicable thereto, at a rate per annum equal to the Eurodollar
         Rate. Such interest shall be payable for each Interest Period on the
         last day thereof and, if such Interest Period is longer than three
         months, at intervals of three months after the first day thereof.

                                       16             SIDLEY AUSTIN BROWN & WOOD

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                  (C)      Any overdue principal of or interest on any
         Eurodollar Loan shall bear interest, payable on demand, for each day
         from and including the date payment thereof was due to but excluding
         the date of actual payment, at a rate per annum equal to the sum of 2%
         plus the higher of (i) the Eurodollar Rate applicable to such Loan
         prior to its maturity and (ii) the Eurodollar Rate which would be
         applicable to a Eurodollar Loan to the relevant Borrower hereunder made
         on such date for a period of one day (or, if such amount due remains
         unpaid more than three Eurodollar Business Days, then for such other
         period of time not longer than six months as the Agent may elect, or,
         if the circumstances described in Section 8.01 shall exist, at a rate
         per annum equal to the sum of 2% plus the Floating Rate for such day).

                  (D)      The Agent shall determine each interest rate
         applicable to the Loans hereunder. The Agent shall give prompt notice
         to the relevant Borrowers and the participating Banks by telex, cable
         or facsimile of each rate of interest so determined, and its
         determination thereof shall be conclusive in the absence of manifest
         error (provided that the determination of such amount or amounts is
         made on a reasonable basis).

                  SECTION 2.07. Facility Fees and Utilization Fees.

                  (A)      The Company shall pay to the Agent, for the account
         of the Banks ratably in proportion to their Commitments, a facility fee
         calculated for each day at the facility fee rate for such day
         determined in accordance with the Pricing Schedule. Such facility fee
         shall accrue for each day (i) from and including the Closing Date to
         but excluding the Commitment Termination Date (or earlier date of
         termination of the Commitments in their entirety), on the Aggregate
         Commitment (whether used or unused) in effect on such day and (ii) from
         and including such date of termination of the Commitments to but
         excluding the date the Loans shall be repaid in their entirety, on the
         aggregate principal amount of the Loans outstanding on such day.

                  (B)      Prior to the earlier of (a) the date of termination
         of the "Commitments" and the repayment in full in cash of all of the
         "Loans" and "L/C Obligations" under (and as such terms are defined in)
         the 5-Year Revolving Credit Agreement and (b) the Conversion Date, for
         each day on which the sum of (x) the aggregate principal amount of
         outstanding Loans hereunder plus (y) the aggregate principal
         amount of outstanding "Loans" and "L/C Obligations" under (and as
         defined in) the 5-Year Revolving Credit Agreement exceeds 33% of the
         sum of (i) the Aggregate Commitment hereunder plus (ii) the "Aggregate
         Commitment" under (and as defined in) the 5-Year Revolving Credit
         Agreement, a utilization fee at the applicable per annum rate set forth
         on the Pricing Schedule will accrue on the aggregate principal amount
         of outstanding Loans for the ratable benefit of the Banks. During the
         period from and after the date of termination of the "Commitments" and
         the repayment in full in cash of all of the "Loans" and "L/C
         Obligations" under (and as such terms are defined in) the 5-Year
         Revolving Credit Agreement, but prior to the Commitment Termination
         Date, for each day on which the aggregate principal amount of
         outstanding Loans exceeds 33% of the Aggregate Commitment, a
         utilization fee at the applicable per annum rate set forth

                                       17             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         on the Pricing Schedule will accrue on the aggregate principal amount
         of the Loans. From and after the Commitment Termination Date a
         utilization fee at the applicable per annum rate set forth on the
         Pricing Schedule will accrue on the aggregate principal amount of all
         outstanding Loans for the ratable benefit of the Banks (it being
         understood that if the Commitment Termination Date is caused by a
         termination in whole of the Aggregate Commitment on the Conversion Date
         pursuant to Section 2.08, then from and after the Conversion Date, a
         premium of 0.25% shall apply to the aggregate principal amount of all
         outstanding Loans, as more specifically described in the Pricing
         Schedule).

                  (C)      Fees accrued under this Section shall be payable
         quarterly in arrears on the date fifteen days after the last day of
         each March, June, September and December, whether occurring prior to or
         after the Conversion Date, and upon the termination of the Commitments
         in their entirety (and, if later, the date the Loans shall be repaid in
         their entirety).

                  SECTION 2.08. Optional Termination or Reduction of
Commitments; Conversion to Term Loan.

                  (A)      The Company may, upon at least three Eurodollar
         Business Days' notice to the Agent, (i) terminate the Commitments at
         any time, if no Loans are outstanding at such time, or (ii) ratably
         reduce from time to time by an aggregate amount of $10,000,000 or any
         larger multiple of $1,000,000, the aggregate amount of the Commitments
         in excess of the aggregate outstanding principal amount of the Loans.

                  (B)      Upon receipt of a notice of termination or reduction
         pursuant to this Section, the Agent shall promptly notify each Bank of
         the contents thereof and of the new amount (if any) of such Bank's
         Commitment and such notice shall not thereafter be revocable by the
         Company.

                  (C)      From and after the Closing Date to and including the
         Commitment Termination Date, at the Company's option upon written
         notice (a "Notice to Convert") to the Agent (who shall promptly notify
         each of the Banks), the Company, on behalf of itself and Masco Europe,
         may convert the then outstanding aggregate principal amount of the
         Borrowings hereunder to a term loan. The Notice to Convert shall (i)
         expressly state the date on which such conversion shall occur (such
         date being the "Conversion Date"), which date shall be a Domestic
         Business Day occurring on or before the Commitment Termination Date,
         (ii) be irrevocable once given and (iii) constitute a representation
         and warranty by the Company that the conditions contained in Section
         3.02 have been satisfied as of the date of such Notice to Convert and
         as of the Conversion Date. Upon delivery of such Notice to
         Convert, (i) the Borrowers' option to borrow and reborrow Revolving
         Loans hereunder, shall terminate, (ii) the Aggregate Commitment shall
         be reduced to zero, and (iii) the outstanding principal balance of all
         Loans hereunder shall be due and payable on the earlier of (a) the
         Converted Loan Termination Date and (b) the date on which all Loans
         shall become due and payable under Article VI.

                  SECTION 2.09. Mandatory Termination of Commitments. The
Commitments shall terminate on the Commitment Termination Date, and any Loans
then outstanding (together with accrued interest thereon) shall be due and
payable on such date, unless the Borrowers shall have elected to convert the
Loans to a term loan in accordance with the provisions of Section

                                       18             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

2.08(C), in which case any Loans (together with all accrued interest thereon)
shall be due and payable on the Converted Loan Termination Date (or such earlier
date as the Loans shall become due and payable pursuant to Article VI).

                  SECTION 2.10. Prepayments.

                  (A)      The Borrowers (i) may prepay any Floating Rate
         Borrowing at any time without penalty on the same day or (ii) upon at
         least five Eurodollar Business Days' notice to the Agent, subject to
         Section 2.12, prepay any Eurodollar Borrowing, in whole at any time, or
         from time to time in part in amounts aggregating $10,000,000 or any
         larger multiple of $1,000,000, by paying the principal amount to be
         prepaid together with accrued interest thereon to the date of
         prepayment. Each such optional prepayment shall be applied to prepay
         ratably the Loans of the several Banks included in such Borrowing.

                  (B)      Upon receipt of a notice of prepayment pursuant to
         this Section, the Agent shall promptly notify each Bank of the contents
         thereof and of such Bank's ratable share (if any) of such prepayment
         and such notice shall not thereafter be revocable by the Borrower.

                  SECTION 2.11. General Provisions as to Payments.

                  (A)      The Borrowers shall make each payment of principal
         of, and interest on, the Loans and of fees hereunder, not later than
         1:00 p.m. (local time) in Dollars on the date when due to the Agent at
         its address referred to in Section 9.01 or at any other Lending
         Installation of the Agent with respect to such obligation as specified
         in writing by the Agent to the Borrowers. Whenever any payment of
         principal of, or interest on, the Floating Rate Loans or of fees shall
         be due on a day which is not a Domestic Business Day, the date for
         payment thereof shall be extended to the next succeeding Domestic
         Business Day. Whenever any payment of principal of, or interest on, the
         Eurodollar Loans shall be due on a day which is not a Eurodollar
         Business Day, the date for payment thereof shall be extended to the
         next succeeding Eurodollar Business Day unless such Eurodollar Business
         Day falls in another calendar month, in which case the date for payment
         thereof shall be the next preceding Eurodollar Business Day. If the
         date for any payment of principal is extended by operation of law or
         otherwise, interest thereon shall be payable for such extended time.

                  (B)      Unless the Agent shall have received notice from the
         relevant Borrower prior to the date on which any payment is due to the
         Banks hereunder that such Borrower will not make such payment in full,
         the Agent may assume that such Borrower has made such payment in full
         to the Agent on such date and the Agent may, in reliance upon such
         assumption, cause to be distributed to each Bank on such due date an
         amount equal to the amount then due such Bank. If and to the extent
         that such Borrower shall not have so made such payment, each Bank shall
         repay to the Agent forthwith on demand such amount distributed to such
         Bank together with interest thereon, for each day from the date such
         amount is distributed to such Bank until the date such Bank repays such
         amount to the Agent, at the Federal Funds Rate for the first three days
         and at the Floating Rate thereafter.

                                       19             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  (C)      Each Loan shall be repaid and each payment of
         interest thereon shall be paid in Dollars. All payments required to be
         made by the Borrowers hereunder will be made in immediately available
         funds and shall be applied ratably by the Agent among the Banks. Each
         payment delivered to the Agent for the account of any Bank shall be
         delivered promptly by the Agent to such Bank in the same type of funds
         that the Agent received at its address specified pursuant to Section
         9.01 or at any Lending Installation specified in a notice
         received by the Agent from such Bank. The Agent is hereby authorized to
         charge any account of the relevant Borrower designated by such Borrower
         as the account from which payments are to be made and maintained with
         Bank One or any of its affiliates for each payment of principal,
         interest and fees as it becomes due hereunder.

                  (D)      Subject to Section 2.14, all payments of principal of
         and interest on the Loans and other amounts payable by the Borrowers to
         any Bank hereunder shall be made by the Borrowers without setoff,
         deduction or counterclaim and, subject to the next succeeding sentence,
         free and clear of, and without deduction or withholding for, or on
         account of, any present or future taxes, levies, imposts, duties, fees,
         assessments, or other charges of whatever nature, imposed by any
         governmental authority, or by any department, agency or other political
         subdivision or taxing authority. Subject to Section 2.14, if any
         such taxes, levies, imposts, duties, fees, assessments or
         other charges are imposed, the relevant Borrower will pay such
         additional amounts as may be necessary so that payment of principal of
         and interest on the Loans and other amounts payable hereunder, after
         withholding or deduction for or on account thereof, will not be less
         than any amount provided to be paid hereunder.

                  SECTION 2.12. Funding Losses. If any Borrower makes any
payment of principal with respect to any Eurodollar Loan (pursuant to Section
2.05, Section 2.10, Article VI, Article VIII or otherwise) on any day other than
the last day of the Interest Period applicable thereto, or if any Borrower fails
to borrow any Eurodollar Loan after notice has been given to any Bank in
accordance with Section 2.03(A) or if any Borrower fails to prepay any
Eurodollar Loan after notice has been given to any Bank in accordance with
Section 2.10(B), such Borrower shall reimburse each Bank within 15 days after
demand for any resulting loss or expense incurred by it (or by an existing or
prospective Participant in the related Loan), including (without limitation) any
loss incurred in obtaining, liquidating or employing deposits from third
parties, but excluding loss of margin for the period after any such payment or
failure to borrow, provided that such Bank shall have delivered to such Borrower
a certificate as to the amount of such loss or expense, which certificate shall
be conclusive in the absence of manifest error, provided that the determination
of such loss or expense is made on a reasonable basis.

                  SECTION 2.13. Computation of Interest and Fees. Interest on
Floating Rate Loans based on the Prime Rate paid for the actual number of days
elapsed (including the first day but excluding the last day). All other interest
and fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

                  SECTION 2.14. Withholding Tax Exemption.

                                       20             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  (A)      At least five Domestic Business Days prior to the
         first date on which interest or fees are payable hereunder for the
         account of any Bank, each Bank that is not incorporated under the laws
         of the United States of America or a state thereof agrees that it will
         deliver to each of the Company and the Agent two duly completed copies
         of United States Internal Revenue Service Form W-8BEN or W-8ECI and any
         additional forms necessary for claiming complete exemption from United
         States withholding taxes (or any successor or substitute forms),
         certifying in either case that such Bank is entitled to receive
         payments under this Agreement and the Loans without deduction or
         withholding of any United States federal income taxes. Each Bank which
         so delivers a Form W-8BEN or W-8ECI and any additional forms necessary
         for claiming complete exemption from United States withholding taxes
         (or any successor or substitute forms) further undertakes to deliver to
         each of the Company and the Agent two additional copies of such forms
         (or any successor or substitute forms) on or before the date that such
         form expires or becomes obsolete or after the occurrence of any event
         requiring a change in the most recent form so delivered by it, and such
         amendments thereto or extensions or renewals thereof as may be
         reasonably requested by the Company or the Agent to the extent it may
         lawfully do so, in each case certifying that such Bank is entitled to
         receive payments under this Agreement and the Loans without deduction
         or withholding of any United States federal income taxes, unless an
         event (including without limitation any change in treaty, law or
         regulation) has occurred prior to the date on which any such delivery
         would otherwise be required which renders all such forms inapplicable
         or which would prevent such Bank from duly completing and delivering
         any such form with respect to it and such Bank advises the Company and
         the Agent that it is not capable of receiving payments without any
         deduction or withholding of United States federal income tax.

                  (B)      For any period with respect to which a Bank has
         failed to provide the Company, the Agent or the relevant Borrower with
         the appropriate form as required by the foregoing subsection (unless
         such failure is due to a change in treaty, law or regulation occurring
         after the date on which such form originally was required to be
         provided), such Bank shall not be entitled to compensation pursuant to
         the last sentence of Section 2.11(D).

                  SECTION 2.15. Lending Installations. Each Bank will book its
Loans at the appropriate Lending Installation listed on the administrative
information sheets provided to the Agent in connection herewith or such other
Lending Installation designated by such Bank in accordance with the penultimate
sentence of this Section 2.15. All terms of this Agreement shall apply to any
such Lending Installation and the Loans and any Notes issued hereunder shall be
deemed held by each Bank for the benefit of any such Lending Installation. Each
Bank may, by written notice to the Agent and the Borrowers in accordance with
Article IX, designate replacement or additional Lending Installations through
which Loans will be made by it and for whose account Loan payments are to be
made. To the extent reasonably possible, each Bank shall designate a Lending
Installation to reduce any liability of a Borrower to such Bank under Article
VIII, so long as such designation is not disadvantageous to such Bank in any
material respect.

                             ARTICLE III: CONDITIONS

                                       21             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  SECTION 3.01. Effectiveness of this Agreement. The Banks shall
not be required to make any Loans hereunder and this Agreement shall not become
effective, unless the Agent shall have received each of the following (with
sufficient copies for the Banks):

                  (A)      duly executed signature pages to this Agreement from
         each of the parties hereto (or, in the case of any party as to which an
         executed counterpart shall not have been received, receipt by the Agent
         in form satisfactory to it of facsimile or other written confirmation
         from such party that it has executed a counterpart hereof);

                  (B)      written opinions of each of (i) John R. Leekley,
         Senior Vice President-General Counsel of the Company, substantially in
         the form of Exhibit B-1 hereto and (ii) Linklaters Loesch, Luxembourg
         counsel of Masco Europe, substantially in the form of Exhibit B-2
         hereto, and, in each case, covering such additional matters relating to
         the transactions contemplated hereby as the Required Banks may
         reasonably request;

                  (C)      receipt by the Agent of a certificate of a duly
         authorized officer of the Company, dated the Closing Date, certifying
         that (i) as of such date no Default shall have occurred and be
         continuing, (ii) as of such date the representations and warranties of
         the Company contained in this Agreement are true in all material
         respects and (iii) as of such date there has been no Material Adverse
         Change;

                  (D)      receipt by the Agent of all documents it reasonably
         requested relating to the existence of the Company and Masco Europe,
         the corporate authority for and the validity of this Agreement and any
         other matters relevant hereto, all in form and substance satisfactory
         to the Agent;

                  (E)      receipt by the Agent of a Pro Forma Compliance
         Certificate prepared by the chief financial officer or treasurer of the
         Company setting forth in reasonable detail the calculations required to
         establish whether, after giving effect to the maximum anticipated
         Litigation Liability and Litigation Charge as of the Closing Date and
         the incurrence of any indebtedness or the issuance of any equity in
         connection therewith, the Company is in compliance with the financial
         covenants set forth in Sections 5.02 through 5.04 on a pro forma basis
         as if such Litigation Development (and any related indebtedness or
         equity issuance) arose on the last day of the fiscal quarter ending
         June 30, 2002;

                  (F)      receipt by the Agent of evidence reasonably
         satisfactory to it that, on or before the Closing Date, all amounts
         outstanding under the Existing Credit Agreement have been paid in full
         and the Existing Credit Agreement has been terminated; and

                  (G)      such other documents, instruments and agreements as
         the Agent may reasonably request.

                  SECTION 3.02. All Borrowings. The obligation of any Bank to
make a Loan on the occasion of any Borrowing is subject to the satisfaction of
the following conditions:

                  (A)      receipt by the Agent of a Notice of Borrowing as
         required by Section 2.02; provided, that until all Litigation
         Liabilities have been substantially reserved for or

                                       22             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         substantially discharged and paid (to the reasonable satisfaction of
         the Administrative Agent), any such Notice of Borrowing submitted by
         any Borrower after any Litigation Development has occurred (other than
         in connection with a Refunding Borrowing) shall be accompanied by a Pro
         Forma Compliance Certificate to the extent that one has not been
         previously been prepared and delivered to the Banks in connection with
         such Litigation Development; provided, however, that once the Company
         has delivered a Pro Forma Compliance Certificate in connection with any
         Litigation Development (including the Pro Forma Compliance Certificate
         delivered on the Closing Date), the Company may continue to rely on
         such Pro Forma Compliance Certificate unless and until a subsequent
         Litigation Liability or Litigation Charge arises that increases the
         aggregate amount of Litigation Liabilities or Litigation Charges from
         those reflected in such Pro Forma Compliance Certificate;

                  (B)      the fact that, immediately after such Borrowing, the
         aggregate outstanding amount of the Loans will not exceed the Aggregate
         Commitment;

                  (C)      the fact that, immediately before and after such
         Borrowing, (i) in the case of a Refunding Borrowing, no Event of
         Default shall have occurred and be continuing and (ii) in the case of
         any other Borrowing, no Default shall have occurred and be continuing;
         and

                  (D)      the fact that the representations and warranties of
         the Borrowers contained in this Agreement (except, in the case of a
         Refunding Borrowing, the representations and warranties set forth in
         Sections 4.04(C), 4.05, 4.06 (other than clause (i) thereof), 4.07,
         4.10 and 4.11) shall be true in all material respects on and as of the
         date of such Borrowing.

                  Each Borrowing hereunder shall be deemed to be a
representation and warranty by the Borrower requesting such Borrowing on the
date of such Borrowing as to the facts specified in clauses (B), (C) and (D) of
this Section.

                  ARTICLE IV: REPRESENTATIONS AND WARRANTIES

                  The Company represents and warrants that:

                  SECTION 4.01. Corporate Existence and Power. The Company and
its Domestic Subsidiaries and Masco Europe are duly organized, validly existing
and in good standing under the laws of their respective jurisdiction of
formation, and have all requisite powers and all material governmental licenses,
authorizations, consents and approvals required to carry on their businesses,
considered as a whole, substantially as now conducted.

                  SECTION 4.02. Corporate and Governmental Authorization; No
Contravention; Filing; No Immunity.

                  (A)      The execution, delivery and performance by the
         Company and Masco Europe of this Agreement and the Notes are within the
         Company's and Masco Europe's respective corporate powers, have been
         duly authorized by all necessary corporate action, require no action by
         or in respect of, or filing with, any governmental body, agency or

                                       23             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         official (except filings under the Securities Exchange Act of 1934) and
         do not contravene, or constitute a default under, any provision of
         applicable law or regulation or of the certificate of incorporation or
         by-laws or other constitutive documents of the Company or Masco Europe
         or of any agreement, judgment, injunction, order, decree or other
         instrument binding upon the Company or Masco Europe or result in the
         creation or imposition of any Lien on any asset of the Company or any
         of its Subsidiaries.

                  (B)      To ensure the enforceability or admissibility in
         evidence of this Agreement and each Note to which Masco Europe is a
         party in Luxembourg, it is not necessary that this Agreement or any
         such Note to which Masco Europe is a party or any other document be
         filed or recorded with any court or other authority in Luxembourg or
         that any stamp or similar tax be paid to or in respect of this
         Agreement or any such Note. The qualification by any Bank or the Agent
         for admission to do business under the laws of Luxembourg does not
         constitute a condition to, and the failure to so qualify does not
         affect, the exercise by any Bank or the Agent of any right, privilege,
         or remedy afforded to any Bank or the Agent in connection with this
         Agreement or any Note to which such Masco Europe is a party or the
         enforcement of any such right, privilege, or remedy against Masco
         Europe. The performance by any Bank or the Agent of any action required
         or permitted under this Agreement or any Note will not (i) violate any
         law or regulation of Luxembourg or any political subdivision thereof,
         (ii) result in any tax or other monetary liability to such party
         pursuant to the laws of Luxembourg or political subdivision or taxing
         authority thereof (other than taxes on the overall net income of such
         Bank or its Applicable Lending Office or franchise or similar taxes
         imposed by Luxembourg to the extent such Bank or its Applicable Lending
         Office shall be situated in Luxembourg), or (iii) violate any rule or
         regulation of any federation or organization or similar entity of which
         Luxembourg is a member, except such violations or liabilities, or
         increases thereof which individually or in the aggregate could not
         reasonably be expected to have a material adverse effect on the
         business or financial position of the Company and its Consolidated
         Subsidiaries, considered as a whole, or which in any manner draws into
         question the validity of this Agreement or the Notes.

                  (C)      Neither Masco Europe nor any of its assets is
         entitled to immunity from suit, execution, attachment or other legal
         process. Masco Europe's execution and delivery of this Agreement
         constitute, and the exercise of its rights and performance of and
         compliance with its obligations under this Agreement will constitute,
         private and commercial acts done and performed for private and
         commercial purposes.

                  SECTION 4.03. Binding Effect. This Agreement constitutes a
valid and binding agreement of the Company and Masco Europe, enforceable against
them in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
by general principles of equity, and the Notes when executed and delivered in
accordance with this Agreement will constitute valid and binding obligations of
the Company and Masco Europe enforceable against it in accordance with their
terms, except as the same may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and by general principles of equity.

                  SECTION 4.04. Financial Information.

                                       24             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  (A)      The consolidated balance sheet of the Company and its
         Consolidated Subsidiaries as of December 31, 2001 and the related
         consolidated statements of income and cash flows for the Fiscal Year
         then ended, reported on by PricewaterhouseCoopers LLP and set forth in
         the Company's 2001 Form 10-K, a copy of which has been delivered to
         each of the Banks, fairly present, in conformity with generally
         accepted accounting principles, the consolidated financial position of
         the Company and its Consolidated Subsidiaries as of such date and the
         consolidated results of their operations and their cash flows for such
         Fiscal Year.

                  (B)      The unaudited condensed consolidated balance sheet of
         the Company and its Consolidated Subsidiaries as of June 30, 2002 and
         the related unaudited condensed statements of consolidated income and
         consolidated cash flows for the three months then ended, set forth in
         the Company's quarterly report for the fiscal quarter ended June 30,
         2002 as filed with the Securities and Exchange Commission on Form 10-Q,
         a copy of which has been delivered to each of the Banks, fairly
         present, on a basis consistent with the financial statements referred
         to in subsection (A) of this Section, the consolidated financial
         position of the Company and its Consolidated Subsidiaries as of such
         date and their consolidated results of operations and cash flows for
         such three-month period (subject to normal year-end adjustments).

                  (C)      No Material Adverse Change has occurred or is
         continuing.

                  SECTION 4.05. Litigation. There is no action, suit or
proceeding pending against, or to the knowledge of the Company threatened
against or affecting, the Company or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official which, in the reasonable
opinion of the Company, has resulted in or is likely to result in a Material
Adverse Change or which in any manner draws into question the validity of this
Agreement or the Notes.

                  SECTION 4.06. Compliance with ERISA. Each member of the ERISA
Group (i) has fulfilled its obligations under the minimum funding standards of
ERISA and the Internal Revenue Code with respect to each Plan and (ii) is in
compliance in all material respects with the presently applicable provisions of
ERISA and the Internal Revenue Code with respect to each Plan. No member of the
ERISA Group has (x) sought a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code in respect of any Plan, (y) failed to
make any contribution or payment to any Plan or Multiemployer Plan or in respect
of any Benefit Arrangement, or made any amendment to any Plan or Benefit
Arrangement, which has resulted or could result in the imposition of a Lien or
the posting of a bond or other security under ERISA or the Internal Revenue
Code, in each case securing an amount greater than $10,000,000 or (z) incurred
any liability under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA which could materially adversely affect the
business, consolidated financial position or consolidated results of operations
of the Company and its Consolidated Subsidiaries, considered as a whole.

                  SECTION 4.07. Environmental Matters. In the ordinary course of
its business, the Company conducts appropriate reviews of the effect of
Environmental Laws on the business, operations and properties of the Company and
its Subsidiaries, in the course of which it identifies

                                       25             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

and evaluates pertinent liabilities and costs (including, without limitation,
capital or operating expenditures required for clean-up or closure of properties
presently or previously owned or for the lawful operation of its current
facilities, required constraints or changes in operating activities, and
evaluation of liabilities to third parties, including employees, together with
pertinent costs and expenses). On the basis of this review, the Company has
reasonably concluded that Environmental Laws are not likely to have a material
adverse effect on the business, financial position or results of operations of
the Company and its Consolidated Subsidiaries, considered as a whole.

                  SECTION 4.08. Taxes. United States Federal income tax returns
of the Company and its Subsidiaries have been examined and/or closed through the
Fiscal Year ended December 31, 1998. The Company and its Subsidiaries have filed
all United States Federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes shown as due
pursuant to such returns or pursuant to any assessment received by the Company
or any Subsidiary, except such taxes, if any, as are being contested in good
faith and as to which, in the opinion of the Company, adequate reserves have
been provided. The charges, accruals and reserves on the books of the Company
and its Subsidiaries in respect of taxes or other like governmental charges are,
in the opinion of the Company, adequate.

                  SECTION 4.09. Not an Investment Company. The Company is not an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the Investment Company Act of 1940, as amended.

                  SECTION 4.10. Compliance with Laws. The Company complies, and
has caused each Subsidiary to comply, in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws and
ERISA and the rules and regulations thereunder), except where (i) the necessity
of compliance therewith is contested in good faith by appropriate proceedings,
(ii) no officer of the Company is aware that the Company or the relevant
Subsidiary has failed to comply therewith or (iii) the Company has reasonably
concluded that failure to comply is not likely to have a material adverse effect
on the business, financial position or results of operations of the Company and
its Consolidated Subsidiaries, taken as a whole.

                  SECTION 4.11. Foreign Employee Benefit Matters. (a) Each
Material Employee Benefit Plan is in compliance with all laws, regulations and
rules applicable thereto and the respective requirements of the governing
documents for such Plan; (b) there are no deficiencies in contributions,
payments or other funding required of the Company and its Subsidiaries by
applicable law or the governing plan documents with respect to any governmental
or statutory Foreign Pension Plan, and the present value of the aggregate
accumulated benefit obligations under all other Foreign Pension Plans does not
exceed the current fair market value of the assets held in the trusts for such
Plans; (c) with respect to any Foreign Employee Benefit Plan maintained or
contributed to by any member of the ERISA Group (other than a Foreign Pension
Plan), reasonable reserves have been established in accordance with prudent
business practice or where required by ordinary accounting practices in the
jurisdiction in which such Plan is maintained; and (d) there are no actions,
suits or claims pending or, to the knowledge of the Company and its
Subsidiaries, threatened against the Company or any Subsidiary of it or any
member of the ERISA Group with respect to any Foreign Employee Benefit Plan,
except in each

                                       26             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

case where such failure to comply, deficiencies, excess obligations, absence of
reserves, or actions, suits or claims would not individually or in the aggregate
have a material adverse effect on the business, consolidated financial position
or consolidated results of operations of the Company and its Consolidated
Subsidiaries, considered as a whole.

                              ARTICLE V: COVENANTS

                  The Company agrees that, so long as any Bank has any
Commitment hereunder or any amount payable under any Loan or otherwise hereunder
remains unpaid:

                  SECTION 5.01. Information. The Company will deliver to each of
the Banks:

                  (A)      as soon as available and in any event within 95 days
         after the end of each Fiscal Year, a consolidated balance sheet of the
         Company and its Consolidated Subsidiaries as of the end of such Fiscal
         Year and the related consolidated statements of income and cash flows
         for such Fiscal Year, setting forth in each case in comparative form
         the corresponding figures for the previous Fiscal Year, all reported on
         by PricewaterhouseCoopers LLP or other independent public accountants
         of nationally recognized standing, whose report shall be without
         material qualification;

                  (B)      as soon as available and in any event within 50 days
         after the end of each of the first three quarters of each Fiscal Year,
         a condensed consolidated balance sheet of the Company and its
         Consolidated Subsidiaries as of the end of such quarter, the related
         condensed consolidated statement of income for such quarter and the
         related condensed consolidated statements of income and cash flows for
         the portion of such Fiscal Year ended at the end of such quarter,
         setting forth in each case in comparative form the corresponding
         figures for the corresponding periods of the previous Fiscal Year, all
         in reasonable detail and certified, to the best of his knowledge
         (subject to normal year-end adjustments), as to fairness of
         presentation, and consistency with generally accepted accounting
         principles (except for changes concurred in by the Company's
         independent public accountants) by the chief financial officer or the
         treasurer of the Company;

                  (C)      simultaneously with (i) the delivery of each set of
         financial statements referred to in clauses (A) and (B) above (ii) on
         or prior to the date on which any Litigation Charge is taken and (iii)
         within five (5) Domestic Business Days following the occurrence of any
         event which gives rise to any Litigation Liability, a certificate of
         the chief financial officer or the treasurer of the Company (x) setting
         forth in reasonable detail the calculations required to establish
         whether the Company was in compliance with the requirements of Sections
         5.02 to 5.04, inclusive, on the date of such financial statements, (y)
         stating, to the best of his or her knowledge, whether any Default
         exists on the date of such certificate and (z) if any Default then
         exists, setting forth the details thereof and the action which the
         Company is taking or proposes to take with respect thereto; provided,
         however, that in the case of a certificate delivered pursuant to the
         immediately preceding clause (ii) or (iii), such covenants shall be
         calculated on a pro forma basis as if the Litigation Liability or the
         obligation to take the Litigation Charge, as the case may be, arose on
         the last day of the immediately preceding fiscal quarter for which
         unaudited or audited financial statements are available (any
         certificate delivered in

                                       27             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         connection with clause (ii) or (iii) above being referred to as a "Pro
         Forma Compliance Certificate"); provided, further, however, that once
         the Company has delivered a Pro Forma Compliance Certificate in
         connection with any Litigation Development (including the Pro Forma
         Compliance Certificate delivered on the Closing Date), the Company may
         continue to rely on such Pro Forma Compliance Certificate unless and
         until a subsequent Litigation Liability or Litigation Charge arises
         that increases the aggregate amount of Litigation Liabilities or
         Litigation Charges from those reflected in such Pro Forma Compliance
         Certificate;

                  (D)      within 15 days after any officer of the Company
         becomes aware of the existence of any Default, unless such Default
         shall have been cured before the end of such 15 day period, a
         certificate of the chief financial officer or the treasurer of the
         Company setting forth the details of such Default and the action which
         the Company is taking or proposes to take with respect thereto;

                  (E)      promptly upon the mailing thereof to the shareholders
         of the Company generally, copies of all financial statements, reports
         and proxy statements so mailed;

                  (F)      promptly upon the filing thereof, copies of all
         reports on Forms 10-K, 10-Q and 8-K and similar regular and periodic
         reports which the Company shall have filed with the Securities and
         Exchange Commission;

                  (G)      if and when any member of the ERISA Group (i) gives
         or is required to give notice to the PBGC of any "reportable event" (as
         defined in Section 4043 of ERISA) with respect to any Plan which might
         constitute grounds for a termination of such Plan under Title IV of
         ERISA, or knows that the plan administrator of any Plan has given or is
         required to give notice of any such reportable event, a copy of the
         notice of such reportable event given or required to be given to the
         PBGC; (ii) receives notice of complete or partial withdrawal liability
         under Title IV of ERISA or notice that any Multiemployer Plan is in
         reorganization, is insolvent or has been terminated, a copy of such
         notice, (iii) receives notice from the PBGC under Title IV of ERISA of
         an intent to terminate, impose liability (other than for premiums under
         Section 4007 of ERISA) in respect of, or appoint a trustee to
         administer any Plan, a copy of such notice; (iv) applies for a waiver
         of the minimum funding standard under Section 412 of the Internal
         Revenue Code, a copy of such application; (v) gives notice of intent to
         terminate any Plan under Section 4041(c) of ERISA, a copy of such
         notice and other information filed with the PBGC; (vi) gives notice of
         withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of
         such notice; or (vii) fails to make any payment or contribution to any
         Plan or Multiemployer Plan or in respect of any Benefit Arrangement or
         makes any amendment to any Plan or Benefit Arrangement which has
         resulted or could result in the imposition of a Lien or the posting of
         a bond or other security, a certificate of the chief financial officer
         or the treasurer of the Company setting forth details as to such
         occurrence and action, if any, which the Company or applicable member
         of the ERISA Group is required or proposes to take; provided that no
         such certificate shall be required unless the aggregate unpaid actual
         or potential liability of members of the ERISA Group involved in all
         events referred to in clauses (i) through (vii) above of which officers
         of the

                                       28             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         Company have obtained knowledge and have not previously reported under
         this clause (G) exceeds $25,000,000;

                  (H)      promptly and in any event not more than 5 days after
         any officer of the Company becomes aware of the occurrence of any event
         which would cause the representations and warranties set forth in
         Section 4.11 to be in breach as of such date, a certificate of the
         chief financial officer or treasurer of the Company setting forth
         details as to such occurrence and action, if any, which the Company or
         applicable Subsidiary of the Company is required or proposes to take;

                  (I)      immediately after any officer of the Company obtains
         knowledge of a change in the rating of the Company's outstanding senior
         unsecured long-term debt securities by Moody's or S&P, a certificate of
         the chief financial officer or treasurer of the Company setting forth
         the details thereof;

                  (J)      immediately after any officer of the Company obtains
         knowledge of any of the following events in connection with the
         Disclosed Litigation, a certificate of the chief financial officer or
         treasurer of the Company setting forth the details thereof:

                           (i)      any trial court adjudication of liability in
                  a nationwide class;

                           (ii)     the execution of a settlement agreement with
                  respect to settlement of any class action;

                           (iii)    any verdict or judgment awarding punitive
                  damages;

                           (iv)     any adverse trial or appellate court
                  decision relating to any claim for insurance coverage;

                           (v)      any trial court adjudication of liability in
                  any statewide class action; or

                           (vi)     any appellate confirmation of any class
                  certification order; and

                  (K)      from time to time such additional information
         regarding the financial position or business of the Company as the
         Agent, at the request of any Bank, may reasonably request.

                  SECTION 5.02. Financial Covenants.

                  (A)      Minimum Consolidated Net Worth. At no time will
         Consolidated Net Worth be less than Minimum Consolidated Net Worth.
         "Minimum Consolidated Net Worth" means $2,650,000,000, as such amount
         has been adjusted under the Existing Credit Agreement and under the
         "Original 364-Day Credit Agreement" (as defined in the Existing Credit
         Agreement) at the end of each Fiscal Quarter commencing with the Fiscal
         Quarter ending on March 31, 2001 and continuing through the Fiscal
         Quarter Ending on June 30, 2002, and shall continue to be adjusted at
         the end of each Fiscal Quarter commencing with the Fiscal Quarter
         ending on September 30, 2002, as follows:

                                       29             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                           (i)      increased by 33% of Consolidated Net Income
                  for such Fiscal Quarter; provided that, if Consolidated Net
                  Income for such Fiscal Quarter is a negative number (a
                  "Consolidated Net Loss"), an amount up to 33% of such
                  Consolidated Net Loss shall be applied first to reduce Minimum
                  Consolidated Net Worth to the extent of offsetting prior
                  increases (if any) in Minimum Consolidated Net Worth made
                  pursuant to this clause (i) during the same Fiscal Year and
                  second to reduce (but not below zero) any future increase in
                  Minimum Consolidated Net Worth that would otherwise be made
                  pursuant to this clause (i) during the same Fiscal Year; and

                           (ii)     increased by an amount equal to 50% of all
                  increases in Consolidated Net Worth during such Fiscal Quarter
                  attributable to sales or issuances of the Company's Equity
                  Securities; provided that an amount up to 50% of all decreases
                  in Consolidated Net Worth during such Fiscal Quarter
                  attributable to purchases or other retirements of the
                  Company's Equity Securities shall be applied first to offset
                  any increase in Minimum Consolidated Net Worth that would
                  otherwise be made pursuant to this clause (ii) at the end of
                  such Fiscal Quarter, second to reduce Minimum Consolidated Net
                  Worth to the extent of offsetting prior increases (if any) in
                  Minimum Consolidated Net Worth made pursuant to this clause
                  (ii) and third to reduce (but not below zero) any future
                  increase in Minimum Consolidated Net Worth that would
                  otherwise be made pursuant to this clause (ii).

                  (B)      Maximum Debt to Capitalization. At no time will the
         ratio of (i) Consolidated Debt to (ii) the sum of Consolidated Debt and
         Consolidated Adjusted Net Worth exceed 55%; provided, however, that for
         the purposes of the limitations provided in, and computations under,
         this Section 5.02(B), "Debt" shall not include any Debt that is exempt
         from the incurrence tests in Sections 5.03(A) and (B) as a result of
         the application of Section 5.03(C) or (D).

The foregoing covenants will be tested on a consolidated basis (a) as of the end
of each Fiscal Quarter, (b) on or prior to the date on which any Litigation
Charge is taken and (c) within five (5) Domestic Business Days following the
occurrence of any event which gives rise to any Litigation Liability; provided,
however, that in the case of the immediately preceding clauses (b) and (c), such
financial covenants shall be calculated on a pro forma basis as if the
Litigation Liability or the obligation to take the Litigation Charge arose on
the last day of the immediately preceding fiscal quarter for which unaudited or
audited financial statements are available.

                  SECTION 5.03. Limitations on Debt.

                  (A)      The Company will not at any time, and will not suffer
         or permit any Consolidated Subsidiary at any time to, create, incur,
         issue, guarantee or assume any Debt if, immediately after giving effect
         thereto, the ratio of (i) Consolidated Debt to (ii) the sum of
         Consolidated Debt and Consolidated Adjusted Net Worth would exceed 55%.

                  (B)      The Company will not at any time suffer or permit any
         Consolidated Subsidiary to create, incur, issue, guarantee or assume
         any Debt if, immediately after

                                       30             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         giving effect thereto, the aggregate outstanding amount (determined at
         that time) of Debt of all Consolidated Subsidiaries (other than Debt
         owed to the Company or one or more other Consolidated Subsidiaries)
         would exceed 30% of Consolidated Net Worth.

                  (C)      Subsections (A) and (B) above shall not prevent (i)
         the Company from creating, incurring, issuing, guaranteeing or assuming
         Debt for the purpose of extending, renewing or Refunding (as such term
         is defined in this subsection) an equal or greater principal amount of
         Debt then outstanding of the Company or of Debt then outstanding of a
         Consolidated Subsidiary, or (ii) a Consolidated Subsidiary from
         creating, incurring, issuing, guaranteeing or assuming Debt for the
         purpose of extending, renewing or Refunding an equal or greater
         principal amount of Debt then outstanding of such Consolidated
         Subsidiary, or (iii) the creation, incurrence, issuance, guarantee or
         assumption of Debt owed to or owned by the Company or a Consolidated
         Subsidiary; provided, that in no event shall the aggregate principal
         amount of any such extending, renewing or Refunding Debt under clause
         (i) or (ii) above exceed the aggregate principal amount of the Debt
         being extended, renewed or Refunded. For purposes of this subsection
         (C), Debt is deemed to be for the purpose of "Refunding" other Debt if
         and to the extent that (i) no later than 5 Domestic Business Days after
         the refunding Debt is incurred, the Company delivers to the Agent
         written notice stating that the purpose of such Debt is to refund
         outstanding Debt and specifying the Debt to be refunded, (ii) the
         proceeds of such refunding Debt are held in the form of cash or High
         Quality Investments (free of any Lien except a Lien securing the
         specified Debt to be refunded) until such specified Debt is repaid and
         (iii) such specified Debt to be refunded is repaid within 45 days after
         the refunding Debt is incurred.

                  (D)      For purposes of the limitations provided in, and
         computations under, Sections 5.03(A) and (B), (i) when an entity
         becomes a Consolidated Subsidiary it shall be deemed to create at such
         time all the Debt it has outstanding immediately after such time
         (provided that, if after giving effect to this clause (i), the
         aggregate outstanding amount of Debt of all Consolidated Subsidiaries
         (other than Debt owed to the Company or one or more other Consolidated
         Subsidiaries) would be greater than 30% but less than 60% of
         Consolidated Net Worth, this clause (i) shall not apply at the time
         such entity becomes a Consolidated Subsidiary, but such entity shall be
         deemed to create on the 15th day after it becomes a Consolidated
         Subsidiary all the Debt it has outstanding on such 15th day), (ii) the
         disposition (other than to a Consolidated Subsidiary or the Company) by
         the Company or a Subsidiary of capital stock of any Consolidated
         Subsidiary which holds Debt of the Company or any other Consolidated
         Subsidiary so that the Consolidated Subsidiary ceases to be a
         Consolidated Subsidiary after such disposition shall be deemed the
         creation of such Debt, and (iii) the disposition (other than to a
         Consolidated Subsidiary or the Company) of Debt of the Company or any
         Consolidated Subsidiary by any Consolidated Subsidiary or the Company
         shall be deemed the creation of such Debt.

                  SECTION 5.04. Negative Pledge. Neither the Company nor any
Consolidated Subsidiary will create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it, except:

                                       31             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  (A)      Liens existing on June 30, 2000 securing Debt
         outstanding on June 30, 2000 in an aggregate principal amount not
         exceeding $50,000,000;

                  (B)      any Lien existing on any asset of any entity at the
         time such entity becomes a Consolidated Subsidiary and not created in
         contemplation of such event;

                  (C)      any Lien on any asset securing Debt incurred or
         assumed solely for the purpose of financing all or any part of the cost
         of acquiring such asset (or acquiring a corporation or other entity
         which owned such asset); provided that such Lien attaches to such asset
         concurrently with or within 90 days after such acquisition;

                  (D)      any Lien on any asset of any entity existing at the
         time such entity is merged or consolidated with or into the Company or
         a such Consolidated Subsidiary and not created in contemplation of such
         event;

                  (E)      any Lien existing on any asset prior to the
         acquisition thereof by the Company or a Consolidated Subsidiary and not
         created in contemplation of such acquisition;

                  (F)      any Lien arising out of the refinancing, extension,
         renewal or refunding of any Debt secured by any Lien permitted by any
         of the foregoing clauses of this Section; provided that such Debt is
         not increased and is not secured by any additional assets;

                  (G)      any Lien in favor of the holder of indebtedness (or
         any Person or entity acting for or on behalf of such holder) arising
         pursuant to any order of attachment, distraint or similar legal process
         arising in connection with court proceedings so long as the execution
         or other enforcement thereof is effectively stayed and the claims
         secured thereby are being contested in good faith by appropriate
         proceedings and no Default under Section 6.01(J) shall have occurred
         and is continuing in connection therewith;

                  (H)      Liens incidental to the normal conduct of its
         business or the ownership of its assets which (i) do not secure Debt,
         (ii) do not secure any obligation in an amount exceeding $100,000,000
         and (iii) do not in the aggregate materially detract from the value of
         the assets of the Company and its Consolidated Subsidiaries taken as a
         whole or in the aggregate materially impair the use thereof in the
         operation of the business of the Company and its Consolidated
         Subsidiaries taken as a whole; and

                  (I)      Liens securing Debt which are not otherwise permitted
         by the foregoing clauses of this Section; provided that (i) the
         aggregate outstanding principal amount of Debt secured by all such
         Liens on current assets shall not at any time exceed 20% of
         Consolidated Current Assets and (ii) the aggregate outstanding
         principal amount of Debt secured by all such Liens (including Liens
         referred to in clause (i) of this proviso) shall not at any time exceed
         the sum of (A) 20% of Consolidated Current Assets plus (B) 3% of
         Consolidated Net Worth.

                  SECTION 5.05. Consolidations, Mergers and Sale of Assets.

                                       32             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  (A)      Neither the Company nor Masco Europe will directly or
         indirectly sell, lease, transfer or otherwise dispose of all or
         substantially all of its assets, or merge or consolidate with any other
         Person, or acquire any other Person through purchase of assets or
         capital stock, unless either (i) the Company or Masco Europe, as
         applicable, shall be the continuing or surviving corporation or (ii)
         the successor or acquiring corporation (if other than the Company or
         Masco Europe, as applicable) shall be a corporation organized under the
         laws of (x) one of the States of the United States of America in the
         case of a merger or consolidation of the Company, or (y) the Grand
         Duchy of Luxembourg in the case of a merger or consolidation of Masco
         Europe, and shall assume, by a writing satisfactory in form and
         substance to the Required Banks, all of the obligations of the Company
         or Masco Europe, as applicable, under this Agreement and the Notes,
         including all covenants herein and therein contained, in which case
         such successor or acquiring corporation shall succeed to and be
         substituted for the Company or Masco Europe, as applicable, with the
         same effect as if it had been named herein as a party hereto.

                  (B)      No disposition of assets, merger, consolidation or
         acquisition referred to in subsection (A) of this Section shall be
         permitted if, immediately after giving effect thereto, the Company
         would be in Default under any of the terms or provisions of this
         Agreement.

                  SECTION 5.06. Compliance with Laws. The Company will comply,
and cause each Subsidiary to comply, in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws and
ERISA and the rules and regulations thereunder) except where (i) the necessity
of compliance therewith is contested in good faith by appropriate proceedings,
(ii) no officer of the Company is aware that the Company or any Subsidiary has
failed to comply therewith or (iii) the Company has reasonably concluded that
failure to comply is not likely to have a material adverse effect on the
business, financial position or results of operations the Company and its
Consolidated Subsidiaries, taken as a whole.

                  SECTION 5.07. Use of Proceeds. The Borrowers shall use the
proceeds of the Loans to provide funds for general corporate purposes,
including, commercial paper liquidity, acquisitions, refinancing of Debt
(including, without limitation, Debt under the agreements described in Section
3.01(F)) and working capital purposes. None of the proceeds of the Loans made
under this Agreement will be used in violation of any applicable law or
regulation (including, without limitation, Regulation T, U or X of the Board of
Governors of the Federal Reserve System).

                  SECTION 5.08. Insurance. The Company and its Consolidated
Subsidiaries considered as a whole will maintain with financially sound and
reputable insurance companies insurance in such amounts and covering such risks
as is consistent with sound business practice, and the Company will furnish to
the Agent upon request full information as to the insurance carried; provided,
that the Company and its Subsidiaries may self-insure to the extent the Company
reasonably determines that such self insurance is consistent with prudent
business practice.

                                       33             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  SECTION 5.09. Inspection. The Company will, and will cause
each Subsidiary to, permit the Agent, by its representatives and agents, to
inspect any of the property, books and financial records of the Company and each
Subsidiary, to examine and make copies of the books of accounts and other
financial records of the Company and each Subsidiary, and to discuss the
affairs, finances and accounts of the Company and each Subsidiary with, and to
be advised as to the same by, their respective officers at such times and
intervals, having due regard for the ongoing business of the Company and its
Subsidiaries, as the Agent may reasonably request.

                              ARTICLE VI: DEFAULTS

                  SECTION 6.01. Events of Default. If one or more of the
following events ("Events of Default") shall have occurred and be continuing:

                  (A)      any Borrower shall fail to pay when due any principal
         of any Loan, or shall fail to pay within five days of the due date
         thereof any interest or fees payable under this Agreement;

                  (B)      the Company shall fail to observe or perform any
         covenant contained in Sections 5.02 to 5.05, inclusive;

                  (C)      the Company or Masco Europe shall fail to observe or
         perform any covenant or agreement contained in this Agreement (other
         than those covered by clause (A) or (B) above) for 30 days after
         written notice thereof has been given to the Company by the Agent at
         the request of any Bank;

                  (D)      any representation, warranty, certification or
         statement made by the Company or Masco Europe in this Agreement or any
         amendment hereof or in any certificate, financial statement or other
         document delivered pursuant to this Agreement shall prove to have been
         incorrect in any material respect when made or deemed to have been
         made; provided that, if any representation and warranty deemed to have
         been made by the Company or Masco Europe pursuant to the last sentence
         of Section 3.02 as to the satisfaction of the condition of borrowing
         set forth in clause (C)(i) of Section 3.02 shall have been incorrect
         solely by reason of the existence of an Event of Default of which the
         Company was not aware when such representation and warranty was deemed
         to have been made and which was cured before or promptly after the
         Company became aware thereof, then such representation and warranty
         shall be deemed not to have been incorrect in any material respect;

                  (E)      the Company or any of its Consolidated Subsidiaries
         shall fail to make one or more payments in respect of any Material Debt
         (other than Acquired Debt in an aggregate outstanding principal amount
         not exceeding $75,000,000) when due or within any applicable grace
         period, and such failure has not been waived;

                  (F)      the Company or any Consolidated Subsidiary shall fail
         to observe or perform any term, covenant or agreement contained in (i)
         any instrument or agreement (other than this Agreement) by which it is
         bound relating to Debt (other than Acquired Debt in an aggregate
         outstanding principal amount not exceeding $75,000,000) or (ii) the
         5-Year Revolving Credit Agreement, or any other event or condition
         referred to therein

                                       34             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         shall occur (including, without limitation, any "Default" or
         "Termination Event" as defined therein), and the effect of all such
         failures, events and conditions (each a "default") is to cause the
         maturity of any Material Debt to be accelerated or to permit (any
         applicable period of grace having expired and any required notice
         having been given) the holder or holders of any Material Debt (or any
         Person acting on their behalf) to accelerate the maturity thereof;

                  (G)      the Company or any Significant Subsidiary shall
         commence a voluntary case or other proceeding seeking liquidation,
         reorganization or other relief with respect to itself or its debts
         under any bankruptcy, insolvency or other similar law now or hereafter
         in effect or seeking the appointment of a trustee, receiver,
         liquidator, custodian or other similar official of it or any
         substantial part of its property under any such law, or shall consent
         to any such relief or to the appointment of or taking possession by any
         such official in an involuntary case or other proceeding commenced
         against it under any such law, or shall make a general assignment for
         the benefit of creditors, or shall fail generally to pay its debts as
         they become due, or a resolution shall be adopted by either the
         shareholders or the board of directors of such corporation to authorize
         any of the foregoing;

                  (H)      an involuntary case or other proceeding shall be
         commenced against the Company or any Significant Subsidiary in any
         United States Federal court or other court of competent jurisdiction
         seeking liquidation, reorganization or other relief with respect to it
         or its debts under any bankruptcy, insolvency or other similar law now
         or hereafter in effect or seeking the appointment of a trustee,
         receiver, liquidator, custodian or other similar official of it or any
         substantial part of its property under any such law, and in each case
         such involuntary case or other proceeding shall remain undismissed and
         unstayed for a period of 60 days; or an order for relief shall be
         entered against the Company or any Significant Subsidiary as debtors
         under the federal bankruptcy laws as now or hereafter in effect;

                  (I)      any member of the ERISA Group shall fail to pay when
         due an amount or amounts aggregating in excess of $1,000,000 which it
         shall have become liable to pay to the PBGC or to a Plan under Title IV
         of ERISA; or notice of intent to terminate a Plan or Plans having
         aggregate Unfunded Liabilities in excess of $50,000,000 (collectively,
         a "Material Plan") shall be filed under Title IV of ERISA by any member
         of the ERISA Group, any plan administrator or any combination of the
         foregoing; or the PBGC shall institute proceedings under Title IV of
         ERISA to terminate, to impose liability (other than for premiums under
         Section 4007 of ERISA) in respect of, or to cause a trustee to be
         appointed to administer any Material Plan; or a condition shall exist
         by reason of which the PBGC would be entitled to obtain a decree
         adjudicating that any Material Plan must be terminated; or there shall
         occur a complete or partial withdrawal from, or a default, within the
         meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
         Multiemployer Plans which could cause one or more members of the ERISA
         Group to incur a current payment obligation in excess of $50,000,000
         or; the institution by the PBGC or any similar foreign governmental
         authority of proceedings to terminate a Foreign Pension Plan which
         could reasonably be expected to subject the Company and its
         Subsidiaries, taken as a whole, to liability in excess of $50,000,000
         (a "Material Foreign

                                       35             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         Pension Plan"); or a foreign governmental authority shall appoint or
         institute proceedings to appoint a trustee to administer any Material
         Foreign Pension Plan in place of the existing administrator; provided
         that no Event of Default shall exist under this clause (I) with respect
         to any Prior Plan unless it is reasonably likely that one or more
         members of the ERISA Group is liable with --- respect to the relevant
         Unfunded Liabilities or current payment obligation, as the case may be;

                  (J)      a judgment or order for the payment of money in
         excess of $25,000,000 shall be rendered against the Company or any
         Subsidiary and such judgment or order shall continue unsatisfied and
         unstayed for a period of 45 days; or

                  (K)      any person or group of persons (within the meaning of
         Section 13 or 14 of the Securities Exchange Act of 1934, as amended)
         shall have acquired beneficial ownership (within the meaning of Rule
         13d-3 promulgated by the Securities and Exchange Commission under said
         Act) of 30% or more of the outstanding shares of common stock of the
         Company; or Continuing Directors shall cease to constitute a majority
         of the board of directors of the Company; or the Company shall cease to
         be (directly or through its wholly-owned Subsidiaries) the "beneficial
         owner" (as defined in Rules 13d-3 and 13d-5 promulgated by the
         Securities and Exchange Commission under the Act) directly or
         indirectly of at least 100% of the voting power of the outstanding
         capital stock of Masco Europe ordinarily having the right to vote at an
         election of directors;

then, and in every such event, the Agent shall if requested by the Required
Banks, by notice to the Borrowers, (i) terminate the Commitments and they shall
thereupon terminate, and (ii) declare the Loans (together with accrued interest
thereon) to be, and the Loans shall thereupon become, immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrowers; provided that in the case of any of
the Events of Default specified in clause (G) or (H) above with respect to the
Company or any Significant Subsidiary, without any notice to any Borrower or any
other act by the Agent or the Banks, the Commitments shall thereupon terminate
and the Loans (together with accrued interest thereon) shall become immediately
due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrowers.

                  SECTION 6.02. Notice of Default. The Agent shall give notice
to the Company under Section 6.01(C) promptly upon being requested to do so by
any Bank and shall thereupon notify all the Banks thereof.

                             ARTICLE VII: THE AGENT

                  SECTION 7.01. Appointment and Authorization. Each Bank
irrevocably appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and the Notes as are
delegated to the Agent by the terms hereof or thereof, together with all such
powers as are reasonably incidental thereto.

                  SECTION 7.02. Agent and Affiliates. Bank One shall have the
same rights and powers under this Agreement as any other Bank and may exercise
or refrain from exercising the

                                       36             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

same as though it were not the Agent, and Bank One and its
affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Company or any Subsidiary or affiliate of the Company
as if it were not the Agent hereunder.

                  SECTION 7.03. Action by Agent. The obligations of the Agent
hereunder are only those expressly set forth herein. Without limiting the
generality of the foregoing, the Agent shall not be required to take any action
with respect to any Default, except as expressly provided in Article VI.

                  SECTION 7.04. Consultation with Experts. The Agent may consult
with legal counsel (who may be counsel for the Company), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

                  SECTION 7.05. Liability of Agent. Neither the Agent nor any of
its directors, officers, agents or employees shall be liable (i) to the Banks
for any action taken or not taken by such Person in connection herewith with the
consent or at the request of the Required Banks or all Banks, if applicable, or
(ii) to the Banks or any Borrower for any action taken or not taken by such
Person in the absence of such Person's own gross negligence or willful
misconduct. Neither the Agent, the Arrangers nor any of their directors,
officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into or verify (i) any statement, warranty or representation
made in connection with this Agreement or any borrowing hereunder; (ii) the
performance or observance of any of the covenants or agreements of the
Borrowers; (iii) the satisfaction of any condition specified in Article III,
except receipt of items required to be delivered to the Agent; or (iv) the
validity, effectiveness or genuineness of this Agreement, the Notes or any other
instrument or writing furnished in connection herewith. The Agent shall not
incur any liability by acting in reliance upon any notice, consent, certificate,
statement or other writing (which may be a bank wire, telex or similar writing)
believed by it to be genuine or to be signed by the proper party or parties.

                  SECTION 7.06. Indemnification. Each Bank shall, ratably in
accordance with its Commitment, indemnify the Agent (to the extent not
reimbursed by the Borrowers) against any cost, expense (including counsel fees
and disbursements), claim, demand, action, loss or liability (except such as
result from the Agent's gross negligence or willful misconduct) that the Agent
may suffer or incur in connection with this Agreement or any action taken or
omitted by the Agent hereunder.

                  SECTION 7.07. Credit Decision. Each Bank acknowledges that it
has, independently and without reliance upon the Agent or any other Bank, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

                  SECTION 7.08. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Banks and the Borrowers. Upon any
such resignation, the Required

                                       37             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

Banks shall have the right to appoint a successor Agent. If no successor Agent
shall have been so appointed by the Required Banks, and shall have accepted such
appointment, within 30 days after the retiring Agent gives notice of
resignation, then the retiring Agent may, on behalf of the Banks, appoint a
successor Agent, which shall be a commercial bank organized or licensed under
the laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least $250,000,000. Upon the acceptance of
its appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent.

                  SECTION 7.09. Agent's and Arrangers' Fees. The Company shall
pay to each of the Agent and the Arrangers for their own account such fees as
agreed upon between the Company, the Agent and the Arrangers and set forth in a
separate fee letter among the Agent, the Syndication Agent the Arrangers and the
Company.

                  SECTION 7.10. Agent, Arrangers, Documentation Agents,
Syndication Agent. None of the Agent, the Arrangers, the Documentation Agents or
the Syndication Agent shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Banks as such. Without limiting the foregoing, none of such Banks or the Agent
shall have or be deemed to have a fiduciary relationship with any Bank. Each
Bank hereby makes the same acknowledgments with respect to such Banks as it
makes with respect to the Agent in Section 7.07.

                     ARTICLE VIII: CHANGE IN CIRCUMSTANCES

                  SECTION 8.01. Basis for Determining Interest Rate Inadequate
or Unfair. If on or prior to the first day of any Interest Period for any
Eurodollar Borrowing:

                  (A)      the Agent determines that deposits in Dollars (in the
         applicable amounts) are not being offered in the relevant market for
         such Interest Period, or

                  (B)      the Required Banks advise the Agent that the
         Eurodollar Reference Rate, as determined by the Agent, will not
         adequately and fairly reflect the cost to such Banks of funding their
         Eurodollar Loans for such Interest Period,

the Agent shall forthwith give notice thereof to the Borrowers and the Banks,
whereupon until the Agent notifies the Borrowers that the circumstances giving
rise to such suspension no longer exist, (x) the obligations of the Banks to
make, continue or convert Eurodollar Loans shall be suspended, and (y) each
affected Loan shall be converted into a Floating Rate Loan on the last day of
the then current Interest Period applicable thereto. Unless the relevant
Borrower notifies the Agent at least two Domestic Business Days before the date
of any such Eurodollar Borrowing for which a Notice of Borrowing has previously
been given that it elects not to borrow on such date, such Borrowing shall
instead be made as a Floating Rate Borrowing.

                  SECTION 8.02. Illegality. If, after the Closing Date, the
adoption of any applicable law, rule or regulation, or any change therein, or
any change in the interpretation or

                                       38             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Eurodollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Eurodollar Lending Office) to honor its binding legal obligation hereunder to
make, maintain or fund its Eurodollar Loans to any Borrower and such Bank shall
so notify the Agent, the Agent shall forthwith give notice thereof to the other
Banks and the Borrowers, whereupon until such Bank notifies the Borrowers and
the Agent that the circumstances giving rise to such suspension no longer exist,
the obligation of such Bank to make Eurodollar Loans to such Borrower or to
continue outstanding Loans to such Borrower as Eurodollar Loans shall be
suspended. Before giving any notice to the Agent pursuant to this Section, such
Bank shall designate a different Eurodollar Lending Office if such designation
will avoid the need for giving such notice and will not, in the judgment of such
Bank, be otherwise disadvantageous to such Bank. After giving such notice, such
Loan of such Bank then outstanding shall be converted to a Floating Rate Loan
either (a) on the last day of the then current Interest Period applicable to
such Loan if such Bank may lawfully continue to maintain and fund such Loan as a
Eurodollar Loan in Dollars to such day or (b) immediately if such Bank shall
determine that it may not lawfully continue to maintain and fund such loan as a
Eurodollar Loan in Dollars to such day. Interest and principal on any such
Floating Rate Loan shall be payable on the same dates as, and on a pro rata
basis with, the interest and principal payable on the related Eurodollar Loans
of the other Banks.

                  SECTION 8.03. Increased Cost and Reduced Return.

                  (A)      If on or after the Closing Date, the adoption of any
         applicable law, rule or regulation, or any change therein, or any
         change in the interpretation or administration thereof by any
         governmental authority, central bank or comparable agency charged with
         the interpretation or administration thereof, or compliance by any Bank
         (or its Applicable Lending Office) with any request or directive
         (whether or not having the force of law) of any such authority, central
         bank or comparable agency (a "Change in Law"):

                           (i)      shall subject any Bank (or its Applicable
                  Lending Office) to any tax, duty or other charge with respect
                  to its Eurodollar Loans, its Note or its obligation to make
                  Eurodollar Loans, or shall change the basis of taxation of
                  payments to any Bank (or its Applicable Lending Office) of the
                  principal of or interest on its Eurodollar Loans, or any other
                  amounts due under this Agreement in respect of its Eurodollar
                  Loans, or its obligation to make Eurodollar Loans (except for
                  changes in the rate of tax on the overall net income of such
                  Bank or its Applicable Lending Office or franchise or similar
                  taxes imposed by the United States of America or any State or
                  political subdivision thereof or imposed by the jurisdiction
                  in which such Bank's principal executive office or Applicable
                  Lending Office is located); or

                           (ii)     shall impose, modify or deem applicable any
                  reserve (including, without limitation, any such requirement
                  imposed by the Board of Governors of the Federal Reserve
                  System, but excluding, with respect to any Eurodollar Loan,
                  any such requirement included in an applicable Eurodollar
                  Reserve Percentage,

                                       39             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  associated cost rate or other applicable reserve rate),
                  special deposit, insurance assessment or similar requirement
                  against assets of, deposits with or for the account of, or
                  credit extended by, any Bank (or its Applicable Lending
                  Office) or shall impose on any Bank (or its Applicable Lending
                  Office) or on the United States market for certificates of
                  deposit or the London interbank market any other condition
                  affecting its Eurodollar Loans, its Note or its obligation to
                  make Eurodollar Loans;

         and the result of any of the foregoing is to increase the cost to such
         Bank (or its Applicable Lending Office) of making or maintaining any
         Eurodollar Loan, or to reduce the amount of any sum received or
         receivable by such Bank (or its Applicable Lending Office) under this
         Agreement or under its Note with respect thereto, by an amount deemed
         by such Bank to be material, then, within 15 days after demand by such
         Bank (with a copy to the Agent), the relevant Borrower shall pay to
         such Bank such additional amount or amounts as will compensate such
         Bank for such increased cost or reduction; provided that, such Bank
         shall not be entitled to such compensation for increased costs or
         reductions incurred more than 90 days prior to the date on which it
         actually demands (or notifies the relevant Borrower that it will
         demand) such compensation, provided, further that if the Change in Law
         giving rise to such increased costs or reductions is retroactive, then
         the 90-day period referred to above shall be extended to include the
         period of retroactive effect. If any Bank demands compensation under
         this subsection (A), the relevant Borrower may at any time, upon at
         least five Eurodollar Business Days' prior notice to such Bank through
         the Agent, prepay in full each then outstanding affected Eurodollar
         Loan of such Bank, together with accrued interest thereon to the date
         of prepayment. Concurrently with prepaying each such Eurodollar Loan of
         such Bank, such Borrower shall borrow a Floating Rate Loan in an equal
         principal amount from such Bank for an Interest Period coinciding with
         the remaining term of the Interest Period applicable to such Eurodollar
         Loan, and such Bank shall make such a Loan notwithstanding any
         provision herein to the contrary.

                  (B)      If any Bank shall have determined that, after the
         Closing Date, the adoption of any applicable law, rule or regulation
         regarding capital adequacy, or any change therein, or any change in the
         interpretation or administration thereof by any governmental authority,
         central bank or comparable agency charged with the interpretation or
         administration thereof, or any request or directive regarding capital
         adequacy (whether or not having the force of law) of any such
         authority, central bank or comparable agency, has or would have the
         effect of reducing the rate of return on capital of such Bank (or its
         Parent) as a consequence of such Bank's obligations hereunder to a
         level below that which such Bank (or its Parent) could have achieved
         but for such adoption, change, request or directive (taking into
         consideration its policies with respect to capital adequacy) by an
         amount deemed by such Bank to be material, then from time to time,
         within 15 days after demand by such Bank (with a copy to the Agent),
         the Company shall pay to such Bank such additional amount or amounts as
         will compensate such Bank (or its Parent) for such reduction; provided
         that such Bank shall not be entitled to such compensation for
         reductions incurred more than 90 days prior to the date on which it
         actually demands (or notifies the Company that it will demand) such
         compensation, provided, further that if the Change in Law giving rise
         to such reductions

                                       40             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         in retroactive, then the 90-day period referred to above shall be
         extended to include the period of retroactive effect thereof.

                  (C)      Each Bank will promptly notify the Borrowers and the
         Agent of any event of which it has knowledge, occurring after the
         Closing Date, which will entitle such Bank to compensation pursuant to
         this Section and will designate a different Applicable Lending Office
         if such designation will avoid the need for, or reduce the amount of,
         such compensation and will not, in the judgment of such Bank, be
         otherwise disadvantageous to such Bank. A certificate of any Bank
         claiming compensation under this Section and setting forth the
         additional amount or amounts to be paid to it hereunder shall be
         conclusive in the absence of manifest error, provided that the
         determination of such amount or amounts is made on a reasonable basis.
         In determining such amount, such Bank may use any reasonable averaging
         and attribution methods.

                  SECTION 8.04. Substitute Loans. If (i) the obligation of any
Bank to make Eurodollar Loans has been suspended pursuant to Section 8.02 or
(ii) any Bank has demanded compensation under Section 8.03 and the Company
shall, by at least five Eurodollar Business Days' prior notice to such Bank
through the Agent, have elected that the provisions of this Section 8.04 shall
apply to such Bank, then, unless and until such Bank notifies the Company and
the Agent that the circumstances giving rise to such suspension or demand for
compensation no longer apply, all Loans which would otherwise be made by such
Bank as (or continued as or converted to) Eurodollar Loans shall be made instead
as Floating Rate Loans (on which interest and principal shall be payable
contemporaneously with the related Eurodollar Loans of the other Banks, as
applicable). If such Bank notifies the Company that the circumstances giving
rise to such suspension or demand for compensation no longer exist, the
principal amount of each such Floating Rate Loan made in substitution of a
Eurodollar Loan shall be converted into a Eurodollar Loan on the first day of
the next succeeding Interest Period applicable to the related Eurodollar Loans
of the other Banks.

                  SECTION 8.05. Substitution of Bank. If (i) any Bank shall
have failed to fund its pro rata share of any Loan requested by any Borrower
hereunder which such Bank is obligated to fund under the terms of this Agreement
and which failure has not been cured, (ii) the obligation of any Bank to make
Eurodollar Loans has been suspended pursuant to Section 8.02 or (iii) any Bank
has demanded compensation under Section 2.11(D) or Section 8.03, (any such Bank
affected by clauses (i), (ii) or (iii), herein an "Affected Bank"), the Company
shall have the right, with the assistance of the Agent, to seek a mutually
satisfactory substitute financial institution or institutions (which may be one
or more of the Banks) to purchase the Loans and Notes and assume the Commitment
of such Bank in accordance with the provisions of Section 9.06(C) and the
Company may make written demand on such Affected Bank (with a copy to the Agent)
for the Affected Bank to assign, and such Affected Bank shall use commercially
reasonable efforts to assign pursuant to one or more duly executed Assignment
and Assumption Agreements five (5) Eurodollar Business Days after the date of
such demand, to one or more financial institutions which the Company or the
Agent, as the case may be, shall have engaged for such purpose ("Replacement
Bank"), all of such Affected Bank's rights and obligations under this Agreement
and the other instruments, documents and agreements delivered or executed from
time to time in connection herewith (including, without limitation, its
Commitment and all Loans owing to it) in accordance with Section 9.06(C). No
such assignment by an Affected Bank shall be required

                                       41             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

unless with respect to such assignment the Affected Bank shall have concurrently
received, in cash, all amounts due and owing to the Affected Bank hereunder or
under any other instruments, documents and agreements delivered or executed from
time to time in connection herewith, including, without limitation, the
aggregate outstanding principal amount of the Loans owed to such Bank, together
with accrued interest and fees through the date of such assignment, amounts
payable under Sections 2.11(D), 2.12, 8.03 and 9.03 with respect to such
Affected Bank and compensation payable under Section 2.07.

                           ARTICLE IX: MISCELLANEOUS

                  SECTION 9.01. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, facsimile or similar writing) and shall be given to such party: (x) in
the case of any Borrower or the Agent, at its address or its facsimile or telex
number set forth on the signature pages hereof, (y) in the case of any Bank, at
its address or its facsimile or telex number set forth in its Administrative
Questionnaire or (z) in the case of any party, such other address or facsimile
or telex number as such party may hereafter specify for the purpose by notice to
the Agent and the Borrowers. Each such notice, request or other communication
shall be effective (i) if given by telex, when such telex is transmitted to the
telex number specified in this Section 9.01 and the appropriate answerback is
received, (ii) if given by mail, 72 hours after such communication is deposited
in the mails with first class postage prepaid, addressed as aforesaid or (iii)
if given by any other means, when delivered at the address specified in this
Section 9.01; provided that notices to the Agent under Article II or Article
VIII shall not be effective until received.

                  SECTION 9.02. No Waivers. No failure or delay by the Agent or
any Bank in exercising any right, power or privilege hereunder or under any Note
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.

                  SECTION 9.03. Expenses; Documentary Taxes; Indemnification.

                  (A)      The Company shall pay (i) all reasonable
         out-of-pocket expenses of the Agent and the Arrangers, including
         reasonable fees and disbursements of counsel for the Agent and the
         Arrangers, in connection with the preparation of this Agreement, any
         waiver or consent hereunder or any amendment hereof or any Default
         hereunder and (ii) if an Event of Default occurs, all reasonable
         out-of-pocket expenses incurred by the Agent, the Arrangers and each
         Bank, including reasonable fees and disbursements of counsel, in
         connection with such Event of Default and collection, bankruptcy,
         insolvency and other enforcement proceedings resulting therefrom. The
         Company shall indemnify each Bank against any transfer taxes,
         documentary taxes, assessments or charges made by any governmental
         authority by reason of the execution and delivery of this Agreement or
         the Notes.

                  (B)      The Company agrees to indemnify and defend the Agent,
         the Arrangers and each Bank and their respective directors, officers,
         agents, employees and affiliates from, and hold each of them harmless
         against, any and all losses, liabilities, claims, damages or expenses
         substantially relating to or arising out of this Agreement or any
         Borrower's actual or proposed use of proceeds of Loans hereunder,
         including but not limited to reasonable attorney's fees and settlement
         costs; provided that (x) the foregoing indemnity shall not apply to any
         losses, liabilities, claims,

                                       42             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         damages or expenses that (i) do not relate to or arise out of this
         Agreement or (ii) relate to the activities of the parties hereto (other
         than the Company and its Affiliates) in connection herewith and (y)
         neither the Agent, the Arrangers nor any Bank shall have the right to
         be indemnified hereunder for its own gross negligence or willful
         misconduct as determined by a court of competent jurisdiction.

                  (C)      In the event that any action taken by any Bank or
         Agent under this Agreement or any Note results in any tax or other
         monetary liability to such party pursuant to the laws of Luxembourg or
         political subdivision or taxing authority thereof (other than taxes on
         the overall net income of such Bank or its Applicable Lending Office or
         franchise or similar taxes imposed by Luxembourg to the extent such
         Bank or its Applicable Lending Office shall be situated in Luxembourg),
         Masco Europe hereby agrees to indemnify such Bank or the Agent, as the
         case may be, against (x) any such tax or other monetary liability and
         (y) any increase in any tax or other monetary liability which results
         from such action by such Bank or the Agent and, to the extent Masco
         Europe makes such indemnification, the incurrence of such liability by
         the Agent or any Bank will not constitute a Default.

                  SECTION 9.04. Sharing of Set-Offs. Each Bank agrees that if
it shall, by exercising any right of set-off or counterclaim or otherwise,
receive payment of a proportion of the aggregate amount of principal and
interest due with respect to any Loan held by it which is greater than the
proportion received by any other Bank in respect of the aggregate amount of
principal and interest due with respect to any Loan held by such other Bank, the
Bank receiving such proportionately greater payment shall purchase such
participations in the Loans held by the other Banks, and such other adjustments
shall be made, as may be required so that all such payments of principal and
interest with respect to the Loans held by the Banks shall be shared by the
Banks pro rata; provided that nothing in this Section shall impair the right of
any Bank to exercise any right of set-off or counterclaim it may have and to
apply the amount subject to such exercise to the payment of indebtedness of any
Borrower other than its indebtedness under the Loans. Each Borrower agrees, to
the fullest extent it may effectively do so under applicable law, that any
holder of a participation in a Loan, whether or not acquired pursuant to the
foregoing arrangements, may exercise rights of set-off or counterclaim and other
rights with respect to such participation as fully as if such holder of a
participation were a direct creditor of the Borrower in the amount of such
participation.

                  SECTION 9.05. Amendments and Waivers. Any provision of this
Agreement or the Notes may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Borrowers and the Required Banks
(and, if the rights or duties of the Agent are affected thereby, by the Agent
and no amendment of any provision of this Agreement which subjects any
Designated Lender to any additional obligation hereunder shall be effective with
respect to such Designated Lender without the written consent of such Designated
Lender or its Designating Lender), provided that no such amendment or waiver
shall, unless signed by all the Banks, (i) increase or decrease the Commitment
of any Bank (except for a ratable decrease in the

                                       43             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

Commitments of all the Banks) or subject any Bank to any additional obligation,
(ii) reduce the principal of or rate of interest on any Loan or any fees
hereunder, (iii) postpone the date fixed for any payment of principal of or
interest on any Loan or any fees hereunder or for the termination of the
Commitments, (iv) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Loans, or the number of Banks, which shall be
required for the Banks or any of them to take any action under this Section or
any other provision of this Agreement, (v) amend Article X, or (vi) amend this
Section 9.05.

                  SECTION 9.06. Successors and Assigns.

                  (A)      The provisions of this Agreement shall be binding
         upon and inure to the benefit of the parties hereto and their
         respective successors and assigns; provided that no Borrower may assign
         or otherwise transfer any of its rights under this Agreement without
         the prior written consent of all Banks, except as provided in Section
         5.05.

                  (B)      Any Bank may at any time grant to one or more banks
         or other institutions, including a Designated Lender, (each a
         "Participant") participating interests in its Commitment or any or all
         of its Loans. In the event of any such grant by a Bank of a
         participating interest to a Participant, whether or not upon notice to
         the Borrowers and the Agent, such Bank shall remain responsible for the
         performance of its obligations hereunder, and the Borrowers and the
         Agent shall continue to deal solely and directly with such Bank in
         connection with such Bank's rights and obligations under this
         Agreement. Any agreement pursuant to which any Bank may grant such a
         participating interest shall provide that such Bank shall retain the
         sole right and responsibility to enforce the obligations of the
         Borrowers hereunder including, without limitation, the right to approve
         any amendment modification or waiver of any provision of this
         Agreement; provided that such participation agreement may provide that
         such Bank will not agree to any modification, amendment or waiver of
         this Agreement described in clause (i), (ii) or (iii) of Section 9.05
         without the consent of the Participant. The Borrowers agree that each
         Participant shall, to the extent provided in its participation
         agreement, be entitled to the benefits of Article VIII with respect to
         its participating interest. An assignment or other transfer which is
         not permitted by subsection (C) or (D) below shall be given effect for
         purposes of this Agreement only to the extent of a participating
         interest granted in accordance with this subsection (B).

                  (C)      Any Bank may at any time assign to one or more banks
         or other institutions (each an "Assignee") all, or a proportionate part
         of all, but not less than the lesser of (i) (x) $10,000,000 and in
         multiples of $1,000,000 or (y) if the Assignee is a Bank or an
         affiliate of such transferor Bank that is a financial institution,
         $5,000,000 and in multiples of $1,000,000 (or, in either case, such
         lesser amounts as shall be consented to by the Agent and the Company,
         which consents will not unreasonably be withheld or delayed) or (ii)
         the remaining amount of the assigning Bank's commitment (calculated as
         at the date of such assignment) of its rights and obligations under
         this Agreement and the Notes, and such Assignee shall assume such
         rights and obligations, pursuant to an Assignment and Assumption
         Agreement in substantially the form of Exhibit C hereto executed by
         such Assignee and such transferor Bank, with (and subject to) the
         subscribed consent of the Company and the Agent (which consents will
         not unreasonably be

                                       44             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         withheld or delayed); provided that (a) if an Assignee is a Bank or an
         affiliate of such transferor Bank that is a financial institution, no
         such consent of the Company or the Agent shall be required so long as
         the Agent and the Company are provided with prior written notice of the
         applicable assignment, and (b) if an Event of Default has occurred and
         is continuing, no such consent of the Company shall be required. Upon
         execution and delivery of such instrument and payment by such Assignee
         to such transferor Bank of an amount equal to the purchase price agreed
         between such transferor Bank and such Assignee, such Assignee shall be
         a Bank party to this Agreement and shall have all the rights and
         obligations of a Bank with a Commitment as set forth in such instrument
         of assumption, and the transferor Bank shall be released from its
         obligations hereunder to a corresponding extent, and no further consent
         or action by any party shall be required. Upon the consummation of any
         assignment pursuant to this subsection (C), the transferor Bank, the
         Agent and the Company shall make appropriate arrangements so that, if
         required, a new Note is issued to the Assignee. In connection with any
         such assignment, the transferor Bank shall pay to the Agent an
         administrative fee for processing such assignment in the amount of
         $4,000. If the Assignee is not incorporated under the laws of the
         United States of America or a state thereof, it shall, prior to the
         first date on which interest or fees are payable hereunder for its
         account, deliver to the Company and the Agent certification as to
         exemption from deduction or withholding of any United States federal
         income taxes in accordance with Section 2.14.

                  (D)      Any Bank may at any time assign all or any portion of
         its rights under this Agreement and its Loans and Notes, if any, to a
         Federal Reserve Bank. No such assignment shall release the transferor
         Bank from its obligations hereunder.

                  (E)      No Assignee, Participant or other transferee of any
         Bank's rights shall be entitled to receive any greater payment under
         Section 8.03 than such Bank would have been entitled to receive with
         respect to the rights transferred, unless such transfer is made with
         the Company's prior written consent or by reason of the provisions of
         Section 8.02 or 8.03 requiring such Bank to designate a different
         Applicable Lending Office under certain circumstances or at a time when
         the circumstances giving rise to such greater payment did not exist.

                  (F)      Designated Lender.

                           (i)      Subject to the terms and conditions set
                  forth in this Section 9.06, any Bank may from time to time
                  elect to designate an Eligible Designee to provide all or any
                  part of the Loans to be made by such Bank pursuant to this
                  Agreement; provided the designation of an Eligible Designee by
                  any Bank for purposes of this Section 9.06 shall be subject to
                  the approval of the Borrowers and the Agent (which consents
                  shall not be unreasonably withheld or delayed). Upon the
                  execution by the parties to each such designation of an
                  agreement in the form of Exhibit E hereto (a "Designation
                  Agreement") and the acceptance thereof by the Borrowers and
                  the Agent, the Eligible Designee shall become a Designated
                  Lender for purposes of this Agreement. The Designating Lender
                  shall thereafter have the right to permit the Designated
                  Lender to provide all or a portion of the Loans to be made by
                  the Designating Lender pursuant to the terms of this

                                       45             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  Agreement and the making of such Loans or portion thereof
                  shall satisfy the obligation of the Designating Lender to the
                  same extent, and as if, such Loan was made by the Designating
                  Lender. As to any Loan made by it, each Designated Lender
                  shall have all the rights a Bank making such Loan would have
                  under this Agreement and otherwise; provided, (x) that all
                  voting rights under this Agreement shall be exercised solely
                  by the Designating Lender and (y) each Designating Lender
                  shall remain solely responsible to the other parties hereto
                  for its obligations under this Agreement, including the
                  obligations of a Bank in respect of Loans made by its
                  Designated Lender. No additional Notes shall be required with
                  respect to Loans provided by a Designated Lender; provided,
                  however, to the extent any Designated Lender shall advance
                  funds, the Designating Lender shall be deemed to hold the
                  Notes in its possession as an agent for such Designated Lender
                  to the extent of the Loan funded by such Designated Lender;
                  provided, further, that any Designated Lender may request a
                  Note in accordance with Section 2.05(D). Such Designating
                  Lender shall act as administrative agent for its Designated
                  Lender and give and receive notices and communications
                  hereunder. Any payments for the account of any Designated
                  Lender shall be paid to its Designating Lender as
                  administrative agent for such Designated Lender and neither
                  the Borrowers nor the Agent shall be responsible for any
                  Designating Lender's application of any such payments. In
                  addition, any Designated Lender may (i) with notice to, but
                  without the consent of the Borrowers and the Agent, assign all
                  or portions of its interests in any Loans to its Designating
                  Lender or to any financial institution consented to by the
                  Borrowers and the Agent providing liquidity and/or credit
                  facilities to or for the account of such Designated Lender and
                  (ii) subject to advising any such Person that such information
                  is to be treated as confidential in accordance with such
                  Person's customary practices for dealing with confidential,
                  non-public information, disclose on a confidential basis any
                  non-public information relating to its Loans to any rating
                  agency, commercial paper dealer or provider of any guarantee,
                  surety or credit or liquidity enhancement to such Designated
                  Lender.

                           (ii)     Each party to this Agreement hereby agrees
                  that it shall not institute against, or join any other person
                  in instituting against any Designated Lender any bankruptcy,
                  reorganization, arrangements, insolvency or liquidation
                  proceeding or other proceedings under any federal or state
                  bankruptcy or similar law for one year and a day after the
                  payment in full of all outstanding senior indebtedness of any
                  Designated Lender; provided that the Designating Lender for
                  each Designated Lender hereby agrees to indemnify, save and
                  hold harmless each other party hereto for any loss, cost,
                  damage and expense arising out of their inability to institute
                  any such proceeding against such Designated Lender. This
                  Section 9.06(F) shall survive the termination of this
                  Agreement.

                  SECTION 9.07. Collateral. Each of the Banks represents to the
Agent and each of the other Banks that it in good faith is not relying upon any
"margin stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

                                       46             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  SECTION 9.08. Confidentiality. Each Bank agrees that all
documentation and other information made available by the Borrowers to such
Bank, whether under the terms of this Agreement or any other loan agreement,
shall (except to the extent required by legal or governmental process or
otherwise by law, or if such documentation and other information is publicly
available or hereafter becomes publicly available other than by action of any
Bank, or was theretofore known to such Bank independent of any disclosure
thereto by the Borrowers) be held in the strictest confidence by such Bank and
used solely in connection with administration of loans from time to time
outstanding from such Bank to the Borrowers; provided that (i) such Bank may
disclose such documentation and other information to its affiliates or any other
bank or other institution to which such Bank sells or proposes to sell a
participation in its Loans hereunder, if such affiliate or other bank or
institution, prior to such disclosure, agrees for the benefit of the Borrowers
to comply with the provisions of this Section, (ii) such Bank may disclose the
provisions of this Agreement and the Notes and the amounts, maturities and
interest rates of its Loans to any purchaser or potential purchaser of such
Bank's interest in any Loan and (iii) such Bank may disclose such documentation
and other information to the extent required, in such Bank's good faith
judgment, to enforce its rights under this Agreement and the Notes.

                  SECTION 9.09. Severalty of Obligations. The obligations of
the Banks hereunder are several. No failure by any Bank to perform its
obligations hereunder shall relieve any other Bank of its obligations hereunder,
and no Bank shall be responsible for the performance of any other Bank's
obligations hereunder or for any action taken or omitted by any other Bank
hereunder.

                  SECTION 9.10. Illinois Law; Submission to Jurisdiction. This
Agreement and each Note shall be construed in accordance with and governed by
the laws of the State of Illinois. Each Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Northern
District of Illinois and of any Illinois State court sitting in Chicago for
purposes of all legal proceedings arising out of or relating to this Agreement
or the transactions contemplated hereby. Each Borrower irrevocably waives, to
the fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum.

                  SECTION 9.11. Counterparts; Integration. This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof.

                  SECTION 9.12. WAIVER OF JURY TRIAL; SERVICE OF PROCESS.

                  (A)      EACH OF THE BORROWERS, THE AGENT AND THE BANKS HEREBY
         IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
         PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
         TRANSACTIONS CONTEMPLATED HEREBY.

                                       47             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  (B)      EACH BORROWER IRREVOCABLY CONSENTS TO SERVICE OF
         PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.01, AND MASCO
         EUROPE HEREBY IRREVOCABLY APPOINTS THE COMPANY AT THE ADDRESS SET FORTH
         ON THE SIGNATURE PAGES HEREOF AS ITS AGENT FOR SERVICE OF PROCESS OUT
         OF ANY OF THE COURTS REFERRED TO IN SECTION 9.10. NOTHING IN THIS
         AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE
         PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

                              ARTICLE X: GUARANTY

                  As an inducement to the Banks and the Agent to enter into the
transactions contemplated by this Agreement, the Company agrees with the Banks
and the Agent as follows:

                  SECTION 10.01. Guarantee of Obligations.

                  (A)      The Company hereby (i) guarantees, as principal
         obligor and not as surety only, to the Banks the prompt payment of the
         principal of and any and all accrued and unpaid interest (including
         interest which otherwise may cease to accrue by operation of any
         insolvency law, rule, regulation or interpretation thereof) on the
         Loans and all other obligations of Masco Europe to the Banks and the
         Agent under this Agreement when due, whether by scheduled maturity,
         acceleration or otherwise, all in accordance with the terms of this
         Agreement and the Notes, including, without limitation, fees,
         reimbursement obligations, default interest, indemnification payments
         and all reasonable costs and expenses incurred by the Banks and the
         Agent in connection with enforcing any obligations of Masco Europe
         hereunder, including without limitation the reasonable fees and
         disbursements of counsel, (ii) guarantees the prompt and punctual
         performance and observance of each and every term, covenant or
         agreement contained in this Agreement and the Notes to be performed or
         observed on the part of Masco Europe and (iii) agrees to make prompt
         payment, on demand, of any and all reasonable costs and expenses
         incurred by the Banks or the Agent in connection with enforcing the
         obligations of the Company hereunder, including, without limitation,
         the reasonable fees and disbursements of counsel (all of the foregoing
         being collectively referred to as the "Guaranteed Obligations").

                  (B)      If for any reason any duty, agreement or obligation
         of Masco Europe contained in this Agreement shall not be performed or
         observed by Masco Europe as provided therein, or if any amount payable
         under or in connection with this Agreement shall not be paid in full
         when the same becomes due and payable, the Company undertakes to
         perform or cause to be performed promptly each of such duties,
         agreements and obligations and to pay forthwith each such amount to the
         Agent for the account of the Banks regardless of any defense or setoff
         or counterclaim which Masco Europe may have or assert, and regardless
         of any other condition or contingency.

                  SECTION 10.02. Nature of Guaranty. The obligations of the
Company hereunder constitute an absolute and unconditional and irrevocable
guaranty of payment and not a guaranty of collection and are wholly independent
of and in addition to other rights and

                                       48             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

remedies of the Banks and the Agent and are not contingent upon the pursuit by
the Banks and the Agent of any such rights and remedies, such pursuit being
hereby waived by the Company.

                  SECTION 10.03. Waivers and Other Agreements. The Company
hereby unconditionally (a) waives any requirement that the Banks or the Agent,
upon the occurrence of an Event of Default first make demand upon, or seek to
enforce remedies against Masco Europe before demanding payment under or seeking
to enforce the obligations of the Company hereunder, (b) covenants that the
obligations of the Company hereunder will not be discharged except by complete
performance of all obligations of Masco Europe contained in this Agreement and
the Notes, (c) agrees that the obligations of the Company hereunder shall remain
in full force and effect without regard to, and shall not be affected or
impaired, without limitation, by any invalidity, irregularity or
unenforceability in whole or in part of this Agreement or the Notes, or any
limitation on the liability of Masco Europe thereunder, or any limitation on the
method or terms of payment thereunder which may or hereafter be caused or
imposed in any manner whatsoever (including, without limitation, usury laws),
(d) waives diligence, presentment and protest with respect to, and any notice of
default or dishonor in the payment of any amount at any time payable by Masco
Europe under or in connection with this Agreement or the Notes, and further
waives any requirement of notice of acceptance of, or other formality relating
to, the obligations of the Company hereunder and (e) agrees that the Guaranteed
Obligations shall include any amounts paid by Masco Europe to the Banks or the
Agent which may be required to be returned to Masco Europe or to their
representative or to a trustee, custodian or receiver for Masco Europe.

                  SECTION 10.04. Obligations Absolute. The obligations,
covenants, agreements and duties of the Company under this Agreement shall not
be released, affected or impaired by any of the following whether or not
undertaken with notice to or consent of the Company: (a) an assignment or
transfer, in whole or in part, of the Loans made to Masco Europe or of this
Agreement or any Note although made without notice to or consent of the Company,
or (b) any waiver by any Bank or the Agent or by any other person, of the
performance or observance by Masco Europe of any of the agreements, covenants,
terms or conditions contained in this Agreement or in the Notes, or (c) any
indulgence in or the extension of the time for payment by Masco Europe of any
amounts payable under or in connection with this Agreement or any Note, or of
the time for performance by Masco Europe of any other obligations under or
arising out of this Agreement or any Note, or the extension or renewal thereof,
or (d) the modification, amendment or waiver (whether material or otherwise) of
any duty, agreement or obligation of Masco Europe set forth in this Agreement or
any Note (the modification, amendment or waiver from time to time of this
Agreement and the Notes being expressly authorized without further notice to or
consent of the Company), or (e) the voluntary or involuntary liquidation, sale
or other disposition of all or substantially all of the assets of Masco Europe
or any receivership, insolvency, bankruptcy, reorganization, or other similar
proceedings, affecting Masco Europe or any of its assets, or (f) the merger or
consolidation of Masco Europe or the Company with any other person, or (g) the
release of discharge of Masco Europe or the Company from the performance or
observance of any agreement, covenant, term or condition contained in this
Agreement or any Note, by operation of law, or (h) any other cause whether
similar or dissimilar to the foregoing which would release, affect or impair the
obligations, covenants, agreements or duties of the Company hereunder.

                                       49             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  SECTION 10.05. No Investigation by Banks or Agent. The
Company hereby waives unconditionally any obligation which, in absence of such
provision, the Banks or the Agent might otherwise have to investigate or to
assure that there has been compliance with the law of any jurisdiction with
respect to the Guaranteed Obligations recognizing that, to save both time and
expense, the Company has requested that the Banks and the Agent not undertake
such investigation. The Company hereby expressly confirms that the obligations
of the Company hereunder shall remain in full force and effect without regard to
compliance or noncompliance with any such law and irrespective of any
investigation or knowledge of any Bank or the Agent of any such law.

                  SECTION 10.06. Indemnity. As a separate, additional and
continuing obligation, the Company unconditionally and irrevocably undertakes
and agrees with the Banks and the Agent that, should the Guaranteed Obligations
not be recoverable from the Company under Section 10.01 for any reason
whatsoever (including, without limitation, by reason of any provision of this
Agreement or the Notes or any other agreement or instrument executed in
connection herewith being or becoming void, unenforceable, or otherwise invalid
under any applicable law) then, notwithstanding any knowledge thereof by any
Bank or the Agent at any time, the Company as sole, original and independent
obligor, upon demand by the Agent, will make payment to the Agent for the
account of the Banks and the Agent of the Guaranteed Obligations by way of a
full indemnity in such currency and otherwise in such manner as is provided in
this Agreement and the Notes.

                  SECTION 10.07. Subordination, Subrogation, Reinstatement,
Etc. The Company agrees that any present or future indebtedness, obligations or
liabilities of Masco Europe to Company (the "Intercompany Indebtedness") shall
be fully subordinate and subject in right of payment to the prior payment, in
full and in cash, of any and all present or future indebtedness, obligations or
liabilities of Masco Europe to the Banks and the Agent; provided, that, and not
in contravention of the foregoing, so long as no Default has occurred and is
continuing the Company may make loans to and receive payments in the ordinary
course with respect to such Intercompany Indebtedness to the extent not
otherwise prohibited by the terms of this Agreement. Notwithstanding any right
of the Company to ask, demand, sue for, take or receive any payment from Masco
Europe, all rights, liens and security interests of the Company, whether now or
hereafter arising and howsoever existing, in any assets of Masco Europe shall be
and are subordinated to the rights of the Banks and the Agent in those assets.
The Company agrees that until the Guaranteed Obligations (other than contingent
indemnity obligations) have been paid in full (in cash) and satisfied and all
financing arrangements pursuant to this Agreement have been terminated, the
Company will not assign or transfer to any Person (other than the Agent) any
claim the Company has or may have against Masco Europe. The Company waives any
right of subrogation to the rights of any Bank or the Agent against Masco Europe
or any other person obligated for payment of the Guaranteed Obligations and any
right of reimbursement or indemnity whatsoever arising or accruing out of any
payment which the Company may make pursuant to this Agreement and the Notes, and
any right of recourse to security for the debts and obligations of Masco Europe,
unless and until the entire principal balance of and interest on the Guaranteed
Obligations shall have been paid in full, and to the extent the Company is an
"insider" as defined in Section 101(2) of the United States Bankruptcy Code,
such waiver shall be permanent and shall not be revoked or terminated in any
event, including payment in full and in cash of the principal and interest of
the Guaranteed Obligations.

                                       50             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

If at any time any payment of any Guaranteed Obligations by Masco Europe is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of Masco Europe or otherwise, each of the Company's
obligations hereunder with respect to such payment shall be reinstated as though
such payment had been due but not made at such time.

                                       51             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                 MASCO CORPORATION, as a Borrower

                                 By: /s/ Robert B. Rosowski
                                     ------------------------------------------
                                     Name:  Robert B. Rosowski
                                     Title: Vice President and Treasurer

                                 21001 Van Born Road
                                 Taylor, Michigan 48180
                                 Attention:  President and Senior Vice President
                                             General Counsel
                                 Telecopy Number: (313) 374-6135

                                 MASCO EUROPE S.A.R.L., as a Borrower

                                 By: /s/ Robert B. Rosowski
                                     -------------------------------------------
                                     Name:  Robert B. Rosowski
                                     Title: Manager

                                 c/o Masco Corporation
                                 21001 Van Born Road
                                 Taylor, Michigan 48180
                                 Attention:  President and Senior Vice President
                                             General Counsel
                                 Telecopy Number: (313) 374-6135

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<PAGE>

                                 BANK ONE, NA, as Agent and as a Bank

                                 By: /s/ Glenn Currin
                                     -------------------------------------------
                                     Name:  Glenn Currin
                                     Title: Managing Director

                                 611 Woodward Avenue
                                 Detroit, Michigan 48226
                                 Attention: Glenn Currin
                                 Telephone Number: (313) 225-2637
                                 Telecopy Number: (313) 225-1671
                                 E-Mail: glenn_a_currin@bankone.com

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<PAGE>

                                 CITIBANK, N.A., as a Bank and as Syndication
                                 Agent

                                 By: /s/ Robert Kane
                                     -------------------------------------------
                                     Name: Robert Kane
                                     Title: Director and Vice President

                                 388 Greenwich Street, 21st Floor
                                 New York, NY 10013

                                 Attention: Robert Kane
                                 Telephone Number: 212.816.8177
                                 Telecopy Number: 212.816.8242
                                 E-Mail: robert.j.kane@citigroup.com

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<PAGE>

                                 COMERICA BANK, N.A., as a Bank and as
                                 Documentation Agent

                                 By: /s/ Chris Stergiadis
                                     -------------------------------------------
                                     Name: Chris Stergiadis
                                     Title:  Account Officer

                                 500 Woodward Avenue, MC 3265
                                 Detroit, MI 48226
                                 Attention: Chris Stergiadis
                                 Telephone Number: (313) 222-9030
                                 Telecopy Number: (313) 222-3776
                                 E-Mail: chris_stergiadis@comerica.com

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<PAGE>

                                 BARCLAYS BANK PLC, as a Bank and as a
                                 Documentation Agent

                                 By: /s/ Nicholas Bell
                                     -------------------------------------------
                                     Name: Nicholas Bell
                                     Title: Director

                                 200 Park Avenue, 4th Floor
                                 New York, NY 10166
                                 Attention: David Barton
                                 Telephone Number: (212) 412-7693
                                 Telecopy Number: (212) 412-7511
                                 E-Mail: david.barton@barclayscapital.com

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<PAGE>

                                 KEYBANK NATIONAL ASSOCIATION, as a
                                 Bank

                                 By: /s/ William Robert Perkins
                                     -------------------------------------------
                                     Name:  W. Robert Perkins
                                     Title: Vice President

                                 127 Public Square, 6th Floor
                                 Mailcode: OH-01-27-0606
                                 Cleveland, OH 44114
                                 Attention: W. Robert Perkins
                                 Telephone Number: (216) 689-8065
                                 Telecopy Number: (216) 689-4981
                                 E-Mail: robert_perkins@keybank.com

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<PAGE>

                                 MERRILL LYNCH BANK USA, as a Bank

                                 By: /s/ Louis O. Alder
                                     -------------------------------------------
                                     Name:  Louis O. Alder
                                     Title: Vice President

                                 15 W. South Temple, STE 300
                                 Salt Lake City, UT 48101
                                 Attention: Derek A. Befus
                                 Telephone Number: (801) 526-6814
                                 Telecopy Number: (801) 531-7470
                                 E-Mail: derek_befus@ml.com

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<PAGE>

                                 COMMERZBANK AG, NEW YORK AND
                                 GRAND CAYMAN BRANCHES, as a Bank

                                 By: /s/ John Marlatt
                                     -------------------------------------------
                                     Name: John Marlatt
                                     Title: Senior Vice President

                                 By: /s/ Graham A. Warning
                                     -------------------------------------------
                                     Name: Graham A. Warning
                                     Title: Assistant Treasurer

                                 Attention: John Marlatt
                                 20 South Clark Street
                                 Chicago, Illinois 60603
                                 Telephone Number: 312-795-1625
                                 Telecopy Number: 312-236-2827
                                 E-Mail: jmarlatt@cbkna.com

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<PAGE>

                                 ROYAL BANK OF CANADA, as a Bank

                                 By: /s/ Chris Abe
                                     -------------------------------------------
                                     Name: Chris Abe
                                     Title: Manager

                                 One Liberty Plaza
                                 New York, NY 10006-1404
                                 Attention: Chris Abe
                                 Telephone Number: (212) 428-6260
                                 Telecopy Number: (212) 428-2319
                                 E-Mail: chris.abe@rbccm.com

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<PAGE>

                                 THE BANK OF TOKYO-MITSUBISHI, LTD.
                                 CHICAGO BRANCH, as a Bank

                                 By: /s/ Minoru Akimoto
                                     -------------------------------------------
                                     Name: Minoru Akimoto
                                     Title: General Manager

                                 227 W. Monroe Street, Suite 2300
                                 Chicago, IL 60606
                                 Attention: Tom Denio
                                 Telephone Number: (312) 696-4665
                                 Telecopy Number; (312) 696-4535
                                 E-Mail: tdenio@btmna.com

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<PAGE>

                                 SVENSKA HANDELSBANKEN AB
                                 (publ), as a Bank

                                 By: /s/ Jonas Daun
                                     -------------------------------------------
                                     Name: Jonas Daun
                                     Title: Senior Vice President

                                 By: /s/ Henrik Jensen
                                     -------------------------------------------
                                     Name: Henrik Jensen
                                     Title: Vice President

                                 153 East 53rd Street, 37th Floor
                                 New York, NY 10022
                                 Attention: Henrik Jensen
                                 Telephone Number: (212) 326-5125
                                 Telecopy Number: (212) 326-2705
                                 E-Mail: heje02@handelsbanken.se

<PAGE>

                                 BANK HAPOALIM B.M., as a Bank

                                 By: /s/ Michael J. Byrne
                                     -------------------------------------------
                                     Name: Michael J. Byrne
                                     Title: Vice President and Senior
                                            Lending Officer

                                 By: /s/ Thomas J. Hepperle
                                     -------------------------------------------
                                     Name:  Thomas J. Hepperle
                                     Title: Vice President

                                 225 N. Michigan Avenue, Suite 900
                                 Chicago, IL 60601-7601
                                 Attention: Thomas J. Hepperle
                                 Telephone Number: (312) 228-6420
                                 Telecopy Number: (312) 228-6490
                                 E-Mail: thepperle@hapoalimusa.com

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<PAGE>

                                 BNP PARIBAS, as a Bank

                                 By: /s/ Rosalie C. Hawley
                                     -------------------------------------------
                                     Name: Rosalie Hawley
                                     Title: Director

                                 By: /s/ Peter Labrie
                                     -------------------------------------------
                                     Name: Peter Labrie
                                     Title: Central Region Manager

                                 209 S. LaSalle Street, Suite 500
                                 Chicago, IL 60604
                                 Attention: Rosalie Hawley
                                 Telephone Number: (312) 977-2203
                                 Telecopy Number; (312) 977-1380
                                 E-Mail: rosalie.hawley@americas.bnpparibas.com

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<PAGE>

                                 DANSKE BANK A/S, as a Bank

                                 By: /s/ Peter L. Hargraves
                                     -------------------------------------------
                                     Name:  Peter L. Hargraves
                                     Title: Vice President

                                 By: /s/George B. Wendell
                                     -------------------------------------------
                                     Name:  George B. Wendell
                                     Title: Vice President

                                 299 Park Avenue, 14th Floor
                                 New York, NY 10171
                                 Attention: Peter L. Hargraves
                                 Telephone Number: (212) 984-8433
                                 Telecopy Number: (212) 984-9567
                                 E-Mail: harg@us.danskebank.com

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<PAGE>

                                 STANDARD FEDERAL BANK, as a Bank

                                 By: /s/ Tim Dillon
                                     -------------------------------------------
                                     Name: Tim Dillon
                                     Title: First Vice President

                                 2600 W. Big Beaver Road
                                 Mailcode MO900-290
                                 Troy, MI 48084
                                 Attention: Tim Dillon
                                 Telephone Number: (248) 822-5701
                                 Telecopy Number: (248) 816-4364
                                 E-Mail: john.bebb@abnamro.com

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<PAGE>

                                 WELLS FARGO BANK, NA

                                 By: /s/ Melissa Nachman
                                     -------------------------------------------
                                     Name: Melissa Nachman
                                     Title: Vice President

                                 By: /s/ William C. Green
                                     -------------------------------------------
                                     Name: William C. Green
                                     Title: Vice President

                                 230 W. Monroe Street, Suite 2900
                                 Chicago, IL 60606
                                 Attention: William C. Green
                                 Telephone Number: (515) 237-5184
                                 Telecopy Number: (312) 553-4783
                                 E-Mail: william.c.green@wellsfargo.com

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<PAGE>

                                 DEXIA BANQUE INTERNATIONALE A
                                 LUXEMBOURG S.A., as a Bank

                                 By: /s/ Marc Schronen
                                     -------------------------------------------
                                     Name: Marc Schronen
                                     Title: Manager

                                 By: /s/ Yves Biewer
                                     -------------------------------------------
                                     Name: Yves Biewer
                                     Title: Assistant Vice President

                                 69, route d'Esch
                                 L-2953 Luxembourg
                                 Europe
                                 Attention: Yves Biewer
                                 Telephone Number: (++352) 4590 4786
                                 Telecopy Number: (++352) 4590 3444
                                 E-Mail: yves.biewer@dexia-bil.com

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<PAGE>

                                 THE NORTHERN TRUST COMPANY, as a Bank

                                 By: /s/ Chris McKean
                                     -------------------------------------------
                                     Name: Chris McKean
                                     Title: Second Vice President

                                 50 S. LaSalle Street, Level B11
                                 Chicago, IL 60675
                                 Attention:  Chris McKean
                                 Telephone Number: (312) 557-2638
                                 Telecopy Number: (312) 444-5055
                                 E-Mail: cm46@ntrs.com

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<PAGE>

                                 BANCA NAZIONALE DEL LAVORO S.P.A.
                                 NEW YORK BRANCH, as a Bank

                                 By: /s/ Francesco Di Mario
                                     -------------------------------------------
                                     Name: Francesco Di Mario
                                     Title: Vice President

                                 By: /s/ Leonardo Valentini
                                     -------------------------------------------
                                     Name: Leonardo Valentini
                                     Title: First Vice President

                                     25 West 51st Street
                                     New York, NY 10019
                                     Attention: Francesco Di Mario
                                 Telephone Number: (212) 314-0239
                                 Telecopy Number: (212) 765-2078
                                 E-Mail: franco.dimario.@bnlmail.com

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<PAGE>

                                 FIFTH THIRD BANK, Eastern Michigan, as a
                                 Bank

                                 By: /s/ Andre A. Nazareth
                                     -------------------------------------------
                                     Name: Andre A. Nazareth
                                     Title: Vice President

                                 1000 Town Center, Suite 1500
                                 Southfield, MI 48075
                                 Attention: Andre A. Nazareth
                                 Telephone Number; (248) 603-0535
                                 Telecopy Number: (248) 603-0548
                                 E-Mail: andre.nazareth@53.com

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<PAGE>

                                 NORDEA BANK FINLAND PLC, as a Bank

                                 By: /s/ Thomas P. Hickey
                                     -------------------------------------------
                                     Name: Thomas P. Hickey
                                     Title: Vice President

                                 By: /s/ Ulf Forsstrom
                                     -------------------------------------------
                                     Name: Ulf Forsstrom
                                     Title: Vice President

                                 437 Madison Avenue
                                 New York, NY 10022
                                 Attention: Thomas P. Hickey
                                 Telephone Number: (212) 318-9306
                                 Telecopy Number: (212) 421-4420
                                 E-Mail: thomas.hickey@nordeany.com

                                SIGNATURE PAGE TO
                       364-DAY REVOLVING CREDIT AGREEMENT

<PAGE>

                                 PNC BANK, NATIONAL ASSOCIATION, as a
                                 Bank

                                 By: /s/ Philip K. Liebscher
                                     -------------------------------------------
                                     Name: Philip K. Liebscher
                                     Title: Vice President

                                 249 Fifth Avenue
                                 Mailstop P1-POPP-2-3
                                 Pittsburgh, PA 15222
                                 Attention: Philip K. Liebscher
                                 Telephone Number: (412) 762-3202
                                 Telecopy Number: (412) 762-6484
                                 E-Mail: Philip.liebscher@pncbank.com

                                SIGNATURE PAGE TO
                       364-DAY REVOLVING CREDIT AGREEMENT

<PAGE>

                                 THE BANK OF NEW YORK, as a Bank

                                 By: /s/ Walter C. Parelli
                                     -------------------------------------------
                                     Name: Walter C. Parelli
                                     Title: Vice President

                                 1 Wall Street, 21st Floor
                                 New York, NY 10286
                                 Attention Waltre C. Parelli
                                 Telephone Number: (212) 635-6820
                                 Telecopy Number: (212) 635-7978
                                 E-Mail: WPARELLI@BANKOFNY.COM

                                SIGNATURE PAGE TO
                       364-DAY REVOLVING CREDIT AGREEMENT

<PAGE>

                                 BANCA DI ROMA - CHICAGO BRANCH,
                                 as a Bank

                                 By: /s/ Enrico Verdoscia
                                     -------------------------------------------
                                     Name: Enrico Verdoscia
                                     Title: Senior Vice President

                                 By: /s/ James Semonchik
                                     -------------------------------------------
                                     Name: James Semonchik
                                     Title: Vice President

                                 225 W. Washington, Suite 1200
                                 Chicago, IL 60606
                                 Attention: James Semonchik
                                 Telephone Number: (312) 704-2629
                                 Telecopy Number: (312) 72-3058
                                 E-Mail: bdrchao@aol.com
                                         bdrchjb@aol.com

                                SIGNATURE PAGE TO
                       364-DAY REVOLVING CREDIT AGREEMENT

<PAGE>

                                 ALLFIRST BANK, as a Bank

                                 By: /s/ Stewart T. Shettle
                                     -------------------------------------------
                                     Name:  Stuart T. Shettle
                                     Title: Vice President

                                 25 South Charles St., 18th Floor
                                 Baltimore, MD 21201
                                 Attention: Stewart T. Shettle
                                 Telephone Number: (410) 244-4104
                                 Telecopy Number: (410) 545-2047
                                 E-Mail: stewart.shettle@allfirst.com

                                SIGNATURE PAGE TO
                       364-DAY REVOLVING CREDIT AGREEMENT

<PAGE>

                               COMMITMENT SCHEDULE

                      (364-DAY REVOLVING CREDIT AGREEMENT)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                     Name of Bank                                    Commitment
--------------------------------------------------------------------------------
<S>                                                                 <C>
Bank One, NA (Main Office Chicago)                                  $63,725,000
--------------------------------------------------------------------------------
Citibank, N.A.                                                      $63,725,000
--------------------------------------------------------------------------------
Comerica Bank, N.A.                                                 $60,000,000
--------------------------------------------------------------------------------
Barclays Bank PLC                                                   $60,000,000
--------------------------------------------------------------------------------
KeyBank National Association                                        $55,000,000
--------------------------------------------------------------------------------
Merrill Lynch Bank USA                                              $50,000,000
--------------------------------------------------------------------------------
Commerzbank AG, New York and Grand Cayman Branches                  $40,000,000
--------------------------------------------------------------------------------
Royal Bank of Canada                                                $37,500,000
--------------------------------------------------------------------------------
Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch                      $37,500,000
--------------------------------------------------------------------------------
Svenska Handelsbanken AB (publ)                                     $30,000,000
--------------------------------------------------------------------------------
Bank Hapoalim B.M.                                                  $25,000,000
--------------------------------------------------------------------------------
BNP Paribas                                                         $25,000,000
--------------------------------------------------------------------------------
Danske Bank A/S                                                     $25,000,000
--------------------------------------------------------------------------------
Standard Federal Bank                                               $25,000,000
--------------------------------------------------------------------------------
Wells Fargo Bank, NA                                                $25,000,000
--------------------------------------------------------------------------------
Dexia Banque Internationale a Luxembourg S.A.                       $20,000,000
--------------------------------------------------------------------------------
The Northern Trust Company                                          $20,000,000
--------------------------------------------------------------------------------
Banca Nazionale del Lavoro S.p.A., New York Branch                  $18,000,000
--------------------------------------------------------------------------------
Fifth Third Bank, Eastern Michigan                                  $15,000,000
--------------------------------------------------------------------------------
Nordea Bank Finland Plc                                             $15,000,000
--------------------------------------------------------------------------------
PNC Bank, National Association                                      $15,000,000
--------------------------------------------------------------------------------
The Bank of New York                                                $11,250,000
--------------------------------------------------------------------------------
Banca di Roma - Chicago Branch                                      $7,500,000
--------------------------------------------------------------------------------
Allfirst Bank                                                       $6,700,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TOTAL COMMITMENTS:                                                  $750,000,000
--------------------------------------------------------------------------------
</TABLE>

                                                      SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                                PRICING SCHEDULE

The Applicable Margin shall be as determined by the matrix below (expressed as
basis points):

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                             Level I          Level II         Level III      Level IV Status     Level V Status
                             Status            Status           Status
----------------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>              <C>            <C>                 <C>
Facility Fee                  7.0               9.0               12.5             15.0                17.5
----------------------------------------------------------------------------------------------------------------
Eurodollar Margin            30.5              38.5               47.5             60.0                77.5
----------------------------------------------------------------------------------------------------------------
Pre-Conversion
Date Utilization             12.5              15.0               15.0             15.0                20.0
Fee (> 33%)
----------------------------------------------------------------------------------------------------------------
Post-Conversion Date
Utilization Fee (at          37.5              40.0               40.0             40.0                45.0
all times)
----------------------------------------------------------------------------------------------------------------
</TABLE>

For the purposes of this Schedule, the following terms have the following
meanings, subject to the final paragraph of this Schedule:

"LEVEL I STATUS" exists at any date if, on such date, the Company's Moody's
Rating is A2 or better and the Company's S&P Rating is A or better.

"LEVEL II STATUS" exists at any date if, on such date, (i) the Company has not
qualified for Level I Status and (ii) the Company's Moody's Rating is A3 or
better and the Company's S&P Rating is A- or better.

"LEVEL III STATUS" exists at any date if, on such date, (i) the Company has not
qualified for Level I Status or Level II Status and (ii) the Company's Moody's
Rating is Baa1 or better and the Company's S&P Rating is BBB+ or better.

"LEVEL IV STATUS" exists at any date if, on such date, (i) the Company has not
qualified for Level I Status, Level II Status or Level III Status and (ii) the
Company's Moody's Rating is Baa2 or better and the Company's S&P rating is BBB
or better.

"LEVEL V STATUS" exists at any date if, on such date, the Company has not
qualified for Level I Status, Level II Status, Level III Status or Level IV
Status.

"MOODY'S RATING" means, at any time, the rating issued by Moody's Investors
Service, Inc. and then in effect with respect to the Company's senior unsecured
long-term debt securities without third-party credit enhancement.

                                                      SIDLEY AUSTIN BROWN & WOOD

<PAGE>

"S&P RATING" means, at any time, the rating issued by Standard and Poor's Rating
Services, a division of The McGraw Hill Companies, Inc., and then in effect with
respect to the Company's senior unsecured long-term debt securities without
third-party credit enhancement.

"STATUS" means either Level I Status, Level II Status, Level III Status, Level
IV Status or Level V Status.

                  The credit ratings to be utilized for purposes of this
Schedule are the ratings assigned to outstanding senior unsecured long-term debt
securities of the Company without third party credit support. Ratings assigned
to any obligation of the Company which is secured or which has the benefit of
third party credit support shall be disregarded.

                  The Applicable Margin shall be determined in accordance with
the foregoing table based on the Company's Status as determined from its
then-current Moody's and S&P Ratings. The credit rating in effect on any date
for the purposes of this Schedule is that in effect at the close of business on
such date. If at any time the Company has no Moody's Rating and no S&P Rating,
Level V Status shall exist. Notwithstanding the foregoing, if at any time there
exists a difference between the Moody's Rating and the S&P Rating, the rating
corresponding to the lower of the two ratings shall apply; provided, however,
that if the difference is greater than one level, the Status shall be determined
based upon the rating one level above the lower of the two ratings.

                                                      SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                                    EXHIBIT A

                                  FORM OF NOTE
                                                                 ________, ____
                                                                 ______________

                  For value received, [MASCO CORPORATION, a Delaware
corporation] [MASCO EUROPE S.A.R.L., a corporation organized under the laws of
Luxembourg] (the "Borrower"), promises to pay to the order of _____________ (the
"Bank"), for the account of its Applicable Lending Office, the unpaid principal
amount of each Loan made by the Bank to the Borrower pursuant to the Credit
Agreement referred to below on the last day of the Interest Period relating to
such Loan. The Borrower promises to pay interest on the unpaid principal amount
of each such Loan on the dates and at the rate or rates provided for in the
Credit Agreement. All such payments of principal and interest shall be made in
Dollars at the relevant office of the Agent and as required under the Credit
Agreement referenced below.

                  All Loans made by the Bank, the respective types and
maturities thereof and all repayments of the principal thereof shall be recorded
by the Bank and, prior to any transfer hereof, appropriate notations to evidence
the foregoing information with respect to each such Loan then outstanding shall
be endorsed by the Bank on the schedule attached hereto, or on a continuation of
such schedule attached to and made a part hereof, provided that the failure of
the Bank to make any such recordation or endorsement shall not affect the
obligations of the Borrower hereunder or under the Credit Agreement.

                  This note is one of the Notes referred to in the 364-Day
Revolving Credit Agreement dated as of November 8, 2002 among the Borrower,
[Masco Corporation] [Masco Europe S.a.r.l.] the banks party thereto and Bank
One, NA (Main Office - Chicago), as Agent (as the same may be amended, modified,
supplemented or restated from time to time, the "Credit Agreement"). Terms
defined in the Credit Agreement are used herein with the same meanings.

                                       1              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  This note shall be construed in accordance with and governed
by the laws of the State of Illinois. Reference is made to the Credit Agreement
for provisions for the prepayment hereof and the acceleration of the maturity
hereof.

                                 [MASCO CORPORATION][MASCO EUROPE S.A.R.L.]

                                 By ____________________________________________
                                 Title _________________________________________

                                       2              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                                  Note (cont'd)
                         LOANS AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------

        Date              Amount of                            Amount of             Maturity           Notation
                            Loan            Type of Loan     Principal Repaid          Date              Made By
----------------------------------------------------------------------------------------------------------------
<S>                       <C>               <C>              <C>                     <C>                <C>
________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________
</TABLE>

                                       3              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                                   EXHIBIT B-1
                                   OPINION OF
                             COUNSEL FOR THE COMPANY

                                                                  [Closing Date]

To the Banks and the Agent
 Referred to Below
c/o Bank One, NA (Main Office - Chicago), as Agent
Bank One Plaza
Chicago, Illinois 60670
Dear Sirs:

                  I am Senior Vice President-General Counsel of Masco
Corporation (the "Company") and in that capacity have responsibility for the
general legal affairs of the Company, Masco Europe S.a.r.l., a Wholly-Owned
Subsidiary of the Company organized under the laws of Luxembourg ("Masco
Europe") and the other Subsidiaries of the Company. I am familiar with the
364-Day Revolving Credit Agreement dated as of November 8, 2002 (the "Credit
Agreement") among the Company, Masco Europe, the Banks party thereto as lenders,
Citibank, N.A., as Syndication Agent, Barclays Bank PLC and Comerica Bank, as
Documentation Agents, and Bank One, NA (Main Office - Chicago), as
Administrative Agent. Terms defined in the Credit Agreement are used herein as
therein defined. This opinion is being rendered to you pursuant to Section
3.03(B) of the Credit Agreement.

                  I, or members of the Company's legal staff, have examined
originals or copies, certified or otherwise, identified to my or their
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion.

                  Upon the basis of the foregoing, I am of the opinion that:

                  1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of Delaware, and has all corporate
powers and all material governmental licenses, authorizations, consents and
approvals required to carry on its businesses substantially as now conducted.

                  2. The execution, delivery and performance by the Company of
the Credit Agreement and the Notes are within the Company's corporate powers,
have been duly authorized by all necessary corporate action of the Company,
require no action in respect of the Company by, or filing in respect of the
Company with, any governmental body, agency or official (except filings under
the Securities Exchange Act of 1934) and do not contravene, or constitute a
default under any provision of applicable law or regulation or of the
certificate or by-laws of the Company or of any agreement, judgment, injunction,
order, decree or other instrument known to me to be binding upon the Company or
result in the creation or imposition of any Lien on any asset of the Company or
any of its Subsidiaries under any such agreement or instrument.

                                       1              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  3. The Credit Agreement constitutes a valid and binding
agreement of the Company and Masco Europe and the Notes constitute valid and
binding obligations of the Company and Masco Europe, in each case enforceable in
accordance with its terms except as the same may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and by general
principles of equity.

                  4. There is no action, suit or proceeding pending against, or
to the best of my knowledge threatened against or affecting, the Company or any
of its Subsidiaries before any court or arbitrator or any governmental body,
agency or official which, in my opinion, has resulted in or is likely to result
in a Material Adverse Change, or which in any manner draws into question the
validity of the Credit Agreement or the Notes.

                  My opinion in paragraph 3 as it relates to Masco Europe is
based solely on the opinion of Linklaters Loesch, Luxembourg counsel of Masco
Europe, and is limited, qualified and conditioned as provided therein.

                                                  Very truly yours,

                                                  /s/ John R. Leekley
                                                  John R. Leekley
                                                  Senior Vice President-
                                                  General Counsel

                                       2              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                                   EXHIBIT B-2
                                   OPINION OF
                            COUNSEL FOR MASCO EUROPE

                                    Attached

                                        1             SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                       [LETTER HEAD OF LINKLATERS LOESCH]

To the Banks and the Agents referred to below
c/o Bank One, NA (Main Office - Chicago), as Agent

8 November 2002

Re: MASCO EUROPE S.A.R.L. - USD $750,000,000 364-DAY REVOLVING CREDIT AGREEMENT

Dear Sirs,

1.   INTRODUCTION

We have acted as counsel to Masco Europe S.A.R.L., a corporation organized under
the laws of the Grand-Duchy of Luxembourg (the "BORROWER") in connection with
the 364-Day Revolving Credit Agreement dated 8 November, 2002 (the "AGREEMENT")
among Masco Corporation ("MASCO"), the Borrower, the Banks party thereto as
lenders, Citibank NA as Syndication Agent, Barclays Bank PLC and Comerica Bank,
as Documentation Agents, and Bank One, NA (Main Office - Chicago) as
Administrative Agent. Terms defined in the Agreement are used herein as therein
defined. This opinion is being rendered to you pursuant to Section 3.01 (B) of
the Agreement.

2.   LUXEMBOURG LAW

This opinion is limited to Luxembourg law as applied by the Luxembourg courts
and published and in effect on the date of this opinion. It is given on the
basis that all matters relating to it will be governed by, and that it
(including all terms used in it) will be construed in accordance with,
Luxembourg law. In this opinion, Luxembourg legal concepts are expressed in
English terms and not in their original French terms. The concepts concerned may
not be identical to the concepts described by the same English terms as they
exist under the law of other jurisdictions.

3.   SCOPE OF INQUIRY

For the purpose of this opinion, we have examined the following documents:

3.1  a draft dated 1st November, 2002 of the Agreement;

3.2  certified coordinated Articles of Incorporation of the Borrower dated 26
     June 2002;

3.3  an excerpt from the Luxembourg Register of Commerce and Companies
     concerning the Borrower dated 18 October, 2002;

3.4  minutes of resolutions of the Board of Managers of the Borrower dated 18
     October, 2002; and

3.5  a certificate signed by Mr. Andre Pesch on behalf of the Board of Managers
     of the Borrower dated 4 November, 2002.

Linklaters is a partnership under English law. A list of the partners in
Linklaters is available on request from the above address

Please refer to www.linkiaters.com/regulation for important information on the
regulatory position of the firm.

<PAGE>

LINKLATERS LOESCH

4.   ASSUMPTIONS

For the purpose of this opinion, we have made the following assumptions:

4.1  All copy and draft documents conform to the originals and all originals are
     genuine and complete.

4.2  Each signature on the originals is the genuine signature of the individual
     concerned.

4.3  The Agreement constitutes valid and binding obligations of the Borrower
     under the laws of the State of Illinois applicable thereto.

4.4  The resolutions referred to in paragraph 3.4 have been duly and validly
     taken and remain in full force and effect without modification.

4.5  The Agreement has been executed in or substantially in the form of the
     draft examined by us.

4.6  The facts stated in the certificate referred to in paragraph 3.5 are
     correct.

5.   OPINIONS

Based on the documents referred to and the assumptions in paragraph 4 and
subject to the qualifications in paragraph 6 and to any matters not disclosed to
us, we are of the following opinion:

5.1  The Borrower has been duly incorporated and is existing as a "societe a
     responsabilite limitee" under the laws of the Grand-Duchy of Luxembourg.

5.2  The Borrower has the corporate power to enter into the Agreement and to
     execute the Notes.

5.3  The execution, delivery and performance by the Borrower of the Agreement
     and the Notes have been duly authorised by all necessary corporate
     action of the Borrower and do not contravene, or constitute a default
     under any provision of applicable law or regulation or of the Articles
     of Incorporation of the Borrower.

5.4  Under Luxembourg law, there are no governmental or regulatory filings,
     consents, approvals or authorisations required by the Borrower for the
     entering into of the Agreement or the execution of the Notes.

5.5  The execution, delivery and performance of the Agreement and the Notes do
     not violate Luxembourg law.

5.6  The courts of Luxembourg will recognise and give effect to the jurisdiction
     clause contained in section 9.10 of the Agreement.

5.7  A judgment of a State or Federal Court located in the State of Illinois
     would be recognised and enforced by the Courts of Luxembourg subject to
     applicable exequatur proceedings and the satisfaction of the following
     criteria:

     -  The foreign Court must properly have had jurisdiction to hear and
        determine the matter,

     -  The decision of the foreign Court must have been final and conclusive,

     -  The decision of the foreign Court must not have been obtained by fraud,
        and

     -  The decision of the foreign Court must not be contrary to public policy
        or have been given in proceedings of criminal nature.

                                                                     Page 2 of 4


<PAGE>

LINKLATERS LOESCH

5.8  The courts of Luxembourg will recognise and give effect to the choice of
     the laws of the State of Illinois as the governing law of the Agreement.

5.9  No stamp duty or registration or similar tax is payable under Luxembourg
     law in connection with the parties entering into the Agreement or the
     Borrower executing the Notes, save that registration may be ordered and a
     registration fee might become payable if and when the Agreement were
     adduced as evidence in a Luxembourg court or submitted to another
     Luxembourg public authority ("autorite constituee").

5.10 It is not necessary under the laws of Luxembourg in order to enable the
     Agent or the Banks to enforce their rights under the Agreement or any Notes
     to which the Borrower is a party against the Borrower that the Agent or the
     Banks should be licensed, qualified or otherwise entitled to carry on
     business in Luxembourg. By reason of the execution, delivery and
     performance of the Agreement and the Notes to which it is a party, neither
     the Agent nor any Bank will be deemed to be resident, domiciled or carrying
     out business in Luxembourg or the subject of taxation under the laws of
     Luxembourg.

5.11 Neither the Borrower nor any of its properties or assets have any immunity
     from the jurisdiction of any court or from legal process under the laws of
     Luxembourg.

5.12 The Borrower is not required by the existing laws of Luxembourg to make any
     deduction or withholding from any amount due under the Agreement or the
     Notes.

6.   QUALIFICATIONS

This opinion is subject to the following qualifications:

6.1  This opinion is subject to all limitations arising from bankruptcy,
     insolvency, liquidation, moratorium, reorganisation and other laws of
     general application relating to or affecting the rights of creditors.

6.2  In Luxembourg, remedies such as specific performance and injunction may not
     be available.

6.3  In Luxembourg, enforcement may be limited by general principles of good
     faith.

6.4  Claims may become barred under the statutes of limitation or may be or
     become subject to defences of set-off and counterclaim.

6.5  Where obligations are to be performed in a jurisdiction outside Luxembourg,
     they may not be enforceable in Luxembourg to the extent that performance
     would be illegal under the laws of that other jurisdiction.

6.6  Any obligation to pay a sum of money in a currency other than the
     Luxembourg franc or the EURO will be enforceable in Luxembourg in terms of
     Luxembourg francs or EURO only. Monetary judgments may be expressed in a
     foreign currency or its Luxembourg franc or EURO equivalent at the time of
     judgment or payment.

6.7  Obligations to make payments that may be regarded as penalties might not be
     enforceable under Luxembourg law.

6.8  The admissibility in evidence of the Agreement and/or the Noted before a
     Luxembourg court or another Luxembourg public authority ("autorite
     constituee") may require a complete or partial translation of such document
     into French or German.

                                                                     Page 3 of 4


<PAGE>

LINKLATERS LOESCH

6.9  Contractual provisions allowing the service of process against the Borrower
     could not prevent a Luxembourg court from holding as valid the service of
     process against the Borrower in accordance with applicable laws at the
     registered office of the Borrower.

6.10 Luxembourg courts will not necessarily award costs and disbursements in
     litigation in accordance with contractual provisions in this regard.

6.11 A certificate, determination, calculation or designation of any party to
     the Agreement as to any matter provided therein might be held by a
     Luxembourg court not to be conclusive, final and binding if, for example,
     it could be shown to have an unreasonable or arbitrary basis or in the
     event of manifest error.

6.12 Any term of the Agreement may be amended orally or conduct by the parties
     thereto, notwithstanding any provision to the contrary contained therein.

6.13 We reserve our opinion as to the extent to which a Luxembourg court would,
     in the event of any relevant illegality, sever the offending provisions and
     enforce the remainder of the transaction of which such provisions form a
     part, notwithstanding any express contractual provisions in this regard.

6.14 Our opinion that the Borrower is existing is based on the excerpt from the
     Register of Commerce and Companies. It should be noted that a search in
     such Register is not capable of revealing conclusively whether or not a
     winding up petition has been presented because notice of a winding up order
     or a winding up resolution passed may not be filed immediately with the
     Register of Commerce and Companies.

6.15 We have not been instructed to review any tax matters (other than those
     matters expressly mentioned in this opinion) and any reference to
     Luxembourg law herein shall exclude the laws relating to such matters.

6.16 We express no opinion as to the accuracy of any warranties and
     representations given on made by the Borrower (expressly or impliedly),
     save and insofar as the matters warranted are the subject matter of
     specific opinions in this letter.

7.   RELIANCE

This opinion is solely for your benefit and the benefit of the Banks and solely
for the purpose of the execution and performance of the Agreement and/or the
Notes. It is not to be transmitted to anyone else nor is it to be relied upon by
anyone else of for any other purpose or quoted or referred to in any public
document or filed with anyone without our written consent; provided, that
notwithstanding anything in this opinion letter to the contrary, (a) the
Borrower and Masco may refer to and file a copy of this opinion as required by
applicable securities laws and (b) you may disclose this opinion (i) to
prospective successors and assigns of the addressees hereof, (ii) to regulatory
authorities having jurisdiction over any of the addressees hereof or their
successors and assigns, and (iii) pursuant to valid legal process, in each case
without our prior consent.

                                Yours faithfully,
                                Linklaters Loesch

                                     By: /s/ Jarine Biver
                                         ---------------------------------------
                                         Name: Jarine Biver

                                                                     Page 4 of 4


<PAGE>

                                    EXHIBIT C
                       ASSIGNMENT AND ASSUMPTION AGREEMENT

                  AGREEMENT dated as of _______ ___, ____, among [ASSIGNOR] (the
"Assignor"), [ASSIGNEE] (the "Assignee"), MASCO CORPORATION (the "Company") and
Bank One, NA (Main Office - Chicago), as Agent (the "Agent").

                               W I T N E S S E T H

                  WHEREAS, this Assignment and Assumption Agreement (the
"Agreement") relates to the 364-Day Revolving Credit Agreement dated as of
November 8, 2002 among the Company, Masco Europe S.a.r.l., a wholly-owned
subsidiary of the Company organized under the laws of Luxembourg, the Banks
party thereto as lenders, Citibank, N.A., as Syndication Agent, Barclays Bank
PLC and Comerica Bank, as Documentation Agents, and Bank One, NA (Main Office -
Chicago), as Administrative Agent (the "Credit Agreement"),

                  WHEREAS, as provided under the Credit Agreement, the Assignor
has a Commitment to make Loans to the Borrowers in an aggregate principal amount
at any time outstanding not to exceed $________________;

                  WHEREAS, Loans made to the Borrowers by the Assignor under the
Credit Agreement in the aggregate principal amount of $_________________________
are outstanding at the date hereof; and

                  WHEREAS, the Assignor proposes to assign to the Assignee all
of the rights of the Assignor under the Credit Agreement in respect of a portion
of its Commitment thereunder in an amount equal to $____________________ (the
"Assigned Amount"), together with a corresponding portion of its outstanding
Loans, and the Assignee proposes to accept assignment of such rights and assume
the corresponding obligations from the Assignor on such terms;

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements contained herein, the parties hereto agree as follows:

                  SECTION 1. Definitions. All capitalized terms not otherwise
defined herein have the respective meanings set forth in the Credit Agreement.

                  SECTION 2. Assignment. The Assignor hereby assigns and sells
to the Assignee all of the rights of the Assignor under the Credit Agreement to
the extent of the Assigned Amount, and the Assignee hereby accepts such
assignment from the Assignor and assumes all of the obligations of the Assignor
under the Credit Agreement to the extent of the Assigned Amount, including the
purchase from the Assignor of the corresponding portion of the principal amount
of the Loans made by the Assignor outstanding at the date hereof. Upon the
execution and delivery hereof by the Assignor, the Assignee, the Company and the
Agent and the payment of the amount specified in Section 3 required to be paid
on the date hereof (1) the Assignee shall, as of the date hereof, succeed to the
rights and be obligated to perform the obligations of a Bank under the Credit
Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii)
the Commitment of the Assignor shall, as of the date hereof, be reduced by a
like amount

                                       1              SIDLEY AUSTIN BROWN & WOOD



<PAGE>

and the Assignor released from its obligations under the Credit Agreement to the
extent such obligations have been assumed by the Assignee. The assignment
provided for herein shall be without recourse to the Assignor.

                  SECTION 3. Payments. As consideration for the assignment and
sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on
the date hereof in Federal funds an amount equal to $_______________(1) It is
understood that facility fees accrued to the date hereof are for the account of
the Assignor and such fees accruing from and including the date hereof [in
respect of the Assigned Amount] are for the account of the Assignee. Each of the
Assignor and the Assignee hereby agrees that if it receives any amount under the
Credit Agreement which is for the account of the other party hereto, it shall
receive the same for the account of such other party to the extent of such other
party's interest therein and shall promptly pay the same to such other party.

                  SECTION 4. [Consent of the Company and the Agent. This
Agreement is conditioned upon the consent of the Company and the Agent pursuant
to Section 9.06(C) of the Credit Agreement, the execution of this Agreement by
the Company and the Agent is evidence of this consent. Pursuant to Section
9.06(C) the Company agrees to execute and deliver or cause to be executed and
delivered a Note payable to the order of the Assignee to evidence the assignment
and assumption provided for herein.]

                  SECTION 5. Non-Reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the
Company, or the validity and enforceability of the obligations of the Company in
respect of the Credit Agreement or any Note. The Assignee acknowledges that it
has, independently and without reliance on the Assignor, the Agent or any other
Bank, and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and will
continue to be responsible for making its own independent appraisal of the
business, affairs and financial condition of the Company.

                  SECTION 6. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Illinois.

                  SECTION 7. Counterparts. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.

------------------
(1)      Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee. It may be preferable
in an appropriate case to specify these amounts generically or by formula rather
than as a fixed sum.

                                       2              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered by their duly authored officers as of the date first
above written.

                                 [ASSIGNOR]

                                 By_____________________________________________
                                          Title:________________________________

                                 [ASSIGNEE]

                                 By_____________________________________________
                                          Title:________________________________

                                 [MASCO CORPORATION]

                                 By_____________________________________________
                                          Title:________________________________

                                 BANK ONE, NA (Main Office - Chicago),
                                 as Agent

                                 By_____________________________________________
                                          Title:________________________________

                                       3              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                                    EXHIBIT D
                               NOTICE OF BORROWING
                                     [Date]

To each Bank party to the referenced
Credit Agreement
c/o Bank One, NA (Main Office - Chicago),
as Administrative Agent for the Banks
611 Woodward Avenue
Detroit, MI 48226
Attention:  ________________________________

                  The Borrower (as hereinafter named), hereby requests a
Borrowing pursuant to Section 2.01 of the 364-Day Revolving Credit Agreement,
dated as of November 8, 2002, as amended, supplemented or otherwise modified
from time to time (the "Credit Agreement"), by and among Masco Corporation, a
Delaware corporation, Masco Europe S.a.r.l., a wholly-owned subsidiary of Masco
Corporation organized under the laws of Luxembourg, the Banks party thereto,
Citibank, N.A., as Syndication Agent, Barclays Bank PLC and Comerica Bank, as
Documentation Agents, and Bank One, NA (Main Office - Chicago), as
Administrative Agent (the "Agent"). Capitalized terms used but not defined
herein shall have the respective meanings ascribed thereto in the Credit
Agreement. Such Borrowing shall be evidenced by the Borrower's Note, as
applicable.

         (i)       Borrower's Name:_____________________________________________

         (ii)      The Borrowing is in Dollars in the amount of:________________
                   Existing Loan amount:________________________________________
                   Repayment:___________________________________________________
                   Continuation of Eurodollar Loan (Interest Period ending:____)

                   Increased amount:____________________________________________
                   Total Loan amount:___________________________________________

         (iii)     The Borrowing is to be funded on:____________________________

         (iv)      The Loans comprising such Borrowing shall be made as
                   [Floating Rate] [Eurodollar] Loans.

         (v)       In the case of a Eurodollar Borrowing, the Interest Period
                   shall be ____________________________________________________
                   _____________________________________________________________
                   _____________________________________________________________
                   _____________________________________________________________

                         ______________________________
                                   as Borrower

                                       1              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                                    EXHIBIT E
                          FORM OF DESIGNATION AGREEMENT

                             Dated __________, 200__

                  Reference is made to the $750,000,000 364-Day Revolving Credit
Agreement dated as of November 8, 2002 (as amended, modified, supplemented or
restated from time to time, the "Credit Agreement") among Masco Corporation, a
Delaware corporation (the "Company"), Masco Europe S.a.r.l., a wholly-owned
subsidiary of the Company organized under the laws of Luxembourg (together with
the Company, the "Borrowers"), the Banks party thereto, Citibank, N.A., as
Syndication Agent, Barclays Bank PLC and Comerica Bank, as Documentation Agents,
and Bank One, NA (Main Office - Chicago), as Administrative Agent. Terms defined
in the Credit Agreement are used herein as therein defined.

                  _________ (the "Designator"), ____________ (the "Designee"),
and the Borrowers, agree as follows:

                  1.       The Designator hereby designates the Designee, and
the Designee hereby accepts such designation, as its Designated Lender under the
Credit Agreement.

                  2.       The Designator makes no representations or warranty
and assumes no responsibility with respect to the financial condition of the
Borrowers or the performance or observance by the Borrowers of any of its
obligations under the Credit Agreement or any other instrument or document
furnished pursuant thereto.

                  3.       The Designee (i) confirms that it has received a copy
of the Credit Agreement, together with copies of the financial statements
referred to in Article IV thereof and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Designation Agreement; (ii) agrees that it will, independently and
without reliance upon the Agent, the Designator or any other Bank and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking any action it
may be permitted to take under the Credit Agreement; (iii) confirms that it is
an Eligible Designee; (iv) appoints and authorizes the Designator as its
administrative agent and attorney-in-fact and grants the Designator an
irrevocable power of attorney to receive payments made for the benefit of the
Designee under the Credit Agreement and to deliver and receive all
communications and notices under the Credit Agreement, if any, that Designee is
obligated to deliver or has the right to receive thereunder; (v) acknowledges
that it is subject to and bound by the confidentiality provisions of the Credit
Agreement (except as permitted under Section 9.08 thereof); and (vi)
acknowledges that the Designator retains the sole right and responsibility to
vote under the Credit Agreement, including, without limitation, the right to
approve any amendment, modification or waiver of any provision of the Credit
Agreement, and agrees that the Designee shall be bound by all such votes,
approvals, amendments, modifications and waivers and all other agreements of the
Designator pursuant to or in connection with the Credit Agreement, all subject
to Section 9.05 of the Credit Agreement.

                                       1              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  4.       Following the execution of this Designation Agreement
by the Designator, the Designee and the Borrowers, it will be delivered to the
Agent for acceptance and recording by the Agent. The effective date of this
Designation Agreement shall be the date of acceptance thereof by the Agent,
unless otherwise specified on the signature page hereto (the "Effective Date").

                  5.       Upon such acceptance and recording by the Agent, as
of the Effective Date (a) the Designee shall have the right to make Loans as a
Bank pursuant to Section 2.01 of the Credit Agreement and the rights of a Bank
related thereto and (b) the making of any such Loans by the Designee shall
satisfy the obligations of the Designator under the Credit Agreement to the same
extent, and as if, such Loans were made by the Designator.

                  6.       This Designation Agreement shall be governed by, and
construed in accordance with, the laws of the State of Illinois.

                                       2              SIDLEY AUSTIN BROWN & WOOD

<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Designation
Agreement to be executed by their respective officers hereunto duly authorized,
as of the date first above written.

Effective Date (2):

                                 [NAME OF DESIGNATOR]

                                 By: ___________________________________________
                                 Name: _________________________________________
                                 Title: ________________________________________

                                 [NAME OF DESIGNEE]

                                 By: ___________________________________________
                                 Name: _________________________________________
                                 Title: ________________________________________

                                 MASCO CORPORATION

                                 By: ___________________________________________
                                 Name: _________________________________________
                                 Title: ________________________________________

                                 MASCO EUROPE S.A.R.L.

                                 By: ___________________________________________
                                 Name: _________________________________________
                                 Title: ________________________________________

Accepted and Approved this
____ day of ________, ____

BANK ONE, NA (Main Office - Chicago), as Agent

By: _____________________________
Title:  _________________________

------------------

(2)      This date should be no earlier than the date of acceptance by the
         Administrative Agent.

                                       3              SIDLEY AUSTIN BROWN & WOOD