##### Table of Contents



| |                
| | ---------------
| | (MASONITE LOGO)

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Masonite
International Corporation will be held

|       |  |                                                                                           
|------ |  | ------------------------------------------------------------------------------------------
|on     |  | Monday, May 3, 2004                                                                       
|      
|at     |  | 10:00 a.m. (Eastern Standard
    Time)                                                    
|      
|at the |  | TSX Conference Centre
    The Exchange Tower
    130 King Street West
    Toronto, Ontario

for the following purposes:



|  |                                                                                                                               
|- | ------------------------------------------------------------------------------------------------------------------------------
| | to receive the financial statements for the year
    ended December 31, 2003 and the auditors report on
    those statements;
| 
| | to elect directors;                                                                                                           
| 
| | to appoint an auditor; and                                                                                                    
| 
| | to transact any other business as may properly be
    brought before the meeting.                                             

If you cannot attend the meeting in person,
please complete the enclosed form of proxy and return it in the
postage prepaid envelope provided or fax it to 1-866-249-7775
within Canada and the United States or 416-263-9524 for all
other countries. For your vote to be recorded, your proxy must
be in the hands of Computershare Trust Company of Canada, by fax
at the above noted numbers, or by mail at its Toronto office, no
later than 4:30 p.m. (Eastern Standard Time) on Thursday,
April 29, 2004. If you hold your shares through a
nominee, please see the box on page 2 of the attached proxy
circular for voting instructions.

By order of the Board of Directors,

(H. Ulster Signature)

Harley Ulster


Executive Vice-President, General Counsel


and Corporate Secretary


Toronto, Ontario

March 26, 2004


NOTE:If you wish to
receive (or continue to receive) interim financial statements by
mail during 2004, shareholders must mark the request box at the
bottom of their form of proxy, and other shareholders must
complete and return an enclosed interim report request form. If
you do not return such request, quarterly financial statements
will not be sent to you. Financial results are announced by
media release, and financial statements are available on the
Masonite website at www.masonite.com.



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TABLE OF CONTENTS



|               |                         |                                                                                                                                                                           |  |  |  |  |  | 
|-------------- | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|Proxy Circular
|               | Q&A on Proxy Voting    
|               |                         | Q:What am I voting on?                                                                                                                                                   
|               |                         | Q:Who is entitled to vote?                                                                                                                                               
|               |                         | Q:How do I vote?                                                                                                                                                         
|               |                         | Q:What if I plan to attend the meeting and vote in person?                                                                                                               
|               |                         | Q:Who is soliciting my proxy?                                                                                                                                            
|               |                         | Q:What if I sign the form of proxy enclosed with this Proxy Circular?                                                                                                    
|               |                         | Q:Can I appoint someone other than these directors to vote my shares?                                                                                                    
|               |                         | Q:What do I do with my completed proxy?                                                                                                                                  
|               |                         | Q:If I change my mind, can I take back my proxy once I have given it?                                                                                                    
|               |                         | Q:How will my shares be voted if I give my proxy?                                                                                                                        
|               |                         | Q:What if amendments are made to these matters or if other matters are brought before the meeting?                                                                       
|               |                         | Q:How many shares are entitled to vote?                                                                                                                                  
|               |                         | Q:What if ownership of shares has been transferred after March 26, 2004?                                                                                                 
|               |                         | Q:How will the votes be counted?                                                                                                                                         
|               |                         | Q:Who counts the votes?                                                                                                                                                  
|               |                         | Q:If my shares are not registered in my name but are held in the name of a nominee (a bank, trust company, securities broker, trustee or other), how do I vote my shares?
|               | Business of the Meeting
|               |                         | 1.Financial Statements                                                                                                                                                   
|               |                         | 2.Election of the Board of Directors                                                                                                                                     
|               |                         | 3.Appointment of Auditor                                                                                                                                                 
|               |                         | Audit Committee                                                                                                                                                          
|               |                         | Human Resource and Compensation Committee                                                                                                                                
|               |                         | Nominating and Corporate Governance Committee                                                                                                                            
|               |                         | Summary Compensation Table for Named Executive Officers                                                                                                                  
|               |                         | 2003 Stock Option Grants and Exercises                                                                                                                                   
|               |                         | Compensation Strategy                                                                                                                                                    
|Exhibit 99.1  
|Exhibit 99.2  
|Exhibit 99.3  



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##### Table of Contents






Proxy Circular

Unless otherwise indicated, all information is
as at March 26, 2004 and all dollar amounts are expressed
in Canadian dollars.






| |                     | 
| | ------------------- | 
| | Q&A on Proxy Voting






| |    |                                                                                                                                                        
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | What am I voting on?                                                                                                                                   
| | A: | Shareholders are voting on the election of
    directors to the Board of Masonite for 2004 and the appointment
    of an auditor for Masonite for 2004.






| |    |                                                                                                                                                                                                                                      
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | Who is entitled to vote?                                                                                                                                                                                                             
| | A: | Shareholders as of the close of business on
    Friday, March 26, 2004 are entitled to vote. Each common
    share is entitled to one vote on those items of business
    identified in the Notice of Annual Meeting of Shareholders.



| |                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If you acquired your shares after March 26,
    2004, please refer to the answer to the question What if
    ownership of shares has been transferred after March 26,
    2004? on page 2 to determine how you may vote
    such shares.






| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | How do I vote?                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | A: | There are two ways that you can vote your shares
    if you are a registered shareholder. You may vote in person at
    the meeting or you may sign the enclosed form of proxy
    appointing the named persons or some other person you choose,
    who need not be a shareholder, to represent you as proxyholder
    and vote your shares at the meeting. If your shares are held in
    the name of a nominee, please see the box on page 2 for
    voting instructions.






| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | What if I plan to attend the meeting and vote
    in person?                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | A: | If you are a registered shareholder and plan to
    attend the meeting on May 3, 2004 and wish to vote your
    shares in person at the meeting, do not complete or return the
    form of proxy. Your vote will be taken and counted at the
    meeting. Please register with Masonites transfer agent,
    Computershare Trust Company of Canada, upon arrival at the
    meeting. If your shares are held in the name of a nominee,
    please see the box on page 2 for voting instructions.






| |    |                                                                                                                                                                                                                                                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | Who is soliciting my proxy?                                                                                                                                                                                                                                                                                                             
| | A: | The enclosed form of proxy is being solicited
    by Masonite International Corporationand the associated costs will be borne by Masonite. The
    solicitation will be made primarily by mail but may also be made
    by telephone, in writing or in person by employees of Masonite
    and/or Computershare Trust Company of Canada.






| |    |                                                                                                                                                                                                                          
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | What if I sign the form of proxy enclosed with
    this Proxy Circular?                                                                                                                                                  
| | A: | Signing the enclosed form of proxy gives
    authority to Peter Crossgrove or Philip Orsino, each of whom is
    a director of Masonite, or to another person you have appointed,
    to vote your shares at the meeting.






| |    |                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------
| | Q: | Can I appoint someone other than these
    directors to vote my shares?                                                     
| | A: | Yes. Write the name of this person, who need
    not be a shareholder, in the blank space provided in the form of
    proxy.



| |                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | It is important to ensure that any other person
    you appoint is attending the meeting and is aware that he or she
    has been appointed to vote your shares. Proxyholders should,
    upon arrival at the meeting, present themselves to a
    representative of Computershare Trust Company of Canada.






| |    |                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | What do I do with my completed
    proxy?                                                                                                                                                                                                                                                                                                                                   
| | A: | Return it to Masonites transfer agent,
    Computershare Trust Company of Canada, in the envelope provided
    or by fax to 1-866-249-7775 within Canada and the United States
    or 416-263-9524 for all other countries so that it arrives not
    later than 4:30 p.m. (Eastern Standard Time) on Thursday,
    April 29, 2004. This will ensure your vote is recorded.






| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | If I change my mind, can I take back my proxy
    once I have given it?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | A: | Yes. If you change your mind and wish to revoke
    your proxy, prepare a written statement to this effect. The
    statement must be signed by you or your attorney as authorized
    in writing or, if the shareholder is a corporation, under its
    corporate seal or by an officer or attorney of the corporation
    duly authorized. This statement must be delivered either to the
    head office of Masonite no later than 4:30 p.m. (Eastern
    Standard Time) on Friday, April 30, 2004 or to the Chairman
    on the day of the meeting, May 3, 2004, or any adjournment
    of the meeting.



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- 2 -








| |    |                                                                                                                                                                                                                                                                                                                         
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | How will my shares be voted if I give my
    proxy?                                                                                                                                                                                                                                                                     
| | A: | The persons named on the form of proxy must vote
    for or against or withhold from voting your shares in accordance
    with your directions. In the absence of such directions,
    however, your shares will be voted in favour of the
    election of directors to the Board and the appointment of an
    auditor.






| |    |                                                                                                                                                                                                                                                                                    
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | What if amendments are made to these matters
    or if other matters are brought before the meeting?                                                                                                                                                                               
| | A: | The person named in the form of proxy will have
    discretionary authority with respect to amendments or variations
    to matters identified in the Notice of Annual Meeting of
    Shareholders and with respect to other matters that may properly
    come before the meeting.



| |                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As at the time of printing this Proxy Circular,
    management of Masonite knows of no such amendment, variation or
    other matter expected to come before the meeting. If any other
    matters properly come before the meeting, the persons named in
    the form of proxy will vote on them in accordance with their
    best judgment.






| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | How many shares are entitled to
    vote?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | A: | As of March 26, 2004, there were outstanding
    54,733,865 common shares of Masonite. Each registered
    shareholder has one vote for each share held at the close of
    business on March 26, 2004. To the knowledge of the
    directors and management of Masonite, only one shareholder,
    Greystone Managed Investments Inc., owns or exercises control or
    direction over more than 10% of the outstanding shares of
    Masonite, with a shareholding of 11.03%, based on information
    provided to Masonite by the shareholder.






| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | What if ownership of shares has been
    transferred after March 26, 2004?                                                                                                                                                                                                                                                                                                                                                                
| | A: | The person who acquired such shares after
    March 26, 2004 must produce properly endorsed share
    certificates or otherwise establish that he or she owns the
    shares and must ask Masonite no later than 4:30 p.m.
    (Eastern Standard Time) on Tuesday, April 20, 2004 that his
    or her name be included in the list of shareholders before the
    meeting in order to be entitled to vote these shares at the
    meeting.






| |    |                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | How will the votes be counted?                                                                                                                                                                                  
| | A: | Each question brought before the meeting is
    determined by a majority of votes cast on the question. In the
    case of equal votes, the Chairman of the meeting is entitled to
    a second or casting vote.






| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | Who counts the votes?                                                                                                                                                                                                                                                                                                                                                                                                             
| | A: | Masonites transfer agent, Computershare
    Trust Company of Canada, counts and tabulates the proxies. This
    is done independently of Masonite to preserve the
    confidentiality of individual shareholder votes. Proxies are
    referred to Masonite only in cases where a shareholder clearly
    intends to communicate with management or when it is necessary
    to do so to meet the requirements of applicable law.

| |  |    |  |                                                                                                                                                                         |  |                                                                                                                         
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------
| |  | Q: |  | If I need to contact the transfer agent, how
    do I reach them?                                                                                                      
| |  | A: |  | You can contact the transfer agent by mail at:
    Computershare Trust Company of Canada
    Proxy Department
    P.O. Box 4599, Station A
    Toronto, Ontario M5W 4Y4 |  | or by telephone:
    - within Canada and the United States at 1-800-332-0095
    - all other countries at (416) 981-9633








| |    |                                                                                                                                                                                                                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Q: | If my shares are not registered in my name but
    are held in the name of a nominee (a bank, trust company,
    securities broker, trustee or other), how do I vote my
    shares?                                                                                           
| | A: | There are two ways that you can vote your shares
    held by your nominee. As required by Canadian securities
    legislation, you will have received from your nominee either a
    request for voting instructions or a form of proxy for the
    number of shares you hold.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For your shares to be voted for you, please
    follow the voting instructions provided by your nominee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | Since Masonite has limited access to the names of
    its non-registered shareholders, if you attend the meeting,
    Masonite will have no record of your shareholdings or your
    entitlement to vote unless your nominee has appointed you as
    proxyholder. Therefore, if you wish to vote in person at the
    meeting, insert your own name in the space provided on the
    request for voting instructions or form of proxy to appoint
    yourself as proxyholder and return same in the manner instructed
    by your nominee. Do not otherwise complete the form as your vote
    will be taken at the meeting. Please register with the transfer
    agent, Computershare Trust Company of Canada, upon arrival at
    the meeting.



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Business of the Meeting




1.  Financial Statements

| |                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Consolidated Financial Statements for the
    year ended December 31, 2003 and the auditors report
    on those statements are included in the 2003 Annual Report
    mailed to shareholders with the Notice of Annual Meeting of
    Shareholders and this Proxy Circular.




2.  Election of the Board of
Directors

| |                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The nine nominees proposed for election as
    directors of Masonite are listed on pages 3 through 5.
    All are currently directors of Masonite. All nominees have
    established their eligibility and willingness to serve as
    directors. Directors will hold office until the close of the
    next Annual Meeting of Shareholders of Masonite or until their
    successors are elected or appointed.                        
|
| | Unless otherwise instructed, the persons
    designated in the form of proxy intend to vote for the election
    of the nominees listed on pages 3 through 5. If for
    any reason at the time of the meeting any of the nominees are
    unable to serve, and unless otherwise specified, it is intended
    that the persons designated in the form of proxy will vote in
    their discretion for a substitute nominee or nominees.




3.  Appointment of Auditor

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The directors and management of Masonite propose
    that the firm of KPMG LLP be appointed as the independent
    external auditor of Masonite for the 2004 fiscal year at a
    remuneration to be fixed by the Board of Directors. KPMG LLP and
    its predecessor firm have served continuously as the auditor of
    Masonite for over 16 years.                                                                                                                            
|
| | For the year ended December 31, 2003, fees
    for audit and related services provided by KPMG LLP to
    Masonite were U.S.$1,130,000 (2002  U.S.$985,000).
    Non-audit fees paid to KPMG LLP relating to tax planning and
    compliance in 2003 were U.S.$1,076,000 (2001 
    U.S.$925,000). The Audit Committee has reviewed the nature of
    non-audit services provided by the auditors to ensure they are
    consistent with maintaining the auditors independence.

Nominees for Election to Board of Directors

|                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Howard L. Beck, Q.C.Toronto, OntarioDirector since April 24, 1990
    Common shareholdings: 197,390 |  | Mr. Beck is currently a director of, and
    advisor to, a number of public and private companies, including
    Masonite, Barrick Gold Corporation, Citibank Canada, Trizec
    Canada Inc. and Cineplex Galaxy Income Fund. He previously
    served as the Vice-Chairman of Barrick Gold Corporation and the
    Horsham Corporation (the predecessor to TrizecHahn Corporation).                                                                                                                                                                                                                                                                                           
|                                                                                                   
|                                                                                                    |  | Mr. Beck holds a Bachelor of Arts and an
    LL.B. from the University of British Columbia and an LL.M. from
    Columbia University in New York. Mr. Beck chairs
    Masonites Human Resource and Compensation Committee and is
    a member of its Audit Committee and Nominating and Corporate
    Governance Committee.                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                   
|John J. BertonToronto, OntarioDirector since May 13, 1991
    Common shareholdings: 14,500          |  | Mr. Berton is the President of Starlaw
    Holdings Limited, a private investment holding company. He has a
    Bachelor of Commerce Degree and is a Chartered Accountant. He is
    a director of Starlaw Holdings Limited. Mr. Berton is also
    involved in several community activities. Mr. Berton is a
    member of Masonites Audit Committee.                                                                                                                                                                                                                                                                                                                        
|                                                                                                   
|John M. CassadayToronto, OntarioDirector since August 3, 1993
    Common shareholdings: 31,000      |  | Mr. Cassaday is the President and Chief
    Executive Officer of Corus Entertainment Inc., a publicly traded
    company listed on the Toronto Stock Exchange and the
    New York Stock Exchange. He is currently a director of
    Manulife Financial, Loblaw Companies Limited, the Nestle Canada
    Advisory Board and St. Michaels Hospital. In 1995,
    Mr. Cassaday was the Chair of the United Way campaign for
    Metro Toronto. Mr. Cassaday has an M.B.A. from the Rotman
    School of Management at the University of Toronto.
    Mr. Cassaday chairs the Audit Committee of Masonite and is
    a member of the audit committee of Loblaw Companies Limited.
|                                                                                                   



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|                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Peter A. Crossgrove, C.M.Toronto, OntarioDirector since October 28,
    1989
    Common shareholdings: 333,401      |  | Mr. Crossgrove is the non-executive Chairman
    of the Board of Directors of Masonite. He is a director of QLT
    Inc., Barrick Gold Corporation, Dundee Realty Inc., Band-Ore
    Resources Ltd. and Philex Gold. Mr. Crossgrove has been
    involved in numerous charities and is currently the Treasurer of
    CARE International. He is also the Chairman of Cancer CARE
    Ontario and the Canadian Association of Provincial Cancer
    Agencies. In 2003, he was appointed a Member of the Order of
    Canada. He holds a Bachelor of Commerce from McGill University
    and Concordia University, an M.B.A. from the University of
    Western Ontario and was a Sloan Fellow in the Doctoral Program
    at Harvard Business School. Mr. Crossgrove is a member of
    Masonites Human Resource and Compensation Committee and
    Nominating and Corporate Governance Committee.                                                                                                                                                                          
|                                                                                                                   
|Fredrik S. Eaton, O.C., O. Ont.Toronto, OntarioDirector since August 10, 1994
    Common shareholdings: 350,000     |  | Mr. Eaton is the Chairman of White Raven
    Capital Corp., a private holding company. He has held several
    positions with the T. Eaton Company Limited. In 1991, he
    was appointed High Commissioner for Canada to the United Kingdom
    of Great Britain and Northern Ireland and served in such
    position until 1994. He was appointed an Officer of the Order of
    Canada in 1990 and received the Order of Ontario in 2001. He is
    also a Fellow of The Royal Society for the Encouragement of the
    Arts, Manufacturing and Commerce. He holds a Bachelor of Arts
    from the University of New Brunswick, an LL.D., honoris causa,
    from the University of New Brunswick and an honorary Doctor of
    Laws degree from The Queens University of Belfast.
    Mr. Eaton chairs Masonites Nominating and Corporate
    Governance Committee.                                                                                                                                                                                                   
|                                                                                                                   
|Alan R. McFarlandNew York, New YorkDirector since March 24, 1994
    Common shareholdings: 18,600                   |  | Mr. McFarland is the Managing Member of
    McFarland Dewey & Co., LLC, an investment banking firm.
    He is a director of Placer Dome Inc. and a Trustee of the
    National Constitution Center, Philadelphia. Mr. McFarland
    is a Trustee of the New York Childrens Aid Society.
    He holds a Bachelor of Arts in History, the Arts and letters
    from Yale College and an LL.B. from Yale Law School.
    Mr. McFarland is a member of Masonites Human Resource
    and Compensation Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                   
|Philip S. Orsino, F.C.A., O.C.Toronto, OntarioDirector since October 27,
    1989
    Common shareholdings: 328,699 |  | Mr. Orsino is the President and Chief
    Executive Officer of Masonite. He is a Chartered Accountant by
    profession and, in 1997, was elected a Fellow of the Institute
    of Chartered Accountants. He is an active volunteer and is
    involved in many community activities. He currently serves as a
    member of the Board and Chairman of the Finance and Audit
    Committee of the University Health Network. A published author
    and member of the Young Presidents Organization,
    Mr. Orsino won the 1998 Entrepreneur of the Year Award for
    Manufacturing sponsored by Ernst & Young International.
    On October 17, 2002, Mr. Orsino received the
    University of Torontos Rotman 2002 Distinguished Business
    Alumni Award and in 2003, he was named Canadas Outstanding
    CEO of the Year. In January 2004, he was appointed as Officer of
    the Order of Canada. He currently serves as a director of
    Clairvest Group Inc. and the Bank of Montreal. Mr. Orsino
    has a Bachelor of Arts from the University of Toronto.
|                                                                                                                   



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|                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Joseph L. Rotman, O.C.Toronto, OntarioDirector since May 27, 1994
    Common shareholdings: 100,000  |  | Mr. Rotman is the Chairman and Chief
    Executive Officer of Roy-L Capital Corporation, a private
    investment company. Mr. Rotman serves as a director of
    Barrick Gold Corporation, the Bank of Montreal and Clairvest
    Group Inc. He is a member of the Governing Council and Executive
    Committee of the University of Toronto. He is also a member of
    the Governing Council and Executive Committee of the Canadian
    Institute of Health Research and Chair of the Ontario Genomics
    Institute. Mr. Rotman is a Chair of the Research Advisory
    Committee and a Member of the Board of Trustees of Baycrest
    Centre for Geriatric Care and a Board Member of MARS (Medical
    and Related Sciences Discovery District). Mr. Rotman holds
    a Bachelor of Arts from the University of Western Ontario and a
    Masters in Commerce from the University of Toronto. He studied
    at the Columbia University Graduate School of Business in the
    Ph.D. program and was awarded an honorary LL.D. from the
    University of Toronto. Mr. Rotman is a member of
    Masonites Audit Committee.
|                                                                                                    
|Saul M. SpearsToronto, OntarioDirector since December 17,
    1979
    Common shareholdings: 423,676 |  | Mr. Spears is the Chairman and President of
    Canstor Consumer Storage, a private company. He has been
    involved with Masonite and its predecessors since 1951.
    Mr. Spears served as non-executive Chairman of the Board of
    Directors of Masonite from 1989 to 1997. In 1990,
    Mr. Spears was honoured by the Ontario Retail Lumber
    Dealers Association as Executive of the Year. He is a director,
    member of the audit committee and chair of the compensation
    committee of Taiga Forest Products Ltd. Mr. Spears is a
    member of Masonites Nominating and Corporate Governance
    Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                    

Compensation of the Board of Directors

During the year ended December 31, 2003,
Masonite had nine directors (eight non-employee, one
management). Non-employee directors received the following
compensation:



|  |                                                                                                        
|- | -------------------------------------------------------------------------------------------------------
| | Annual retainer: US$20,000 per year (US$35,000
    per year for the Chairman)                          
| 
| | Board or Committee meeting fee: US$1,000 per
    meeting (US$750 meeting if participating by telephone)
| 
| | Committee Chair retainer: US$5,000 per year                                                            
| 
| | Related travel and out-of-pocket expenses
    incurred when attending meetings                         

Summary of Board and Committee Meetings
Held

During the Year Ended December 31,
2003


|                                              |  |  |    | 
|--------------------------------------------- |  |  | -- | 
|                                             
|Audit Committee                               |  |  | 5  | 
|Human Resource and Compensation Committee     |  |  | 3  | 
|Board                                         |  |  | 7  | 
|Nominating and Corporate Governance Committee |  |  | 1  | 
|                                              |  |  |    | 
|Total number of meetings held                 |  |  | 16 | 
|                                             



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- 6 -

The following table shows the number of board and
committee meetings attended by each of the directors during 2003.

|                 |  |             |    |          |  |  |    | 
|---------------- |  | ----------- | -- | -------- |  |  | -- | 
|                 |  | Meetings    |    | Meetings
|Name             |  | Attended(1) |    | Held(1) 
|                
|                
|Howard Beck      |  |             | 16 |          |  |  | 16 | 
|John Berton      |  |             | 12 |          |  |  | 12 | 
|John Cassaday    |  |             | 12 |          |  |  | 12 | 
|Peter Crossgrove |  |             | 11 |          |  |  | 11 | 
|Fredrik Eaton    |  |             | 7  |          |  |  | 8  | 
|Alan McFarland   |  |             | 8  |          |  |  | 10 | 
|Philip Orsino    |  |             | 7  |          |  |  | 7  | 
|Joseph Rotman    |  |             | 7  |          |  |  | 12 | 
|Saul Spears      |  |             | 8  |          |  |  | 8  | 
|                



| |        | 
| | ------ | 
| | Notes:



| |     |                                                                                             
| | --- | --------------------------------------------------------------------------------------------
| | (1) | Includes Board meetings and meetings of any
    committee of which the director is a member.

Corporate Governance Practices

Effective corporate governance is a priority for
Masonites Board of Directors. Through the Nominating and
Corporate Governance Committee, the Board reviews, evaluates and
modifies its governance program to ensure it is of the highest
standard. The Board is satisfied that Masonites governance
plan is consistent with and, in certain instances, goes beyond,
the guidelines adopted by the Toronto Stock Exchange
(TSX). A detailed comparison of Masonites
corporate governance procedures compared with these guidelines
may be found in Schedule 1 on page 16.

Proposed amendments to the TSX guidelines were
published in the Spring of 2002, with a further set of proposed
amended guidelines circulated by the TSX in December 2002. The
Canadian securities regulators, including the Ontario Securities
Commission, have published a proposed multilateral policy
regarding corporate governance (the Governance
Policy), as well as a proposed multilateral instrument
regarding disclosure of governance practices (the
Disclosure Rule). The Governance Policy sets out
18 best practices drawn from existing Canadian standards
and recently enacted U.S. regulatory standards in the
following areas: (i) board independence, (ii) the role
of the board generally, (iii) the role of the board in the
issuers ethical framework, (iv) board effectiveness,
(v) the nomination of directors and (vi) the setting
of execution compensation. When the Governance Policy and
Disclosure Rule are finalized and take effect, Masonite will be
required to describe in its annual information form certain
aspects of its corporate governance practices including a
discussion of any practices that are inconsistent with the
Governance Policy.

The Canadian securities administrators have also
introduced new rules regarding the composition of audit
committees and the certification of an issuers disclosure
controls and procedures. Masonite currently complies with the
new rule regarding the composition of its audit committee,
although this new rule will not apply to Masonite until later
this year. Beginning with the first quarter of 2004, Masonite
will be required to file a bare certificate of the
CEO and CFO with each quarterly report essentially indicating
that the report fairly presents in all material respects the
financial condition, results of operations and cash flows of
Masonite. A full certificate on quarterly reports,
which will certify Masonites disclosure controls and
procedures, will be required for each quarter beginning with the
first quarter of 2006. Similarly, Masonite will be required to
file a bare certificate of the CEO and CFO with its
annual financials for the 2004 financial year and a
full annual certificate for each year thereafter.

The U.S. Sarbanes-Oxley Act of 2002
(SOX) has introduced a number of corporate
governance requirements that affect Masonite. Many of the
requirements relate to the functions and composition of the
Audit Committee of the Board of Directors. Masonite is in full
compliance with those aspects of SOX applicable to the company
that have come into force. Other aspects of that legislation are
not yet in effect, pending the finalization of implementing
rules by the United States Securities and Exchange Commission
(the SEC). Furthermore, the New York Stock Exchange
has changed its listing requirements. Some of the amendments are
similar to the TSX guidelines and the proposed guidelines
contained in the Governance Policy.



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Committees of the Board of Directors




Audit Committee

The members of Masonites Audit Committee
are Howard L. Beck, John J. Berton, John M.
Cassaday and Joseph L. Rotman. All of the members of the
Audit Committee are unrelated within the meaning of the TSX
guidelines (and will be independent for the purposes of the new
Canadian rules regarding the composition of audit committees).
The Board of Directors determines that a member of the Audit
Committee is unrelated if he has no direct or indirect material
relationship with Masonite. The Audit Committees primary
duties and responsibilities are to assist the Board of Directors
in the oversight of (i) the integrity of Masonites
financial statements, (ii) Masonites compliance with
legal and regulatory requirements, (iii) the independent
external auditors qualifications and independence and
(iv) the performance of Masonites internal audit
function and the independent external auditor. The Board is
satisfied that each of the members of the Audit Committee is
financially literate and has accounting or related financial
expertise. John Cassaday is considered the Audit
Committees financial expert within the meaning of
applicable United States regulatory requirements, based on the
experience as described in his biography on page 3.

The Audit Committee meets at least four times
annually and, in 2003 this Committee held five meetings. The
Committee meets separately with management and with the
independent external auditor when the Audit Committee is asked
to recommend that the Board of Directors approve the annual
statements of Masonite. The Audit Committee also meets with each
of these groups and as a committee to discuss any matters the
Committee or any of these groups believes should be discussed.
The Audit Committee may also engage independent counsel and
other advisors as it deems appropriate in the course of carrying
out its duties. The Audit Committee has several duties and
responsibilities, including:



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | reviewing the independence and performance of the
    independent external auditor and annually recommending to the
    Board of Directors the independent external auditor to be
    proposed for appointment at the next annual shareholders
    meeting;                                                                                                                                                                                                  
| 
| | at least annually, obtaining a report from the
    independent external auditor, including the report on the
    audited financial statements, the audit findings report and a
    description of all relationships between the independent
    external auditor and Masonite, in order to assess auditor
    independence;                                                                                                                                   
| 
| | reviewing and approving Masonites hiring
    policies regarding partners, employees and former partners and
    employees of the present and former external auditors of
    Masonite;                                                                                                                                                                                                                                                                       
| 
| | reviewing and approving any non-audit work to be
    performed by the independent external auditor;                                                                                                                                                                                                                                                                                                                                                           
| 
| | at least annually, meeting with Masonites
    independent external auditor to review the audit plan prior to
    the commencement of audit work;                                                                                                                                                                                                                                                                                                             
| 
| | reviewing Masonites annual and interim
    financial statements and managements discussion and
    analysis of financial condition and results of operations
    relating thereto, as well as any other earnings or financial
    releases and reports prior to filing;                                                                                                                                                                                     
| 
| | discussing with management and the independent
    external auditor any significant changes or issues regarding
    Masonites accounting policies and the appropriateness of
    those policies, Masonites financial statement
    presentation, the effect of regulatory and accounting
    initiatives and the certifications of management on the
    financial statements required by applicable Canadian and United
    States regulatory requirements;
| 
| | reviewing significant financial risk exposures
    and the steps taken by management in relation to those
    risks; and                                                                                                                                                                                                                                                                                                                                      
| 
| | discussing Masonites internal controls and
    management information systems with management.                                                                                                                                                                                                                                                                                                                                                               




Human Resource and Compensation
Committee

The members of Masonites Human Resource and
Compensation Committee are Howard L. Beck, Peter A.
Crossgrove and Alan R. McFarland. All of the members of the
Human Resource and Compensation Committee are unrelated within
the meaning of the TSX guidelines. This Committee meets at least
annually and, in 2003, held three meetings.



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The Committee generally has primary
responsibility for (i) assisting the Board of Directors in
discharging its responsibilities relating to the compensation of
Masonites executives, (ii) approving and monitoring
insider trading policies and (iii) producing an annual
report on executive compensation for inclusion in the proxy
circular for Masonites annual meeting of shareholders.
More particularly, the Human Resource and Compensation Committee
generally assumes several duties and responsibilities, including:



|  |                                                                                                                                                                                                                                                       
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | reviewing all aspects of the compensation of the
    Chief Executive Officer of Masonite;                                                                                                                                                             
| 
| | reviewing the performance of the Chief Executive
    Officer;                                                                                                                                                                                         
| 
| | annually reviewing and discussing the objectives
    provided by the Chief Executive Officer and assessing the
    performance of the Chief Executive Officer against those
    objectives;                                                           
| 
| | making recommendations to the Board of Directors
    with respect to non-Chief Executive Officer compensation,
    incentive compensation and equity-based compensation plans;                                                                        
| 
| | annually reviewing, analyzing and making
    recommendations to the Board of Directors in respect of
    compensation policy and practice, annual base salaries and short
    and long-term incentive plans;                                          
| 
| | reviewing and approving Masonites insider
    trading policy;                                                                                                                                                                                        
| 
| | reviewing and recommending to the Board of
    Directors for approval any public disclosure regarding the
    compensation of Masonites executives, including in the
    information circular for Masonites annual meetings of
    shareholders; and
| 
| | preparing and recommending to the Board of
    Directors for approval the report on executive compensation
    contained in Masonites information circular for its annual
    meeting of shareholders.                                               




Nominating and Corporate Governance
Committee

The members of Masonites Nominating and
Corporate Governance Committee are Howard L. Beck,
Peter A. Crossgrove, Fredrik S. Eaton and Saul M.
Spears. All of the members of the Nominating and Corporate
Governance Committee are unrelated within the meaning of the TSX
guidelines. This Committee meets at least annually and, in 2003,
held one meeting.

The Committee generally has primary
responsibility for (i) recommending to the Board of
Directors the nominees for election as director for each annual
meeting of shareholders of Masonite, (ii) developing and
recommending to the Board of Directors a set of corporate
governance principles for Masonite and (iii) overseeing the
evaluation of the Board of Directors and management. More
particularly, the Nominating and Corporate Governance Committee
generally assumes several duties and responsibilities, including:



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | annually reviewing the credentials of nominees
    for re-election to the Board of Directors, identifying the
    individuals qualified to become new directors and recommending
    new nominees for election by the shareholders of Masonite to
    ensure that nominees have the highest personal and professional
    integrity and have demonstrated exceptional ability and to
    ensure that each nominees qualifications are maintained;
| 
| | reviewing and making recommendations as to the
    composition, structure and charters of the committees of the
    Board of Directors of Masonite;                                                                                                                                                                                                                                                                                               
| 
| | developing the corporate governance principles
    and guidelines of Masonite and advising which of such practices
    are different from those recommended by securities regulators
    and applicable stock exchanges, reviewing the principles and
    guidelines at least annually and recommending any changes to the
    policy as the Committee considers appropriate;                                                                     
| 
| | reviewing and recommending to the Board of
    Directors for approval any disclosure regarding Masonites
    corporate governance practices;                                                                                                                                                                                                                                                                                                     
| 
| | developing and recommending to the Board of
    Directors position descriptions for each of the directors and
    the Chief Executive Officer;                                                                                                                                                                                                                                                                                                    
| 
| | making recommendations regarding succession
    planning;                                                                                                                                                                                                                                                                                                                                                                                         
| 
| | developing practices to assess board performance
    as a whole, as committees and as individuals;                                                                                                                                                                                                                                                                                                                                                



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|  |                                                                                                                                                                                                                                                                       
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | reviewing and recommending that the Board of
    Directors adopt a communications policy for communication with
    shareholders, the investment community, the media, the
    government and its agencies, employees and the general public;                         
| 
| | establishing, reviewing and updating
    Masonites Code of Business Conduct and Ethics, reviewing
    reports regarding compliance with such Code and satisfying
    itself that management has a system in place to disclose the
    Code and any changes to it; and
| 
| | undertaking such other initiatives as are needed
    to help the Board of Directors deliver good corporate governance.                                                                                                                                                

Executive Compensation




Summary Compensation Table for Named Executive
Officers

Compensation for the Chief Executive Officer and
the next four most highly compensated executive officers
(collectively, the Named Executive Officers) is
summarized in the table below.

|                                  |  |      |      |                     |              |            |           |     |                |                               |           |         |             |     |                |               |     |  |         |  |  |  |           | 
|--------------------------------- |  | ---- | ---- | ------------------- | ------------ | ---------- | --------- | --- | -------------- | ----------------------------- | --------- | ------- | ----------- | --- | -------------- | ------------- | --- |  | ------- |  |  |  | --------- | 
|                                  |  |      |      |                     |              |            |           |     |                |                              
|                                  |  |      |      |                     |              |            |           |     |                | Long term compensation awards
|                                  |  |      |      |                     |              |           
|                                  |  |      |      | Annual compensation |              | Securities |           |     |               
|                                  |  |      |      |                     |              | under      |           |     | Restricted and |                              
|Name and                          |  |      |      |                     |              | Bonus      |           |     | Other annual   |                               |           | options |             |     | deferred share |              
|principal position                |  | Year |      |                     | Salary (US$) |            | (US$)     | (a) |                | compensation (US$)            | (b)       |         | granted (#) | (c) |                | units (Cdn.$) | (d)
|                                 
|                                 
|Philip S. Orsino                  |  |      | 2003 |                     |              |            | 1,250,000 |     |                |                               | 2,750,000 |         |             |     | 1,800          |               |     |  | Nil     |  |  |  | 4,931,315 | 
|President and                     |  |      | 2002 |                     |              |            | 1,250,000 |     |                |                               | 1,850,000 |         |             |     | 8,800          |               |     |  | 350,000 |  |  |  | Nil       | 
|Chief Executive Officer           |  |      | 2001 |                     |              |            | 900,000   |     |                |                               | 3,580,000 |         |             |     | 17,800         |               |     |  | Nil     |  |  |  | Nil       | 
|                                 
|Harley Ulster                     |  |      | 2003 |                     |              |            | 400,000   |     |                |                               | 428,000   |         |             |     | 1,000          |               |     |  | Nil     |  |  |  | 280,439   | 
|Executive Vice-President, General |  |      | 2002 |                     |              |            | 400,000   |     |                |                               | 168,000   |         |             |     | 5,100          |               |     |  | 10,000  |  |  |  | Nil       | 
|Counsel and Corporate Secretary   |  |      | 2001 |                     |              |            | 400,000   |     |                |                               | 668,000   |         |             |     | 10,400         |               |     |  | Nil     |  |  |  | Nil       | 
|                                 
|Lawrence P. Repar                 |  |      | 2003 |                     |              |            | 393,400   |     |                |                               | 428,000   |         |             |     | 1,100          |               |     |  | Nil     |  |  |  | 425,385   | 
|Executive Vice-President          |  |      | 2002 |                     |              |            | 385,000   |     |                |                               | 138,600   |         |             |     | 5,700          |               |     |  | 70,000  |  |  |  | Nil       | 
|and Group Chief Operating Officer |  |      | 2001 |                     |              |            | 350,000   |     |                |                               | 476,000   |         |             |     | 11,600         |               |     |  | Nil     |  |  |  | Nil       | 
|                                 
|James U. Morrison (e)             |  |      | 2003 |                     |              |            | 385,000   |     |                |                               | 438,000   |         |             |     | Nil            |               |     |  | Nil     |  |  |  | 425,385   | 
|Executive Vice-President and      |  |      | 2002 |                     |              |            | 370,000   |     |                |                               | 133,200   |         |             |     | Nil            |               |     |  | 10,000  |  |  |  | Nil       | 
|Group Chief Operating Officer     |  |      | 2001 |                     |              |            | 123,333   |     |                |                               | 397,500   |         |             |     | Nil            |               |     |  | 200,000 |  |  |  | Nil       | 
|                                 
|Robert V. Tubbesing               |  |      | 2003 |                     |              |            | 350,000   |     |                |                               | 211,000   |         |             |     | 1,000          |               |     |  | Nil     |  |  |  | 280,439   | 
|Vice-President, Finance           |  |      | 2002 |                     |              |            | 350,000   |     |                |                               | 126,000   |         |             |     | 5,200          |               |     |  | 10,000  |  |  |  | Nil       | 
|and Chief Financial Officer       |  |      | 2001 |                     |              |            | 350,000   |     |                |                               | 426,000   |         |             |     | 10,500         |               |     |  | Nil     |  |  |  | Nil       | 
|                                 

Notes



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | In February 2003, the Named Executive Officers
    were given a discretionary cash bonus in the following amounts
    (in US$): Philip Orsino  $1,250,000; Harley
    Ulster  $140,000; Lawrence Repar 
    $140,000; James Morrison  $150,000; and Robert
    Tubbesing  $85,000. This discretionary bonus is
    included in the total bonus amounts reported for 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(b) | Represents imputed interest benefits on the
    interest-free loans provided by Masonite under its Senior
    Executive Share Purchase Plan, which were repaid in full in
    February, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(c) | Options granted in 2002 were for the Named
    Executive Officers performances in 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(d) | In October, 2003, the Company adopted a
    Restricted Share Incentive Plan, providing for the grant of
    restricted share units (RSUs) and a Deferred Share
    Incentive Plan, providing for the grant of deferred share units
    (DSUs), each described within the Report of the
    Human Resources and Compensation Committee on Executive
    Compensation. The RSUs and DSUs, respectively, awarded to each
    Named Executive Officer were: Mr. Orsino 
    117,400 and 39,100; Mr. Ulster  6,700 and 2,200;
    Mr. Repar  10,100 and 3,400;
    Mr. Morrison  10,100 and 3,400; and
    Mr. Tubbesing  6,700 and 2,200. The value on the
    date of grant is based on a 20 day weighted average trading
    price, as more fully described within the Report of the Human
    Resources and Compensation Committee on Executive Compensation.
|   
|(e) | Mr. Morrison jointed Masonite on
    August 31, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



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##### Table of Contents



- 10 -






2003 Stock Option Grants and
Exercises

In the year ended December 31, 2003, the
Company did not grant any options to purchase common shares of
Masonite to the Named Executive Officers. The following table
shows the number of options exercised by each of the Named
Executive Officers in 2003, as well as the aggregate number of
options each Named Executive Officer now holds and the value of
these options based on the market price of Masonites
common shares on the TSX as at December 31, 2003, which was
$34.60.

Aggregated Option Exercises During the Year
Ended December 31, 2003

and Financial Year-end Option Values


|                    |  |              |         |  |                  |                     |                          |                         |                           |  |               |  |  |             |         |  |               |  |            |  |  |  |           | 
|------------------- |  | ------------ | ------- |  | ---------------- | ------------------- | ------------------------ | ----------------------- | ------------------------- |  | ------------- |  |  | ----------- | ------- |  | ------------- |  | ---------- |  |  |  | --------- | 
|                    |  |              |         |  |                  |                     |                          |                         |                           | 
|                    |  |              |         |  |                  |                     |                          | Value of unexercised   
|                    |  |              |         |  |                  | Unexercised options |                          | in-the-money options at
|                    |  | Securities   |         |  |                  |                     | at December 31, 2003 (#) |                         | December 31, 2003 (Cdn.$)
|                    |  | acquired on  |         |  | Aggregate value  |                     |                          |                         |                           | 
|Name                |  | exercise (#) |         |  | realized (Cdn.$) |                     |                          | Exercisable             |                           |  | Unexercisable |  |  | Exercisable |         |  | Unexercisable |  |            | 
|                   
|                   
|Philip S. Orsino    |  |              | 355,000 |  |                  |                     | 5,415,000                |                         |                           |  | 890,833       |  |  |             | 116,667 |  |               |  | 17,479,000 |  |  |  | 1,423,000 | 
|Harley Ulster       |  |              | 136,600 |  |                  |                     | 2,584,000                |                         |                           |  | 167,567       |  |  |             | 3,333   |  |               |  | 3,451,000  |  |  |  | 41,000    | 
|Robert V. Tubbesing |  |              | 150,000 |  |                  |                     | 2,937,000                |                         |                           |  | 146,667       |  |  |             | 3,333   |  |               |  | 3,082,000  |  |  |  | 41,000    | 
|Lawrence P. Repar   |  |              | 40,000  |  |                  |                     | 591,000                  |                         |                           |  | 196,667       |  |  |             | 23,333  |  |               |  | 3,586,000  |  |  |  | 285,000   | 
|James U. Morrison   |  |              | Nil     |  |                  |                     | Nil                      |                         |                           |  | 206,667       |  |  |             | 3,333   |  |               |  | 4,341,000  |  |  |  | 41,000    | 
|                   

Employment Agreement and Termination of
Employment

Masonites predecessor, Premdor Inc.,
entered into an employment agreement with Philip Orsino on
October 27, 1989, which agreement has been extended by the
Board of Directors four times (most recently on
February 13, 2003). Under his employment agreement,
Mr. Orsino has agreed to serve as the President and Chief
Executive Officer of Masonite until December 31, 2007 and
Masonite has agreed that he shall continue in that position
thereafter unless he is terminated in accordance with the terms
of the agreement. If Mr. Orsinos employment is
terminated other than for cause, he is entitled to at least
24 months notice and his termination date shall not
be earlier than December 31, 2007. In the event that this
provision is not complied with, Mr. Orsino is entitled to
payment of his salary and other compensation and benefits that
he would have otherwise been entitled to receive during the
period from the termination notice to the later of (i) the
expiry of the 24 month period and
(ii) December 31, 2007. The agreement provides that
Masonite shall pay to Mr. Orsino an annual salary approved
by the Board of Directors, excluding Mr. Orsino.

Masonite has also entered into agreements with
the Named Executive Officers in order to induce such executives
to remain in the employ of Masonite following a change in
control. The terms and conditions of the agreements are similar
for each of the Named Executive Officers. Under the agreements,
a change in control would occur in the three scenarios described
below:



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | if a person acquires 20% or more of
    Masonites outstanding common shares, and a change in the
    composition of the Board of Directors occurs within two years
    after the date of such acquisition such that the directors of
    Masonite in office immediately before such date cease to
    constitute a majority of the Board of Directors;                                                                                                                                                                                                                                                                                                                                                                                                
| 
| | a person acquires 35% or more of Masonites
    outstanding common shares; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| 
| | the shareholders of Masonite approve (i) an
    amalgamation or merger of Masonite with any other corporation
    (other than a subsidiary of Masonite), (ii) any other
    business combination or consolidation, (iii) a plan for the
    liquidation of Masonite, or (iv) an agreement for the sale
    or disposition of all or substantially all of Masonites
    assets and within two years following any such transaction, a
    majority of the board of directors of the amalgamated or merged
    entity or successor entity into which Masonite was liquidated or
    which acquired all or substantially all of Masonites
    assets is not comprised of individuals who were directors of
    Masonite immediately prior to such event.

Upon a change in control, Masonite has agreed,
among other things, to continue the employment of the Named
Executive Officers. If their employment is terminated by
Masonite, at any time prior to a change of control or at any
time within three years following a change of control (other
than for cause, disability, retirement or death), or if the
executives employment is terminated by the executive for
good reason at any time within three years following
a change in control, or if the executives employment is
terminated by the executive at any time within 60 days
after the end of the 12 month period following a change in
control with or without good reason, the executive
will be entitled to receive an amount equal to two to three
times (depending on the



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##### Table of Contents



- 11 -

executive) the executives annual salary and
bonus (subject to reduction if the executive would have retired
within two years following the date of termination).

Report of the Human Resource and Compensation Committee on
Executive Compensation

It is the responsibility of the Human Resource
and Compensation Committee to review and recommend to the Board
of Directors annually the compensation proposed to be paid to
Masonites executive officers and to make recommendations
to the Board concerning annual bonus levels and grants under
Masonites long-term incentive plans. The Committee also
reviews such human resources and compensation issues as it
considers appropriate, and retains consultants from time to time
to provide advice regarding Masonites compensation
strategy and programs.




Compensation Strategy

The major elements of Masonites
pay-for-performance executive compensation program are base
salary, a short-term incentive in the form of an annual cash
bonus and long-term incentives. The Human Resource and
Compensation Committee believes that this approach best serves
the interests of shareholders by ensuring that executive
officers are compensated in a manner that advances both the
short and long-term interests of shareholders. Thus,
compensation for Masonites executive officers involves a
high proportion of pay which is at risk: the annual cash bonus
is based primarily on the extent to which the objectives set out
in the business plan are achieved and the long-term incentive
grants are based on the criteria outlined under Long-Term
Incentives below. Annual cash bonuses and long-term
incentive grants can also be based, in part, on an evaluation of
the contribution made by the executive to Masonites
performance. Long-term incentives also directly relate a
significant portion of the executives remuneration to
share price appreciation realized by Masonites
shareholders. The directors have the authority to grant
additional discretionary bonuses based on performance.

The Human Resource and Compensation Committee
places a greater emphasis on short-term and long-term incentives
than might be expected for a Canadian incorporated public
company. Over 80% of Masonites revenue is derived from
North American sources with a significant portion thereof
deriving from United States sources. Consequently, Masonite
competes for executive talent in the United States market. The
Committee has used short-term and long-term incentives to more
closely align Masonites compensation levels to those of
the executives counterparts in the United States. The
target is for the aggregate compensation payable to executive
officers to be above average in relation to compensation paid
for comparable executives in the United States and Canada. The
comparative group consists of corporations in similar businesses
with similar revenues and performance achievements.

Base Salary

Annual base salary levels for the executive
officers are established for each year by reference to the range
of salaries paid in general industry in North America with the
intention that the salaries will be in the
75th percentile of that range. The Chief
Executive Officer has an employment contract which provides for
a specified minimum annual salary subject to such increases as
the Board of Directors (excluding the Chief Executive Officer)
determines appropriate. See Executive
Compensation  Employment Agreement and Termination of
Employment above.

Annual Cash Bonus

The entitlement of each executive officer to an
annual bonus is tied to the satisfaction of Masonites
objectives set out in its business plan for that year as
approved by the Board of Directors. In Masonites senior
executive compensation plan, the Committee establishes the
amount of the bonus to be paid should these objectives be
achieved. The bonus is a percentage, ranging from 30% to 120%,
of an executives base salary.

Long-Term Incentives

The Committee believes that a material portion of
total compensation must be aligned with the market price of
Masonite common shares. The Committee has established a
guideline that the total number of Masonite common shares
reserved for issuance pursuant to the grant of stock options,
minus those options that have been exercised, shall not exceed
10% of the issued and outstanding common shares of Masonite.
Stock options granted in past years were exercisable over a ten
year period and vest in three equal instalments following the
date granted. A small number of stock options were granted in
2003 to non-executive employees. On March 16, 2004, the
Committee recommended, and the Board approved, an amendment to
Masonites stock option plan to provide that future grants
of options to directors are conditional upon the approval of a
majority of Masonites shareholders.



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In 2003 and the beginning of 2004, the Human
Resources and Compensation Committee altered its approach to the
provision of long-term incentives to executive employees. In
2003, all members of the executive and senior management group
received grants of RSUs and DSUs. Neither the RSUs nor DSUs
dilute the ownership position of shareholders and the cost
thereof is both fully deductible from Masonites tax
obligations and is expensed in full to the income statement. The
Committee undertook this change to strengthen linkages between
the interests of executives and those of the shareholders
through simulated equity ownership and in the light of emerging
executive compensation trends and sentiment in the market place.

The total number of RSUs and DSUs granted in 2003
reflected an actuarial value approximately equivalent to the
companys previous practice in respect of the grant of
stock options. Seventy-five percent of the equivalent value was
disbursed on RSUs and 25% in DSUs. The size of individual grants
of RSUs and DSUs to specific executives relates to the
responsibilities and performance of the executive concerned.

RSUs are phantom shares with a nominal value
equal to the fair market value of a common share. Each RSU is
converted into a cash payment over time based on the prevailing
price of Masonite shares. The Masonite 2002 Restricted Share
Incentive Plan, effective October 21, 2003, provided
certain senior officers of Masonite with a one-time grant of
RSUs as a bonus in respect of services rendered in 2002. A total
of 201,300 RSUs were granted under the terms of the plan. Except
in the case of anti-dilution adjustments and the granting of
additional units based on notional equivalents of dividends paid
on Masonite common shares, no additional RSUs will be granted
under the plan.

One third of the RSU grants made in 2003 vested
on October 21, 2003 and, subject to continued employment,
one third of the RSU grants made in 2003 vest on each of
October 21, 2004 and 2005. The payment to be made on
vesting is based on the number of RSUs granted multiplied by the
weighted average closing prices of Masonite common shares for
the 20 days prior to the vesting date.

DSUs are also phantom shares with a nominal value
equal to the fair market value of a common share. Each DSU is
converted into a cash payment on retirement of the recipient or
prior termination of employment based on the prevailing price of
Masonite common shares. The Masonite 2002 DSU Plan, effective
October 21, 2003, provided certain senior officers of
Masonite with a one-time grant of DSUs as a bonus in respect of
services rendered in 2002.

A total of 66,900 DSUs were granted under the
terms of the plan that vested in the recipient immediately.
Except in the case of anti-dilution adjustments and the granting
of additional units based on notional equivalents of dividends
paid on Masonite common shares, no additional DSUs will be
granted under the plan. The payment to be made at retirement or
termination of employment is based on the number of DSUs granted
multiplied by the weighted average closing prices of Masonite
common shares for the 20 days prior to the vesting date.

The Human Resources and Compensation Committee
has continued to develop executive incentive arrangements in
2004. Under the provisions of the 2004 Masonite Long-Term
Incentive Plan, effective for 2004, eligible participants will
receive a long-term incentive grant valued appropriately to the
nature of their accountabilities in the ratio 70% RSUs and 30%
DSUs. Subject to the performance criteria outlined below, a
total of 182,200 RSUs and 78,100 DSUs were distributed
to the Named Executive Officers in 2004. The RSUs and DSUs,
respectively, awarded to each Named Executive Officer in 2004
were: Mr. Orsino  99,700 and 42,800;
Mr. Ulster  21,300 and 9,100;
Mr. Repar  21,300 and 9,100;
Mr. Morrison  21,300 and 9,100; and
Mr. Tubbesing  18,600 and 8,000.

In addition to continued employment, vesting of
RSUs granted in 2004 will be subject to the following
requirements:



|  |                                                                                                                                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Vesting will occur only at the end of the three
    year term of the RSU;                                                                                                                                                                                        
| 
| | 50% of the grant will be subject to Masonite
    achieving pre-established increased earnings per share
    (EPS) targets which are recommended by the Committee
    and approved by the Board; and                                                            
| 
| | 50% of the grant will be subject to Masonite
    achieving return on equity (ROE) that falls between
    the median and the 75th percentile of comparable
    publicly-traded Canadian and U.S. companies with sales
    between US$1 billion and US$5 billion.

The number of RSUs subject to EPS performance
vesting standards can be increased by up to 20% if the EPS
target is exceeded by 50%. Conversely, only 50% of such RSUs
will vest if EPS equals 80% of the EPS target and none will vest
if EPS falls below this level.

The number of RSUs subject to ROE performance
vesting standards can be increased by up to 20% if ROE exceeds
the 75th percentile of comparable
publicly-traded Canadian and U.S. companies with sales
between US$1 and US$5 billion.



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Conversely, only 50% of such RSUs will vest if
ROE equals the 35th percentile of such companies
and none will vest if ROE falls below the
35th percentile.

DSUs granted in 2004 under the provisions of the
2004 Masonite Long-Term Incentive Plan will vest over five years
at the rate of 20% per annum commencing 1 year after the
date granted. While the DSUs may vest prior to the termination
of an executives employment or prior to his or her
retirement, they are not paid out until such retirement or
termination. Both RSUs and DSUs granted in 2004 are eligible to
accrue additional fractional units to reflect dividends paid by
Masonite based on the prevailing fair market value of
Masonites common shares.

The payment to be made after three years in the
case of RSUs or at retirement or termination of employment in
the case of DSUs is based on the number of RSUs or DSUs, as
applicable, that have vested in accordance with the provisions
thereof described above multiplied by the weighted average
closing prices of Masonite common shares for the 20 days
prior to the payment date.

Masonite does not currently have specific target
ownership guidelines for equity holdings in Masonite by
executive officers. However, vested and unvested DSUs have
substantially the same motivational effect and value to
executives as owning real shares. Further, DSUs cannot be
converted into a cash payment or a tradable security during
employment. Accordingly, the accumulation of DSUs into the
future will implicitly create a holding by each executive and
senior manager that parallels the intent of ownership guidelines.

The Human Resource and Compensation Committee
believes that Masonites compensation structure
appropriately takes into account Masonites performance and
the individual contributions toward that performance by the
Chief Executive Officer and other executive officers of
Masonite. In summary, the Human Resource and Compensation
Committee believes that Masonites compensation policy and
practices are helping Masonite attract, retain and motivate its
executive officers in the attainment of its business goals and
in the best interests of shareholders.

Submitted by the Human Resource and Compensation
Committee of the Board of Directors:

|                  |  |                    
|----------------- |  | -------------------
|Howard L. Beck    |  | Peter A. Crossgrove
|(Chair)          
|                 
|Alan R. McFarland



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Directors, Executive Officers and Senior Officers 
Indebtedness

There is currently no indebtedness outstanding
incurred by current or former directors, officers and employees
of Masonite or its subsidiaries.

Directors and Officers Insurance and
Indemnification

The premium paid for the directors and
officers liability insurance policy purchased by Masonite
for the year ended December 31, 2003 was U.S.$581,000. The
aggregate insurance coverage obtained under the policy is
U.S.$100,000,000 per year. There is no deductible for claims
under this insurance policy by directors and officers and a
U.S.$500,000 deductible for claims by Masonite.

In accordance with the provisions of the
Business Corporations Act(Ontario), the by-laws of
Masonite provide that Masonite shall indemnify a director or
officer or a former director or officer, or a person who acts or
acted at Masonites request as a director or officer of a
company of which Masonite is or was a shareholder or creditor,
and his or her heirs and legal representatives, against all
costs, charges and expenses, including an amount paid to settle
an action to satisfy a judgment, reasonably incurred by him or
her in respect of any civil, criminal or administrative action
or proceeding to which he or she was made a party by reason of
being or having been a director or officer of Masonite or such
other company if he or she acted honestly and in good faith with
a view to the best interests of Masonite or, in the case of a
criminal or administrative action or proceeding that is enforced
by monetary penalty, he or she had reasonable grounds for
believing that his or her conduct was lawful.

Performance Graph

The following graph compares the total cumulative
shareholder return for $100 invested in common shares of
Masonite on December 31, 1998 with the cumulative total
return of the S&P/TSX Composite Index (formerly the
TSE 300 Composite Index) for the five most recently
completed years. The S&P/TSX Composite Index is a total
return index, including dividends reinvested.



| |                    
| | -------------------
| | (PERFORMANCE GRAPH)



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Additional Information

If you would like to obtain, at no cost to you, a
copy of any of the following documents:



|      |                                                                                                                                                                                                                                                                     
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i)   | the latest Annual Information Form of Masonite
    together with any document, or the pertinent pages of any
    document, incorporated by reference therein;                                                                                                       
|     
|(ii)  | the comparative financial statements of Masonite
    for the year ended December 31, 2003 together with the
    accompanying report of the auditors thereon or any interim
    financial statements of Masonite for periods subsequent to
    December 31, 2003; or
|     
|(iii) | this Proxy Circular,                                                                                                                                                                                                                                                

|                             |  |                                                                                                                                                                                                                                        
|---------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|please send your request to: |  | Masonite International Corporation
    1600 Britannia Road East
    Mississauga, Ontario, Canada L4W 1J2
    Attention: Investor Relations
    Telephone: 905-670-6500
    Fax: 905-670-6520
    E-mail: investorrelations@masonite.com

Directors Approval

The Board of Directors has approved the contents
and the sending of this Proxy Circular to the shareholders.

Harley Ulster

Executive Vice-President, General Counsel


and Corporate Secretary


Toronto, Ontario


March 26, 2004



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Schedule 1  Governance Procedures

Extensive regulatory changes are in progress,
primarily arising from the United States Sarbanes-Oxley
Act, and further changes are forthcoming as a result of
discussions between the TSX and the Ontario Securities
Commission and as a result of changes to the New York Stock
Exchange listing requirements. Masonite continues to monitor
these changes and as clarification on each is available,
appropriate action will be contemplated. See Corporate
Governance Practices.

Below Masonites governance procedures are
compared with the TSX corporate governance disclosure guidelines.

|              |                                                                                                                                                                                                               |                    |  |                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 
|------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ |  | -------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|TSX Guideline |                                                                                                                                                                                                               | Masonite Alignment |  | Masonites Governance Procedures |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|             
|             
|1.            | The Board should explicitly assume
    responsibility for the stewardship of Masonite and, as part of
    the overall stewardship responsibility, should assume
    responsibility for the following matters: |                    |  | yes                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Charter of the Board states that it, either
    directly or through committees, is responsible for management
    and supervision of the business and affairs of Masonite with the
    objective of enhancing shareholder value. It establishes the
    overall policies and standards for Masonite. The Board has
    delegated to management the power to manage the day-to-day
    business and affairs of Masonite. The Board seeks to ensure that
    Masonite is managed so as to enhance shareholder value and to
    ensure its long-term viability. The directors are kept informed
    of Masonites operations at directors meetings and
    committee meetings and through reports and discussions with
    management. |  | 
|             
|              |                                                                                                                                                                                                               |                    |  |                                  |  | The Board meets on a regularly scheduled basis
    and, during 2003, met on seven occasions. In addition,
    communications between the directors and management occurs apart
    from the regularly scheduled Board or committee meetings. Board
    meetings, from time to time, focus on strategic, long-term
    planning. The President and Chief Executive Officer is required
    to review his short and long-term goals with the Board through
    the presentation of an annual business plan. At least annually,
    the Board conducts an extensive review of the business plan. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|             
|              |                                                                                                                                                                                                               |                    |  |                                  |  | In addition, the Board has adopted a Code of
    Conduct for employees. The Code prohibits actions that could be
    considered a conflict of interest and contains provisions in
    respect of fair dealing, confidentiality and prohibitions on
    illegal or unethical behaviour.                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|             
|              | (a) adoption of a strategic planning process;                                                                                                                                                                 |                    |  | yes                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Board approves Masonites annual
    business plan prepared by management. These plans include
    details of the opportunities and risks of the business. An
    annual strategy session enables directors to gain a fuller
    appreciation of planning priorities and provides the opportunity
    for directors to give constructive feedback to management.
    Throughout the year, the directors also receive strategic
    updates at regular Board meetings.                                                                                                                                                                                                                                                                |  | 

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|                                                       |                                                                                                                                                         |                    |     |                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | 
|------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | --- | -------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|TSX Guideline                                          |                                                                                                                                                         | Masonite Alignment |     | Masonites Governance Procedures |  |                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                      
|                                                      
|                                                       | (b)  identification of the principal risks of
    Masonites business and ensuring the implementation of
    appropriate systems to manage those risks; |                    |     | yes                              |  |                                                                                                                                                                                                                                                                                                                                                                                                              | The Board assumes responsibility for identifying
    and managing business risks. The Board reviews with management
    Masonites principal risks and receives reports of
    managements assessment of, and proposed responses to,
    those risks as they develop. This process ensures that the Board
    as a whole actively and appropriately oversees the management of
    all significant risks applicable to Masonites business.
    The Audit Committee meets regularly to review areas of financial
    risk.                                                                                                                                                                                                                                                                                                                                                                                 |  | 
|                                                      
|                                                       | (c)  succession planning, including
    appointing, training and monitoring senior management;                                                          |                    |     | yes                              |  |                                                                                                                                                                                                                                                                                                                                                                                                              | The Nominating and Corporate Governance Committee
    reviews and reports to the Board on planning and monitoring
    organizational structure and succession matters at least
    annually. The President and Chief Executive Officer makes
    succession planning an ongoing priority. The Human Resource and
    Compensation Committee reviews and monitors executive
    development programs. The Board has adopted pay-for-performance
    based compensation in order to attract, retain and motivate
    skilled and entrepreneurial management and employees.                                                                                                                                                                                                                                                                                                                                    |  | 
|                                                      
|                                                       | (d)  communications policy; and                                                                                                                         |                    |     | yes                              |  |                                                                                                                                                                                                                                                                                                                                                                                                              | The Board is responsible for reviewing and
    approving a communications policy for Masonite regarding
    communication with shareholders, the investment community, the
    media, governments and their agencies, employees and the general
    public. The Board considers the recommendations of the
    Nominating and Corporate Governance Committees with respect to
    this policy. Masonite has implemented procedures to ensure the
    timely dissemination of all material information. The Board
    scrutinizes all material disclosure documents such as quarterly
    press releases, this Proxy Circular, Masonites Annual
    Reports and Masonites annual information forms.
    Furthermore, the Board and its Committees review Masonites
    communication policies that address how Masonite interacts with
    the public and certain measures to avoid selective disclosure. |  | 
|                                                      
|                                                       | (e)  integrity of Masonites internal
    control and management information systems.                                                                   |                    |     | yes                              |  |                                                                                                                                                                                                                                                                                                                                                                                                              | The Board has, through the appointment of various
    committees, put in place an effective system for monitoring the
    implementation of corporate strategies. In addition, the Board
    has the power to appoint ad hoccommittees to deal
    with specific non-recurring issues. Each of the committees is
    responsible to review and advise the Board on implementation of
    corporate strategy in the areas described on pages 7
    to 9 of this Proxy Circular.                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
|                                                      
|                                                      
|                                                      
|2.  A majority of directors should be
    unrelated. |                                                                                                                                                         |                    | yes |                                  |  | The Charter of the Board states that at least a
    majority of the directors shall be independent for the purposes
    of all applicable regulatory and stock exchange requirements.
    All directors standing for election on May 3, 2004, with
    the exception of Mr. Orsino, the President and Chief
    Executive Officer of Masonite, are unrelated within
    the meaning of the TSX guidelines. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 

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|                                                                                                                                                                                                                                                                                                                     |  |                    |     |                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --- | -------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|TSX Guideline                                                                                                                                                                                                                                                                                                        |  | Masonite Alignment |     | Masonites Governance Procedures |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                    
|3.   The Board has responsibility for
    applying the definition of unrelated director to
    each individual director and for disclosing annually the
    analysis of the application of the principles supporting this
    definition and whether the Board has a majority of unrelated
    directors.          |  |                    | yes |                                  |  | Based on information provided by directors as to
    their individual circumstances, the Board has determined that
    only one of the nine persons proposed for election to the Board
    for 2004 is related and that is Mr. Orsino, the
    President and Chief Executive Officer of Masonite. For a brief
    description of the principal occupation, board memberships and
    achievements of each of the directors, please see pages 3
    to 5 of this Proxy Circular.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 
|                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                    
|4.   The Board should appoint a
    committee of directors composed exclusively of outside, i.e.
    non-management, directors, a majority of whom are
    unrelated directors, with responsibility for
    proposing to the full Board new nominees to the Board and
    assessing directors on an ongoing basis. |  |                    | yes |                                  |  | The Nominating and Corporate Governance Committee
    is responsible for recommending to the Board suitable director
    candidates. In undertaking this responsibility, the Committee
    annually assesses the skill sets of the existing Board and
    committees and identifies any additional skill sets deemed to be
    beneficial. The Committee is composed of four members, all of
    whom are unrelated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 
|                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                    
|5.   The Board should implement a
    process, to be carried out by an appropriate committee, for
    assessing the effectiveness of the Board, its committees and the
    contribution of individual directors.                                                                                                     |  |                    | yes |                                  |  | The Charter of the Nominating and Corporate
    Governance Committee contains provisions regarding the
    evaluation of the competencies and skills of each director. The
    Nominating and Corporate Governance Committee conducts an
    evaluation process of the effectiveness of the Board and its
    committees, including a directors survey to provide
    feedback to individual directors on the Boards
    effectiveness. The survey, the results of which are compiled by
    an outside consultant to ensure confidentiality, rates the
    Boards performance. In such evaluation process, the
    Committee assesses the operation of the Board and its
    committees, the skill sets and performance of the existing
    members of the Board and committees, the adequacy of information
    provided to directors, communication processes between the Board
    and management, agenda planning for Board and committee meetings
    and strategic direction and process. The Committee has the
    ability to make recommendations for changes where appropriate. |  | 
|                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                    
|6.   The Board, as an integral element
    of the process of appointing new directors, should provide
    orientation and education programs for new recruits to the Board.                                                                                                                                          |  |                    | yes |                                  |  | The responsibility for the orientation and
    continuing education of the directors is delegated to the
    Nominating and Corporate Governance Committee. New directors are
    provided with full orientation on Masonites organizational
    structure, the structure of the Board and its committees,
    Masonites corporate policies and by-laws. On an ongoing
    basis, presentations are made and reports are provided to the
    Board on various aspects of Masonites operations. Board
    meetings are held from time to time at plant sites and regional
    offices to give directors additional insight into
    Masonites business.                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 

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|                                                                                                                                                                                                                                                                            |  |                    |     |                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --- | -------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|TSX Guideline                                                                                                                                                                                                                                                               |  | Masonite Alignment |     | Masonites Governance Procedures |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                           
|7.   The Board should examine its size
    and, with a view to determining the impact of the number upon
    effectiveness, undertake, where appropriate, a program to reduce
    the number of directors to a number which facilitates more
    effective decision-making. |  |                    | yes |                                  |  | At the meeting on May 3, 2004, nine
    directors will stand for election for a one-year period. The
    matter of Board size is considered formally on an annual basis
    by the Board, and on an ongoing basis by the Nominating and
    Corporate Governance Committee. The Board is of the view that
    the current membership has the necessary breadth and diversity
    of experience and its size is appropriate to provide for
    effective decision-making and staffing of Board committees. The
    Board continues to assess potential candidates for future
    nominations.                              |  | 
|                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                           
|8.   The Board should review the
    adequacy and form of compensation of directors and ensure the
    compensation realistically reflects the responsibilities and
    risks involved in being an effective director.                                                      |  |                    | yes |                                  |  | The Human Resource and Compensation Committee
    annually reviews the compensation paid to directors to ensure
    that it is competitive, and is consistent with the risks and
    responsibilities involved in being an effective director. The
    Human Resource and Compensation Committee believes that the
    compensation paid to Masonites directors (which is set out
    on page 5 of this Proxy Circular) is appropriate in light
    of the risks and responsibilities assumed by the directors.                                                                                                          |  | 
|                                                                                                                                                                                                                                                                           
|9.   Committees of the Board should
    generally be composed of outside directors, a majority of whom
    are unrelated, although some board committees may include one or
    more inside directors.                                                                      |  |                    | yes |                                  |  | The Charter of the Board states that the Board
    may establish and delegate to committees certain
    responsibilities of the Board and must establish an Audit
    Committee, a Nominating and Corporate Governance Committee and a
    Human Resource and Compensation Committee, which it has done.
    The Charter of the Board also states that the composition of all
    committees must be in compliance with the listing requirements
    of applicable stock exchanges and with applicable securities
    legislation. All Board committees are composed solely of outside
    directors who are unrelated. |  | 
|                                                                                                                                                                                                                                                                           



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|                                                                                                                                                                                                                                                                                                                            |  |                    |     |                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --- | -------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|TSX Guideline                                                                                                                                                                                                                                                                                                               |  | Masonite Alignment |     | Masonites Governance Procedures |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|10.   The Board should assume responsibility
    for, or assign to a committee of directors the general
    responsibility for, developing Masonites approach to
    corporate governance issues. This committee would, among other
    things, be responsible for Masonites response to these
    governance guidelines. |  |                    | yes |                                  |  | The Charter of the Board states that the Board is
    responsible for developing Masonites approach to
    governance principles and guidelines and reviewing such
    principles and guidelines annually. The Board is also
    responsible for approving public disclosure regarding
    Masonites governance practices and for reviewing and
    approving each certification regarding governance required to be
    filed by Masonites CEO and CFO. The Board may direct its
    Nominating and Corporate Governance Committee to consider,
    report on and make recommendations in respect of these matters.                                                                                                                                                                                                                                                                                                            |  | 
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|                                                                                                                                                                                                                                                                                                                            |  |                    |     |                                  |  | The Nominating and Corporate Governance Committee
    monitors best practices for governance amongst senior Canadian
    and United States companies and annually reviews Masonites
    governance practices to ensure Masonite continues to exemplify
    high standards of corporate governance. The Committee is
    responsible for Masonites response to these governance
    guidelines and for recommending to the Board a set of governance
    principles. The Nominating and Corporate Governance Committee is
    also responsible for advising the Board as to why any of
    Masonites governances principles, if any, should be
    different from those recommended by applicable stock exchanges
    and securities regulators. A more general overview of the roles
    and responsibilities of the Nominating and Corporate Governance
    Committee is provided on pages 8 and 9 of this Proxy
    Circular. |  | 

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|TSX Guideline                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Masonite Alignment |     | Masonites Governance Procedures |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|11.   The Board, together with the Chief
    Executive Officer, should develop position descriptions for the
    Board and for the Chief Executive Officer, including the
    definition of the limits to managements responsibilities.
    The Board should approve or develop corporate objectives which
    the Chief Executive Officer is responsible for meeting.                                                                                                                                                                                                                                                                                                                                                                                                       |  |                    | yes |                                  |  | The Board is cognizant of its legal
    responsibilities and has established terms of reference for its
    committees. There is no specific mandate for the Board members,
    since the Board has plenary power.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                    |     |                                  |  | A position description for the Chief Executive Officer is
    contained in his employment agreement. The Chief Executive
    Officers and senior managements objectives are set
    out in an annual business plan that is reviewed and approved
    annually by the Board. The Human Resource and Compensation
    Committee conducts an annual assessment of the Chief Executive
    Officers and senior managements performance against
    these objectives. The results of the assessment are reported to
    the Board. The Board has established limits on managements
    authority depending on the nature and size of the proposed
    transaction. The Board believes that management is responsible
    for the development of individual business units and overall
    corporate strategy. The role of the Board is to establish an
    agreed planning process, then review, question and ultimately
    approve the strategy for Masonite. The Board also looks to
    management to identify matters which should be considered by the
    Board, to provide it with all information and documentation
    relevant to the Boards consideration of those issues and
    to remain alert to developments in the strategic environment in
    which Masonite operates, including changes in the industry and
    consumer preference. The Board or one of its committees receives
    regular reports from management confirming Masonites
    compliance with various legal requirements and internal control
    procedures and expects management to provide it with additional
    reports if extraordinary situations arise. |  | 
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|12.   The Board should implement structures
    and procedures which ensure that it can function independently
    of management. An appropriate structure would be to
    (i) appoint a chair of the Board who is not a member of
    management with responsibility to ensure that the Board
    discharges its responsibilities or (ii) adopt alternate
    means such as assigning this responsibility to a committee of
    the Board or to a director, sometimes referred to as the
    lead director. Appropriate procedures may involve
    the board meeting on a regular basis without management present
    or may involve expressly assigning the responsibility for
    administering the Boards relationship to management to a
    committee of the Board. |  |                    | yes |                                  |  | Mr. Crossgrove, the non-executive Chairman
    of the Board, is an independent member of the Board. The
    Chairman serves as a liaison on corporate governance matters
    among the directors and between the Board and senior management.

    The Board and each of its committees meet independently of
    management when needed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 

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|TSX Guideline                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Masonite Alignment |     | Masonites Governance Procedures |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|13.   The Audit Committee should be composed
    of only unrelated directors. Roles and
    responsibilities of the Audit Committee should be specifically
    defined so as to provide appropriate guidance to Audit Committee
    members as to their duties. The Audit Committee should have
    direct communication channels with the internal and external
    auditors to discuss and review specific issues as appropriate.
    The Audit Committees duties should include oversight
    responsibility for management reporting on internal control.
    While it is managements responsibility to design and
    implement an effective system of internal control, it is the
    responsibility of the Audit Committee to ensure that management
    has done so. |  |                    | yes |                                  |  | The Audit Committee is composed of unrelated
    directors. The Board is satisfied that members of the Audit
    Committee are financially literate and have accounting or
    related financial expertise. The Charter of the Audit Committee
    also states that, to the extent possible, the Audit Committee
    will have a financial expert who will possess
    certain attributes and qualifications which are specified in
    such charter. A general overview of the roles and
    responsibilities of the Audit Committee as set out in the
    Committees charter is provided on page 7 of this
    Proxy Circular. This charter is periodically reviewed by the
    Nominating and Corporate Governance Committee which makes
    recommendations to the Board regarding compliance with new and
    existing legislation. |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                    |     |                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                    |     |                                  |  | The Audit Committee meets separately (without management
    present) with the independent external auditors of Masonite and
    discusses with them the financial statements and other financial
    issues as deemed appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                    |     |                                  |  | As outlined in its charter, the Audit Committee
    requires management to implement and maintain appropriate
    internal control. The committee approves the internal control
    policy, and approves the audit and non-audit services provided
    by the independent external auditors to ensure they are
    consistent with maintaining the auditors independence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
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|14.   The Board should implement a system to
    enable an individual director to engage an outside advisor at
    Masonites expense in appropriate circumstances. The
    engagement of the outside advisor should be subject to the
    approval of an appropriate committee of the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                    | yes |                                  |  | Individual directors may, with the concurrence of
    the Chairman of the Nominating and Corporate Governance
    Committee, engage outside advisors at the expense of Masonite.
    In addition, each of the committees of the Board is authorized
    to engage outside advisors at the expense of Masonite.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 

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