Granting of Options to Eligible Individuals. The Administrator is authorized to grant Options to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine which shall not be inconsistent with the Plan.

Subject to Paragraph 7 hereof, the Company may, from time to time, designate: the officers, employees, consultants and/or directors of any of the Companies to whom Options may be granted; the number of Shares covered by an Option; the relevant Exercise Price of an Option; the vesting provisions of an Option; and the term of an Option.

Special Rule for Newly Eligible Individuals. An individual who, by reason of commencement of employment or promotion during a Plan Year, would first

Discretionary Grant Program shall mean the discretionary grant program in effect under Article Two of the Plan pursuant to which stock options and stock appreciation rights may be granted to one or more eligible individuals.

Masco considers the granting of stock options annually to motivate key executives to improve our share price and to align their long-term interests with those of shareholders. You will be eligible for participation in this program.

Mr. Willett and Mr. Alias receive stock options as employees of the Company. Dr. Shillman is eligible to receive options as an employee of the Company, but he has refused to accept any since 2009 as he feels that he has been adequately rewarded in the past. He would prefer that any options that would be granted to him be available for granting to other employees. Directors are also eligible to receive stock options as part of the Company’s annual grant. All stock option grants are reviewed by the Compensation Committee.

Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator consistent with applicable legal requirements. Notice of the determination shall be given to each Service Provider to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.

Each Eligible Employee who is an employee of a Designated 423 Company, and has completed the necessary enrollment paperwork (including the enrollment form described below) by the applicable deadline, will be granted a Purchase Right on the Offering Date of such Offering. As of the date hereof, for purposes of this Offering Document, the term “Designated 423 Company” means the Related Corporations listed on Exhibit A. Additional Related Corporations may be added to the

ELIGIBLE EMPLOYEES. An eligible employee is an employee who, on the effective date of an offering, has been an employee of the Corporation or one of the Corporation’s subsidiaries (designated by the Committee on the effective date of such offering as a participating subsidiary) for at least two years preceding the effective date of such offering; whose customary employment is twenty (20) hours or more per week; and whose customary employment is for five (5) months or more in any calendar year.

Eligible Receivables. The definition of “Eligible Receivables” set forth in Section 1.01 of the Credit Agreement is hereby amended by # deleting “; or” at the end of [clause (q)] and replacing it with a semicolon, # deleting the period at the end of [clause (r)] and replacing it with “; or”, and # adding the following new [clause (s)] immediately [following clause (r)] therein: