ΐΦΜμΜΓappΟΒΤΨ

                                                                            

                               AMENDMENT NO. 1 TO
                          CORPORATE SERVICES AGREEMENT

                This Amendment is made as of October 31, 1996 between Masco
Corporation, a Delaware corporation ("Masco"), and MascoTech, Inc., f/k/a Masco
Industries, Inc., a Delaware corporation ("Tech"), concerning that certain
Corporate Services Agreement (the "Services Agreement"), dated as of January 1,
1987, between Masco and Tech.  All capitalized terms not otherwise defined in
this Amendment shall have the meanings given them in the Services Agreement.

                β–�.    β–‡β–‡β–‡β–‡β–� holds 24,824,690 shares of the Common Stock, par
value $1.00 per share, of Tech (the "Tech Common Stock");

                B.    Concurrently herewith, Tech has, among other things,
repurchased from Masco 17,000,000 shares of the Tech Common Stock;

                C.    In connection therewith, Masco and Tech desire to amend
certain provisions of the Services Agreement as set forth herein.

                      IN CONSIDERATION of the mutual covenants and agreements
contained in this Amendment, the parties agree to amend the Services Agreement
as follows:  

                1.    All references to "Industries" are hereby revised to be
references to "Tech".

                2.    Paragraph 5 is hereby amended to read in its entirety as
follows:

                      5.  The term of this Agreement shall expire on September
                      30, 1998; provided however, that the term shall be
                      extended automatically for a period of one year each
                      October 1 thereafter, subject to either party's right to
                      terminate this Agreement by written notice to the other
                      received at least 90 days prior to any such October 1. 
                      Termination of this Agreement shall not relieve either
                      party of its obligations accruing hereunder through the
                      effective date of termination.

                3.    All other terms and conditions of the Services Agreement
are hereby ratified and confirmed and remain in full force and effect.




















                      IN WITNESS WHEREOF, the parties have duly executed and
delivered this Amendment as of the date first above written.

                            MASCO CORPORATION


                            By: /s/ β–‡β–‡β–‡β–‡ β–�. β–‡β–‡β–‡β–‡β–‡β–‡β–�
                            Name: β–‡β–‡β–‡β–‡ β–�. β–‡β–‡β–‡β–‡β–‡β–‡β–�
                            Title:Senior Vice President and General Counsel 


                            MASCOTECH, INC.


                            By: /s/ β–‡β–‡β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡β–� 
                            Name:  β–‡β–‡β–‡β–‡β–‡β–‡β–� β–‡β–‡β–‡β–‡β–‡β–‡β–� 
                            Title: Vice President-Controller and Treasurer
                                                

BH\ β–‡β–‡β–‡β–‡β–�
β–‡β–‡\ DRM




























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