EXHIBIT 10.a(v)

                              [For directors' existing stock options and awards]

                                Masco Letterhead

Date _______________

Name _______________

[Address1]
[Address2]
[Address3]

Dear [Salutation]:

     On behalf of the Company, I am pleased to inform you that the Board of
Directors approved the following enhancements to outstanding awards of stock
options and restricted stock to non-employee directors under the 1997
Non-Employee Directors Long Term Stock Incentive Plan (the "1997 Plan") and
under the 1991 Long Term Stock Incentive Plan (the "1991 Plan").

     If your service as a director terminates for any reason other than as a
result of death, disability or retirement due to age, any portion of an option
that is then exercisable will remain exercisable beyond the period currently
provided until the later of (i) the 15th day of the third month following the
date at which the option would otherwise have terminated in connection with the
termination of service, or (ii) December 31 of the calendar year in which the
option would otherwise have terminated in connection with the termination of
service.

     If your service as a director terminates as a result of permanent and total
disability, any portion of an option not then exercisable will immediately
become exercisable and will remain exercisable until the earlier of the
expiration of its original term or one year after death.

     The "clawback" provisions of the 1997 Plan (formerly Section 6(b)(5)) and
comparable provisions in any stock option granted to you under the 1991 Plan
will no longer apply.

     For purposes of a "Change in Control" under the 1991 Plan and the 1997
Plan, the definition of "Excluded Director" (i.e., a director who is deemed not
to be an incumbent director) will also include directors whose initial
assumption of office occurs as a result of certain actual or threatened election
contests not by or on behalf of the Board.

                                        Very truly yours,


                                        ----------------------------------------
                                        Richard A. Manoogian
                                        Chairman of the Board and
                                        Chief Executive Officer



                                     [For holders of awards under the 1991 Plan]

                                Masco Letterhead

Date _______________

Name _______________

[Address1]
[Address2]
[Address3]

RE: Enhancements to Awards under the 1991 Long Term Stock Incentive Plan

Dear [Salutation]:

As you may know, the Company recently adopted the 2005 Long Term Stock Incentive
Plan (the "2005 Plan"). We are pleased to inform you that the Organization and
Compensation Committee of the Board of Directors approved the following
enhancements to outstanding awards of stock options and restricted stock under
the 1991 Long Term Stock Incentive Plan (the "1991 Plan") in order to conform
them to the 2005 Plan.

If you voluntarily terminate your employment, you will have thirty days to
exercise any option that is then exercisable; the original exercise period under
these circumstances was 10 days. If your employment terminates as a result of
your permanent and total disability, all unexercisable installments of an option
will immediately become exercisable and will remain exercisable until the
earlier of the expiration of their original term or one year after death.
Previously, in this situation the Option would continue to vest in accordance
with its terms.

For purposes of a "Change in Control" under the 1991 Plan, the definition of
"Excluded Director" (i.e., a director who is deemed not to be an incumbent
director) will also include directors whose initial assumption of office occurs
as a result of certain actual or threatened election contests not by or on
behalf of the Board.

Very truly yours,


-------------------------------------   ----------------------------------------
Richard A. Manoogian                    Alan H. Barry
Chairman of the Board and               President and
Chief Executive Officer                 Chief Operating Officer