8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported ) April 3, 2007

Masco Corporation

(Exact name of Registrant as Specified in Charter)

Delaware	1-5794	38-1794485
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

21001 Van Born Road, Taylor, Michigan	48180
(Address of Principal Executive Offices)	(Zip Code)

(313) 274-7400
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Agreement dated as of April 3, 2007

Press Release dated April 9, 2007

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          The Company’s Board of Directors, through its Organization and Compensation Committee, actively engages in succession planning for the Company’s senior management. As part of that process, the Committee has discussed with Richard A. Manoogian, the Company’s Chairman and Chief Executive Officer, and Alan H. Barry, the Company’s President and Chief Operating Officer, their future intentions with respect to the Company. Mr. Barry has indicated his desire, if compatible with the needs of the Company, to step down as President when he reaches the Company’s normal retirement age of 65 in early 2008. Mr. Manoogian has expressed his willingness and intention to remain actively involved in the management of the Company’s businesses but his desire, if feasible, to transition from his role as Chief Executive Officer during 2007. As a result of these discussions, Mr. Manoogian has agreed to continue to serve on a full time basis, at the pleasure of the Board, as Executive Chairman or in a similar senior executive role, upon mutually acceptable compensatory arrangements, through 2012, with the expectation that his position as Chief Executive Officer would be transitioned during 2007 to Mr. Timothy Wadhams, the Company’s Senior Vice President and Chief Financial Officer. It is anticipated that Mr. Wadhams will assume full responsibilities of his new position in July. In exchange for Mr. Manoogian’s commitment to remain with the Company in one of the capacities described above, the Company has agreed to continue to make available to him the personal financial, tax, accounting and administrative assistance comparable to the services currently provided (and described under “Certain Relationships and Related Transactions — Other Related Party Transactions” in the Company’s Proxy Statement) and for which Mr. Manoogian would continue to reimburse the Company for its incremental cost. In addition to receiving these reimbursed services and the personal use of comparable office space to what is currently provided, Mr. Manoogian will continue under this agreement, on the same basis as currently exists, to have access to usage of the Company’s aircraft and corporate automobile and driver as long as he continues as Executive Chairman or in a similar senior executive role or Chairman of the Board of Directors but thereafter, only upon reimbursement to the Company of the incremental cost of such usage. The agreement between Mr. Manoogian and the Company is attached hereto as Exhibit 10 and is incorporated herein by reference.

     Mr. Wadhams, age 58, has been employed as the Company’s Chief Financial Officer since October 2001.

Item 7.01. Regulation FD Disclosure.

     Attached as Exhibit 99 and incorporated herein by reference is a copy of the press release dated April 9, 2007 relating to the corporate leadership transition.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

     10 Agreement dated as of April 3, 2007 between Richard A. Manoogian and Masco Corporation.

     99 Press release dated April 9, 2007.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MASCO CORPORATION
By:	/s/ John R. Leekley
	Name:	John R. Leekley
	Title:	Senior Vice President and General Counsel

April 9, 2007

EXHIBIT INDEX

     10 Agreement dated as of April 3, 2007 between Richard A. Manoogian and Masco Corporation.

     99 Press release dated April 9, 2007.

EX-10

Exhibit 10

April 3, 2007

Mr. Richard A. Manoogian
Chairman and Chief Executive Officer
Masco Corporation
21001 Van Born Rd.
Taylor, MI 48180

Dear Richard:

     Over the past several years the Company’s Board, primarily through its Organization and Compensation Committee, has been actively involved in reviewing succession planning for the Company’s senior management. As an integral part of that process, we have discussed with you your willingness to continue to serve as the Company’s Chief Executive Officer and your receptivity to remain actively involved in the management of the Company even if you desired to step down at some point from that position. During these discussions you have expressed your willingness to remain engaged as Chief Executive Officer, Executive Chairman or in a similar full-time senior executive role acceptable to you and the Company but to transition, if compatible with the needs of the Company, from your role as Chief Executive Officer during 2007. This letter agreement, which has received the approval of the Committee and the full Board, summarizes the agreements that have been reached as a result of the foregoing discussions.

     You have agreed that you will continue to serve, but at the pleasure of the Board and on an “at will” employment basis, as the Company’s Chief Executive Officer (with our objective to accommodate your desire to transition from that role during the current year), Executive Chairman or in a similar full time senior executive role acceptable to you and the Company, upon mutually acceptable compensatory arrangements, until December 31, 2012.

     In return for this agreement, the Company has agreed that as long as you are employed by the Company as Chief Executive Officer, Executive Chairman or in a similar senior executive role or serve as Chairman of the Board, the Company will (a) make available to you the personal financial, tax, accounting and administrative assistance currently provided to you and described in the Company’s proxy statement dated April 7, 2006, provided you continue to reimburse the Company for the incremental cost of these services, and (b) provide at no additional cost to you (other than for any income tax as a consequence of your imputed income) at the Company’s headquarters or, at your election, at a location convenient to you in the Detroit Metropolitan Area if the Company’s headquarters are relocated elsewhere, office space and supplies for your personal use comparable to that currently provided to you, and usage of the Company’s aircraft and corporate automobile and driver on the same basis as currently exists. After termination of your services for the Company, the Company will continue to provide the same benefits as are set forth

in the preceding sentence but only so long in each case as you reimburse the Company for the incremental cost of the benefit and the Company is legally permitted to provide such benefit. The term “incremental cost”, as used in this paragraph, means the out-of-pocket direct cost to the Company of providing such benefit but without taking into account the cost to the Company of equipment or facility space (other than facility space in the manner currently reimbursed by you for the services described in clause (a) above), or the cost or benefit to the Company from the tax impact of providing such benefit.

     You understand that future interpretations of Section 409A of the Internal Revenue Code may result in a delay of six months in your receipt of benefits under the second sentence of the preceding paragraph. If that occurs the Company will make you whole, to the extent legally permitted, for the temporary loss of such benefits.

     If the understandings expressed above conform with your own understanding of the results of our discussions, please sign and return a copy of this letter to me, at which time it will become an agreement binding upon you and the Company and the Company’s successors and assigns.

Agreed:

/s/ Richard A. Manoogian	MASCO CORPORATION
Richard A. Manoogian
	By	/s/ Peter A. Dow
		Peter A. Dow
		Chairman
		Organization and Compensation Committee

EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

Media Contact:	Investor Contact:
Sharon Rothwell	Maria Duey
Vice President, Corporate Affairs	Vice President, Investor Relations
313.792.6028	313.792.5500

MASCO CORPORATION ANNOUNCES
CORPORATE LEADERSHIP TRANSITION

TAYLOR, Mich. (April 9, 2007) — Masco Corporation (NYSE: MAS) today announced that Richard Manoogian, 70, Chairman and Chief Executive Officer, has expressed to the Masco Board of Directors his desire to transition from his role as Chief Executive Officer to become Executive Chairman of the Company in July 2007. Mr. Manoogian is only the second Chairman and CEO in Masco’s seventy-eight year history, having succeeded his father, Alex Manoogian, who founded the company in 1929.

Under this plan, Mr. Manoogian would serve Masco, on a full-time basis, as Executive Chairman. In addition to chairing the Board of Directors, he would continue to be actively involved with corporate strategy and other business matters as well as external activities and relations, including those with business, government and community leaders. Mr. Manoogian stated that “creating value for Masco’s shareholders and mentoring our next generation of leadership will continue to be primary focus areas for me as Executive Chairman.”

Mr. Manoogian has recommended to the Board of Directors that Timothy Wadhams, 58, Masco’s Senior Vice President and Chief Financial Officer, assume the role of Chief Executive Officer in July 2007. Mr. Wadhams joined Masco in 1976, initially serving in several financial capacities prior to transferring in 1984 to MascoTech, Inc. (a publicly traded affiliated company) where he ultimately became Executive Vice President – Finance and Administration and Chief Financial Officer. In 2001, he returned to Masco as Chief Financial Officer. Mr. Wadhams began his business career in 1972 as a CPA with the accounting firm, Coopers & Lybrand.

“For a number of years, Masco’s Board of Directors has been actively engaged in succession planning for the Company’s senior management, and we have benefited from continuity as well as from smooth transitions in leadership,” said Richard Manoogian. “During his more than thirty years with the Masco team, Tim has time and again proven his ability to lead during periods of growth as well as during our more challenging times. He has played an integral role in shaping our corporate strategy, and there are no plans to change our strategic direction. I look forward to working closely with Tim and am pleased to recommend him to our Board of Directors as Masco’s next CEO. I expect that the Board will consider this recommendation within the next few months.”

Mr. Wadhams resides in Ann Arbor, Michigan where he has been actively involved in a number of community and civic leadership roles including the Ann Arbor Community Foundation, the Arbor Hospice Foundation and the University of Michigan’s ‘M’ Club and Kinesiology Department. He holds a bachelor’s degree in economics and an MBA from the University of Michigan.

Masco’s President and Chief Operating Officer, Alan Barry, 64, also informed the Masco Board of Directors of his desire, if feasible from the Company’s standpoint, to step down as President in early 2008 when he reaches the Company’s normal retirement age. “Alan has spearheaded much of Masco’s strategic direction in recent years, and we are fortunate that he has agreed to continue serving in the critical role of President and COO until at least next year. He has made major contributions to Masco’s past growth and success,” Mr. Manoogian stated. “Alan, Tim and I will work to assure a virtually seamless transition and will continue Masco’s strategic focus on rationalizing our portfolio of operating divisions, streamlining our operations, reducing costs, developing growth strategies for our operating divisions and increasing profits and returns so that we can create greater value for our shareholders.”

Headquartered in Taylor, Mich., Masco Corporation is one of the world’s leading manufacturers of home improvement and building products, as well as a leading provider of services that include the installation of insulation and other building products.

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