EMPLOYMENT, RELEASE AND CONSULTING AGREEMENT

         AGREEMENT dated as of November 22, 2000 between Lee M. Gardner residing
at 325 Suffield, Birmingham, Michigan 48009 (the "Executive") and MascoTech,
Inc., a Delaware corporation with its principal place of business at 21001 Van
Born Road, Taylor, Michigan 48180 (the "Company").

         A. The Executive is presently the President and Chief Operating Officer
of the Company.

         B. The Board of Directors of the Company (the "Board") has approved a
transaction whereby the Company will become a private company (the
"Transaction").

         C. The Executive has advised the Board that he is willing to continue
in his current capacity for a transition period after the Transaction closes in
order to facilitate a smooth transition and to determine, jointly with the new
Board of Directors of the Company, whether a long term employment arrangement
for the Executive is in the best interests of the Company and the Executive, and
should it be determined that a long-term employment relationship shall not be
commenced, to provide for the Executive's termination of employment and
thereafter for his provision of certain consulting services.

         D. The Executive and the Company desire to memorialize the terms and
conditions of the Executive's employment by, consulting with and termination
from the Company.

         NOW, THEREFORE, in consideration of the foregoing and of the promises
and mutual covenants contained herein, it is hereby agreed between the Executive
and the Company as follows:

         1. Effectiveness of Agreement. This Agreement will become effective on
the date hereof (the "Effective Date").

         2. Employment and Consulting/Non-Compete Periods. (a) The Executive
agrees to continue full-time in his current capacity with the Company (or such
other capacity as mutually agreed between the Executive and the Company) until
the later of June 30, 2001 or the date 60 days after either the Executive or the
Company gives the other notice ("Employment Period"), whereupon the Executive
shall either (i) enter into a long-term employment agreement for a period of
years ("New Employment Period") with the Company, whereupon the provisions of
this Agreement requiring payment of a stay bonus and consulting fees shall
terminate and no further such payments to the Executive shall be made hereunder
(but all other provisions of this Agreement shall continue in full force and
effect) or (ii) cease his employment with the Company ("Termination Date"). At
the Termination Date the Executive shall be paid a cash stay bonus of $1,500,000
upon his execution of a Supplemental Release in the form of the Release
contained in paragraph 11 hereof. During the Employment



Period, the Executive will continue to receive compensation at least at his
current rate of base pay. During the Employment Period, the Executive shall also
receive his earned bonus for calendar year 2000 and his target bonus (which
shall be no less than 50% of his base compensation rate) for subsequent calendar
years (pro-rated in the case of any partial year of employment), in each case at
the same time that other executives of the Company receive bonuses for calendar
years 2000 and subsequent years, but in no event later than (respectively)
February 28, 2001 and the same date in subsequent years. Notwithstanding the
foregoing, if the closing of the Transaction does not occur by June 30, 2001,
then the Executive may terminate his employment on not less than 60 days notice
to the Company, and the Executive's last day of work pursuant to such notice
shall be the Termination Date which triggers the stay bonus, consulting fee and
other payments pursuant to the provisions hereof.

         (b) Following the Termination Date, the Executive shall continue to
hold himself available to work for the Company as a consultant through the date
which is three years after the Termination Date (the "Consulting Period").
During the Consulting Period, the Executive shall be paid fees for consulting
and for the non-competition and confidentiality covenants contained in paragraph
8 hereof in the sum of $600,000 payable on the day after the Termination Date,
the sum of $540,000 payable on the day which is a year and a day after the
Termination Date, and the sum of $585,000 payable on the day which is two years
and a day after the Termination Date.

         (c) During the Consulting Period, the Company shall retain the
Executive as a consultant, and the Executive shall perform and discharge well
and faithfully for the Company and its subsidiaries, such consulting services as
may be requested from time to time by the Board of Directors of the Company.
Notwithstanding the foregoing, it is understood and agreed that the Executive
will be engaging in other activities unrelated to the Company and any request by
the Company for services by the Executive will give due consideration to the
Executive's other commitments.

         (d) It is agreed that during the Consulting Period the Executive shall
be an independent contractor, shall not be an employee, servant, agent, partner
or joint venturer of the Company or any of its subsidiaries, officers, directors
or employees, and shall have no authority to assume or create any obligation or
liability, express or implied, on behalf of the Company or its subsidiaries, or
in its or their name or to bind them in any manner whatsoever; provided,
however, that to the extent payments pursuant to paragraph 2(b) are made to the
Executive with no payment by the Employer of the Employer's portion of social
security taxes, the Company shall increase the payments under paragraph 2(b) by
an amount, equal to one-half of Executive's self-employment tax on a fully
grossed-up basis.

         (e) If at anytime after the Transaction closes and during the
Employment or Consulting Periods (as the case may be) there occurs a subsequent
Change in Control then promptly following such Change in Control the Company (or
its successors or assigns) shall pay to the Executive in a single lump sum the
present value (utilizing an 8% discount factor compounded annually) of all the
cash payments then not yet paid pursuant to the second sentence of paragraph
2(a) and paragraph 2(b), and all

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other provisions of this Agreement shall thereupon continue in full force and
effect. For the purposes hereof, "Change in Control" means the occurrence,
following the date of the Transaction, of an event as a result of which a
"person" or "group of persons", as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, who are not affiliated
with or are not controlled by Heartland Industrial Partners, L.P., directly or
indirectly are the "beneficial owners" (as defined in Rule 13d-3 under the
Exchange Act) or have the right to acquire such beneficial ownership (whether or
not such right is exercisable immediately, with the passage of time or subject
to any condition) of voting securities representing 50% or more of the combined
voting power of all outstanding voting securities of the Company.

         3. Death. If after the Effective Date the Executive dies or becomes
disabled, then all payments pursuant to the second sentence of paragraph 2(a)
and paragraph 2(b) scheduled for payment on or following the date of death or
the date of disability shall cease and any obligations to provide Employment or
Consulting Services thereafter shall cease. For the purposes of this Agreement,
the date of disability is the date the Executive first perfects his eligibility
(or the date he would have first perfected such eligibility, but for his
termination of employment with the Company or his loss of coverage under the
Company's long term disability program) for extended long term disability
benefits requiring him to be unable to perform any gainful occupation pursuant
to the Company's long term disability program.

         4. Benefits. (a) The Executive acknowledges that his employment will
terminate as of the Termination Date and, except as specifically provided
herein, he will cease to be an active participant under the benefit plans of the
Company on such date pursuant to the terms of the applicable benefit plans, and
no additional Company-provided benefits shall accrue to him after such date,
other than salary and accrued vacation earned through the Termination Date which
has not yet been paid and the pro rata portion of the Executive's target bonus
for the calendar year in which the Termination Date occurs (or earned bonus in
the case of a Termination Date in calendar year 2000). Nothing contained herein
shall restrict the Executive's receipt of benefits under the Company's employee
fringe benefit programs accrued during the Executive's employment with the
Company.

         (b) Effective immediately following the Termination Date, the Executive
shall be entitled to receive (i) reimbursement (in an amount tax-effected, if
such reimbursements are determined to be taxable, by dividing the amount
required for such reimbursement by one minus the decimal equivalent of the sum
of Executive's marginal state and federal income tax rates) for the purchase by
the Executive and his spouse and such other dependents as would be permitted
under the Company's group health plan of Company's COBRA coverage for the 18
months following the Termination Date hereunder; provided, however, such COBRA
reimbursements shall be suspended (subject to resumption if such other coverage
ceases) at any time Executive becomes eligible for any other comparable group
health coverage and (ii) reimbursement for Executive's purchase of commercial
(non-employer-sponsored) health and dental coverage for Executive and his spouse
and such other dependents as would be permitted under the

                                       3


Company's group health plan which coverage is comparable to Company's COBRA
coverage (or if such coverage is not available, then the best comparable
coverage that is available for purchase), in an amount tax-effected (if such
reimbursements are determined to be taxable) by dividing the amount required to
reimburse the actual cost of such coverage as billed to the Executive by one
minus the decimal equivalent of the sum of Executive's marginal state and
federal income tax rates, paid monthly in advance, for the time following the
expiration of Executive's COBRA eligibility (provided other group coverage is
not yet in effect) provided, however, such reimbursement will be suspended
(subject to resumption if such other coverage ceases) (A) at any time Executive
becomes eligible for any other comparable group health coverage or (B) during
any period that the Executive is participating (for comparable group coverage)
under the retirement medical provisions of that certain Supplemental Executive
Retirement Plan agreement (SERP) between the Executive and the Company dated
February 28, 1995 as the same may be from time to time amended; provided,
further, the Company reserves the right in its reasonable discretion to select
and require Executive to utilize the most cost-effective provider of such
comparable group health coverage. Upon the death of the Executive, his surviving
spouse, if any, will be entitled to receive the same benefits that the Executive
would have received under this Section 4(b) had he not died; provided, however,
that (1) if Executive's surviving spouse remarries, then such benefits will
immediately terminate, and (2) if Executive's surviving spouse is more than 20
years younger than the Executive, then the Benefits described in this Clause (b)
will only continue for such surviving spouse for a period of three (3) years
after the death of the Executive.

         5. Options and Awards. All of the restricted stock awards and options
heretofore granted to the Executive under the Company's restricted stock award
and option plans will be treated in the same manner as the awards and options of
other employees of the Company in the Transaction who continue as employees of
the Company.

         6. SERP. (a) On the Termination Date, notwithstanding any contrary term
of the SERP, the Executive will become 100% vested (i.e., treated as if he
retired at age 65) in the SERP and receive benefits upon his attainment of age
65 or his death (whether before or after such age) or disability as if (i) his
"Average Compensation", as otherwise defined in the SERP, were the Executive's
base and target bonus (exclusive of the bonus paid pursuant to the first
sentence of Paragraph 2(a)) compensation annualized as at the Effective Date or
the Termination Date, whichever is higher, and (ii) his SERP percentage were
60%. Notwithstanding the foregoing, unless the Executive dies or becomes
disabled prior to attaining age 65, the Executive and his spouse will not be
entitled to receive benefits under the SERP until the Executive attains the age
of 65 (based on his compensation at the Effective Date or Termination Date,
whichever is higher) and be entitled to receive all of the benefits of the SERP
in accordance with the terms thereof as if his SERP percentage were 60%.

         (b) For purposes of this Agreement, the SERP may not be amended to
terminate or reduce benefits provided in such SERP Agreement.

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         7. Gross-Up. In the event that, as a result of the payments to the
Executive under Section 2 hereof and/or the vesting of stock awards or options
in connection with the Transaction and/or the benefits provided under Sections 4
or 6, Executive becomes subject to excise tax (the "Excise Tax") under Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company
shall pay to Executive an amount (the "Gross-Up Payment") equal to an amount
which, after payment by Executive of all taxes (including any federal, state and
local income tax and excise tax upon such amount) would allow the Executive to
retain an amount equal to the Excise Tax, unless, if the reduction of the
payments under the second sentence of paragraph 2(a) and paragraph 2(b) to
Executive by no more than 5% would avoid the imposition of Excise Tax, then the
Company shall so reduce such payments to Executive and no Gross-Up Payment will
be made.

         For purposes of determining whether Executive will be subject to the
Excise Tax and the amount of such Excise Tax, the following criteria shall
apply:

         (a) All determinations required to be made under this Section 7 shall
be made by the Company's independent auditors (the "Accounting Firm"), which
shall provide detailed supporting calculations to both the Company and Executive
within 15 business days after the Termination Date or such earlier time as is
requested by the Company provided that any determination that an Excise Tax is
payable by Executive shall be made on the basis of substantial authority. If the
Accounting Firm determines that no Excise Tax is payable by Executive, it shall
furnish Executive with a written opinion that Executive has substantial
authority not to record any Excise Tax on his federal income tax return. Any
determination by the Accounting Firm meeting the requirements of this Section
7(a) shall, subject to possible adjustment as set forth in Section 7(c) below,
be binding upon the Company and Executive.

         (b) The value of any non-cash benefits or any deferred payment or
benefit shall be determined by the Accounting Firm in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, Executive shall be deemed to pay
federal income taxes at the highest marginal rate of federal income taxation in
the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
locality of Executive's residence on the date on which the Excise Tax is
incurred, net of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes.

         (c) In the event that the Excise Tax is subsequently determined to be
less than the amount taken into account hereunder, Executive shall repay to the
Company, at the time that the amount of such reduction in Excise Tax is finally
determined, the portion of the Gross-Up Payment attributable to such reduction
(plus that portion of the Gross-Up Payment attributable to the Excise Tax and
federal, state, and local income tax deduction) plus interest on the amount of
such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the
event that the Excise Tax is

                                       5


determined to exceed the amount taken into account hereunder (including by
reason of any payment the existence or amount of which cannot be determined at
the time of the Gross-Up Payment), the Company shall make an additional payment
in respect of such excess at the time that the amount of such excess finally is
determined. In the case of any payment that the Company is required to make to
Executive pursuant to the preceding sentence (a "Later Payment"), the Company
shall also pay to Executive an additional amount such that after payment by
Executive of all of Executive's applicable federal, state and local taxes,
including any interest and penalties assessed by any taxing authority, on such
additional amount, Executive will retain an amount equal to the total of
Executive's applicable federal, state and local taxes, including any interest
and penalties assessed by any taxing authority, arising due to the Later
Payment. Executive and the Company each shall reasonably cooperate with the
other in connection with any administrative or judicial proceedings concerning
the existence or amount of liability for Excise Tax.

         Notwithstanding any provision of this Agreement to the contrary,
Executive shall pay his ordinary federal, state and local income taxes to which
he is subject as a result of the payments to which he becomes entitled pursuant
to the terms hereof or the terms of any other agreement (including but not
limited to the accelerated vesting of stock options).

         8. Non-Competition; Non-Solicitation; Confidentiality. (a) Executive
acknowledges and recognizes the highly competitive nature of the business of the
Company and accordingly agrees that, in consideration of this Agreement, the
rights conferred hereunder, and the payments hereunder, during the Non-Compete
Term (as hereinafter defined), Executive will not engage, either directly or
indirectly, as an employee, consultant or independent contractor, or as a
principal for his own account or jointly with others, or as a stockholder in any
corporation or joint stock association which designs, develops, manufactures,
distributes, sells or markets the type of products or services sold, distributed
or provided by the Company or its subsidiaries during the two year period prior
to the Termination Date (the "Business"); provided, that nothing herein shall
prevent Executive from owning, directly or indirectly, not more than 5% of the
outstanding shares of, or any other equity interest in, any entity engaged in
the Business and listed or traded on a national securities exchanges or in an
over-the-counter securities market.

         (b) During the period from the date of this Agreement until the date
two years following the Termination Date ("Non-Compete Term"), Executive will
not (i) employ or solicit, or receive or accept the performance of services by,
any active employee of the Company or any of its subsidiaries who is employed
primarily in connection with the Business, except in connection with general,
non-targeted recruitment efforts such as advertisements and job listings or (ii)
solicit for business (relating to the Business) any person who is a customer or
former customer of the Company or any of its subsidiaries, unless such person
shall have ceased to have been such a customer for a period of at least six
months.

                                       6


         (c) Executive will not at any time disclose or use for his own benefit
or purposes or the benefit or purposes of any other person, firm, partnership,
joint venture, association, corporation or other business organization, entity
or enterprise other than the Company and any of its subsidiaries, any trade
secrets, information, data, or other confidential information relating to
customers, development programs, costs, marketing, trading, investment, sales
activities, promotion, credit and financial data, financing methods, plans, or
the business and affairs of the Company generally, or of any subsidiary of the
Company, unless required to do so by applicable law or court order, subpoena or
decree or otherwise required by law, with reasonable evidence of such
determination promptly provided to the Company. The preceding sentence of this
sub-clause (c) shall not apply to information which is not unique to the Company
or which is generally known to the industry or the public other than as a result
of Executive's breach of this covenant. Executive agrees that within 10 days
after the Termination Date, he will return to the Company immediately all
memoranda, books, papers, plans, information, letters and other data, and all
copies thereof or therefrom, in any way relating to the business of the Company
and its subsidiaries, except that he may retain personal notes, notebooks and
diaries. Executive further agrees that he will not retain or use for his account
at any time any trade names, trademark or other proprietary business designation
used or owned in connection with the business of the Company or its
subsidiaries.

         (d) It is expressly understood and agreed that although Executive and
the Company consider the restrictions contained in this Section 8 to be
reasonable, if a final judicial determination is made by a court of competent
jurisdiction that the time or territory or any other restriction contained in
this Agreement is an unenforceable restriction against Executive, the provisions
of this Agreement shall not be rendered void but shall be deemed amended to
apply as to such maximum time and territory and to such maximum extent as such
court may judicially determine or indicate to be enforceable. Alternatively, if
any tribunal of competent jurisdiction finds that any restriction contained in
this Agreement is unenforceable, and such restriction cannot be amended so as to
make it enforceable, such finding shall not affect the enforceability of any of
the other restrictions contained herein.

         9. Remedies. Executive acknowledges and agrees that the Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 8 would be inadequate and, in recognition of this fact, Executive agrees
that, in the event of such a breach or threatened breach, in addition to any
remedies at law, the Company, without posting any bond, shall be entitled to
seek equitable relief in the form of specific performance, temporary restraining
order, temporary or permanent injunction or any other equitable remedy which may
then be available.

         10. No Disparagement. Executive agrees not to criticize, disparage or
otherwise demean in any way the Company, any of its subsidiaries or their
respective products, officers, directors or employees. Likewise, the Company
agrees not to criticize, disparage or otherwise demean in any way the Executive.

                                       7


         11. RELEASE. IN CONSIDERATION OF THE PAYMENTS TO BE MADE AND BENEFITS
PROVIDED BY THE COMPANY AND OTHER AGREEMENTS HEREUNDER, EXECUTIVE ON EXECUTIVE'S
OWN BEHALF AND ON BEHALF OF EXECUTIVE'S HEIRS, EXECUTORS, AGENTS, SUCCESSORS AND
ASSIGNS, RELEASES AND FOREVER DISCHARGES THE COMPANY AND ITS SUBSIDIARIES AND
THEIR RESPECTIVE OFFICERS, AGENTS, CURRENT AND FORMER EMPLOYEES, SUCCESSORS,
PREDECESSORS AND ASSIGNS AND ANY OTHER PERSON, FIRM, CORPORATION OR LEGAL ENTITY
IN ANY WAY RELATED TO THE COMPANY AND ITS SUBSIDIARIES (THE "RELEASED PARTIES"),
OF AND FROM ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, STATUTORY RIGHTS,
DUTIES, DEBTS, SUMS OF MONEY, SUITS, RECKONINGS, CONTRACTS, AGREEMENTS,
CONTROVERSIES, PROMISES, DAMAGES, OBLIGATIONS, RESPONSIBILITIES, LIABILITIES AND
ACCOUNTS OF WHATSOEVER KIND, NATURE OR DESCRIPTION, DIRECT OR INDIRECT, IN LAW
OR IN EQUITY, IN CONTRACT OR IN TORT OR OTHERWISE, WHICH EXECUTIVE EVER HAD OR
WHICH EXECUTIVE NOW HAS OR HEREAFTER CAN, SHALL OR MAY HAVE, AGAINST ANY OF THE
RELEASED PARTIES, FOR OR BY REASON OF ANY MATTER, CAUSE, OR THING WHATSOEVER UP
TO THE PRESENT TIME, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED AT THE
PRESENT TIME, OR WHICH MAY BE BASED UPON PRE-EXISTING ACTS, CLAIMS OR EVENTS
OCCURRING AT ANY TIME UP TO THE DATE HEREOF WHICH MAY RESULT IN FUTURE DAMAGES,
INCLUDING WITHOUT LIMITATION ALL DIRECT OR INDIRECT CLAIMS EITHER FROM DIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER AND RIGHTS OR CLAIMS ARISING UNDER
TITLE VII, ANY STATE CIVIL-RIGHTS LEGISLATION, CLAIMS OF HANDICAP
DISCRIMINATION, CLAIMS RELATING TO THE TERMINATION OF EMPLOYMENT AS REFERRED TO
HEREIN, AND CLAIMS OF AGE DISCRIMINATION UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967, AS AMENDED ("ADEA"), AGAINST ANY OF THE RELEASED
PARTIES, OTHER THAN (A) CLAIMS ARISING UNDER THE EXPRESS PROVISIONS OF THIS
AGREEMENT, AND (B) THE RIGHT TO RECEIVE BENEFITS, IF ANY, ACCRUED THROUGH THE
TERMINATION DATE UNDER THE COMPANY'S BENEFIT PLANS. THE EXECUTIVE AGREES NOT TO
SUE OR TO FILE ANY LAWSUITS AGAINST ANY RELEASED PARTY WITH RESPECT TO CLAIMS
COVERED BY THIS RELEASE.

         12. Notices. Any notice required or permitted to be given under this
Agreement shall be deemed properly given if in writing and delivered by hand and
receipt is acknowledged by the party to whom said notice shall be directed, or
if mailed by certified or registered mail, postage prepaid with return receipt
requested, or sent by express courier service, charges prepaid by shipper, to
the addresses of each party stated above (or to such other address as a party is
directed pursuant to written notice from the other party) and in the case of
notices to the Company, to the attention of its Vice President - General
Counsel, at 21001 Van Born Road, Taylor, Michigan 48180.

         13. Assignment. This Agreement shall not be assignable by either party.
Notwithstanding the foregoing, the Company shall assign this Agreement to any
successor to substantially all of the stock, assets or business of the Company;
provided, any such successor must assume in writing all of the obligations of
the Company under this Agreement.

                                       8


         14. Acceptance and Revocation. Pursuant to provisions of ADEA, the
Executive has been given at least 21 days from the date this Agreement was first
communicated to the Executive to review and sign this Agreement.

         The Executive understands he may revoke his acceptance of this
Agreement within seven calendar days after the date of the Executive's signature
set forth below. This Agreement will not be effective until the seven-day
revocation period has expired. The Executive understands that to be effective
any such revocation must be in writing, signed by the Executive and hand
delivered or post-marked within such seven-day period addressed to the Vice
President - General Counsel, MascoTech, Inc., 21001 Van Born Road, Taylor,
Michigan 48180. If revocation is by mail, certified mail return receipt
requested is recommended to show proof of mailing.

         15. Mediation/Arbitration. The parties hereto agree that pursuant to
the Company's Corporate Dispute Resolution Policy (the "CDRP"), mediation, and,
if unsuccessful, arbitration, will apply to the employment and consulting
relationship hereunder and will be the sole and exclusive remedies for any
claims which may arise between the parties (other than allegations by the
Company of breach of Sections 8 or 10) in any way relating to this Agreement or
for the breach thereof to the extent such claims are covered by the CDRP, and
the Executive agrees not to pursue any such claims through a court or a jury.
The Executive hereby acknowledges that he has had an opportunity to review the
CDRP, and agrees that all proceedings held in accordance with the CDRP will be
conducted in the Detroit, Michigan metropolitan area. Notwithstanding the
foregoing, any determinations of whether or not the Executive is disabled shall
be made in the first instance by the Committee established under the MascoTech,
Inc. Key Employee Retention Plan.

         16. Entire Agreement. This instrument contains the entire agreement of
the parties relating to the subject matter hereof, supersedes and replaces in
its entirety any existing employment agreement or consulting agreement of the
Executive and may not be waived, changed, modified, extended or discharged
orally but only by agreement in writing signed by the party against whom
enforcement of any such waiver, change, modification, extension or discharge is
sought. The waiver by the Company of a breach of any provision of this Agreement
by the Executive shall not operate or be construed as a waiver of a breach of
any other provision or of any subsequent breach by the Executive.

         17. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Michigan.

         18. Attorneys Fees. In the event of a dispute by the Company, Executive
or others as to the validity or enforceability of, or liability under, any
provision of this Agreement, (i) the Company shall reimburse Executive for all
reasonable legal fees and expenses incurred by him in connection with such
dispute if Executive substantially prevails in the dispute and (ii) if Executive
has not substantially prevailed in such dispute as set forth in (i), one-half
the amount of all reasonable legal fees and expenses incurred

                                       9


by him in connection with such dispute except to the extent Executive's position
is found by a tribunal of competent jurisdiction to have been frivolous.

         19. Headings. The headings of the Sections are for convenience only and
shall not control or affect the meaning or construction or limit the scope of
intent of any of the provisions of this Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.

                                       MASCOTECH, INC.


                                       By /s/ Richard A. Manoogian
                                          --------------------------------
                                          Its Chairman
                                              ----------------------------


Date: November 22, 2000                /s/ Lee M. Gardner
      -----------------                -----------------------------------
                                       Lee M. Gardner

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