Masco corporation

QUALIFIED PLANS LIST

MASCO CORPORATION

DEFINED BENEFIT QUALIFIED          DEFINED CONTRIBUTION QUALIFIED

PENSION PLANS      (Frozen PROFIT SHARING PLANS

Effective January 1, 2010)
Masco Corporation Pension Plan     Masco Building Products Corporation

Salaried Retirement Plan

Arrow Fastener Co., Inc.      Masco Corporation Future Service Profit

Employees' Pension Trust     Sharing Plan

Masco Corporation Master Defined

Contribution Plan

DEFINED CONTRIBUTION QUALIFIED

401(k) SAVINGS PLAN
Masco Corporation 401(k) Plan

175729.1

FIRST AMENDMENT TO THE AMENDED AND RESTATED

MASCO CORPORATION RETIREMENT BENEFIT

RESTORATION PLAN AS AMENDED AND RESTATED

DECEMBER 22, 2010

Pursuant to authority granted to the undersigned by the Organization and Compensation Committee of the Company’s Board of Directors, and pursuant to the Company’s power to amend the subject Plan reserved in the Plan’s Section 7.1, the Plan is hereby amended as follows, effective February 6, 2012:

1) The following sentence is added to definition 9.10 Gross-Up Amount : “Notwithstanding the foregoing, no Gross-Up Amount or Payment with respect thereto shall be due, payable or paid hereunder with respect to any payment or distribution by Masco to or for an employee’s benefit, whether paid, distributed, payable or distributed or distributable pursuant to the terms of this Plan, any stock option or stock award plan, retirement plan or otherwise for (i) benefits accrued under this Plan on or after February 6, 2012, (ii) stock options, stock awards, or other awards or payments made on or after February 6, 2012 under any stock or incentive plan of the Company, or (iii) any other retirement plan or other benefits accruing on or after February 6, 2012.”

Signed this 6th day of February, 2012.

 

MASCO CORPORATION
BY:		/s/ John G. Sznewajs
		John G. Sznewajs
Its Vice President, Treasurer and Chief Financial Officer

175729.1

AMENDMENT TO THE MASCO CORPORATION

RETIREMENT BENEFIT RESTORATION PLAN

Pursuant to the power to amend reserved in Section 7.1 of the Masco Corporation Retirement Benefit Restoration Plan (the “Plan”), the Plan is hereby amended as follows:

Effective January 1, 2014, Section 3.1(b) is amended by deleting it in its entirety and replacing it with the following to clarify the manner in which benefits are calculated:
(b) A single sum amount equal to the difference between (1) the cumulative total of employer contributions (other than contributions characterized as elective deferrals under Code Section 401(k)) which from time to time would have been contributed to the account of the employee with respect to periods after December 31, 1993 under any defined contribution (profit sharing) Qualified Plan, or with respect to periods after December 31, 2009 under any defined contribution 401(k) savings Qualified Plan, in which he is a participant computed without regard to any limitations imposed by the Code on the determination or amount of such employer contributions and (2) the actual employer profit sharing contributions made during such periods prior to giving effect to any qualified domestic relations order or tax levy, with such difference adjusted by the average of the investment earnings (or losses) actually experienced for each such period in the Fidelity Freedom Funds which are offered as investment choices in the Masco Corporation Future Service Profit Sharing Plan (or in such other index fund or funds as Masco may determine from time to time), as if the contributions in (1) above had been made simultaneously with the actual contributions referenced in (2) above.

IN WITNESS WHEREOF Masco Corporation has caused this Amendment to be executed on this 19 day of December, 2013.

MASCO CORPORATION
/S/ JOHN G. SZNEWAJS

By:________________________________

John G. Sznewajs

Vice President, Treasurer and

Chief Financial Officer

masbrp.a13

(12/9/13)
175729.1

Exhibit 12  

MASCO CORPORATION
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

		(Dollars in Millions)
		Year Ended December 31,
		2016				2015				2014				2013				2012
Earnings Before Income Taxes, Preferred Stock Dividends and Fixed Charges:
Income from continuing operations before income taxes		$	830			$	689			$	507			$	386			$	155
Deduct equity in undistributed (earnings) loss of fifty-percent-or-less-owned companies		(2		)		(2		)		2				(16)				—
Add interest on indebtedness, net		185				222				221				230				249
Add amortization of debt expense		5				5				5				6				7
Add estimated interest factor for rentals		21				19				33				31				31
Earnings before income taxes, noncontrolling interest, fixed charges and preferred stock dividends		$	1,039			$	933			$	768			$	637			$	442
Fixed Charges:
Interest on indebtedness		$	190			$	223			$	221			$	229			$	248
Amortization of debt expense		5				5				5				6				7
Estimated interest factor for rentals		21				19				33				31				31
Total fixed charges		$	216			$	247			$	259			$	266			$	286
Preferred stock dividends (A)		—				—				—				—				—
Combined fixed charges and preferred stock dividends		$	216			$	247			$	259			$	266			$	286
Ratio of earnings to fixed charges		4.8				3.8				3.0				2.4				1.5
Ratio of earnings to combined fixed charges and preferred stock dividends		4.8				3.8				3.0				2.4				1.5
Ratio of earnings to combined fixed charges and preferred stock dividends excluding certain items (B)		4.8				3.8				2.9				2.4				1.7