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                                                                   EXHIBIT 10.10


                         FALCON BUILDING PRODUCTS, INC.
                      SENIOR EXECUTIVE STOCK PURCHASE PLAN


         1.       Purpose. The Falcon Building Products, Inc. Senior Executive
Stock Purchase Plan (the "Plan") has been established by Falcon Building
Products, Inc. (the "Company") to secure for the Company and its shareholders
the benefits arising from capital ownership, and thereby entrepreneurial risk,
by those senior executive officers of the Company and its subsidiaries who are
and will be responsible for the future growth and continued success of the
Company and its subsidiaries. The Plan will provide a means whereby such
individuals, pursuant to purchases under the Plan, will acquire shares of Class
A common stock, par value $0.01 per share, of the Company ("Class A Stock")
coincident with the initial public offering of Class A Stock (the "IPO").

         2.       Administration. The authority to manage and control the
operation and administration of the Plan shall be vested in a Committee (the
"Committee") consisting of two or more non-employee members of the Board of
Directors of the Company (the "Board") who are appointed by, and may be removed
by, the Board and who are disinterested persons within the meaning of Rule 16b-3
("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Any interpretation of the Plan by the Committee and any
decision made by the Committee on any matter within its discretion is final and
binding on all persons. No member of the Committee shall be liable for any
action or determination made with respect to the Plan.

         3.       Participation. Prior to the effective date of the registration
statement to be filed by the Company with the Securities and Exchange Commission
in September 1994 in connection with the IPO (the "IPO Date"), the Committee
shall determine and designate from among the senior executive officers of the
Company and its subsidiaries (including employees who are also directors) the
officers who will participate in the Plan and purchase shares of Class A Stock
on the IPO Date ("Participants").

         4.       Shares Subject to the Plan. The number of shares of Class A
Stock available for purchase under the Plan shall not exceed, in the aggregate,
196,500 shares, which may be either authorized and unissued shares, treasury
shares or a combination thereof, as the Committee shall determine.

         5.       Stock Purchase. Subject to the terms and conditions of the
Plan, each Participant shall (i) be required to purchase from the Company the
number of shares of Class A Stock that can be purchased based on the multiple of
his salary set forth in the first column below and the IPO Price (as defined in
subsection 5.1) (the "Required Purchased Shares) and (ii) upon the purchase of
the Required Purchased Shares, have the opportunity to purchase from the Company
all or any of the number of additional shares of Class A Stock that can be
purchased based on the multiple of his salary set forth in the second column
below and the IPO Price (the "Optional 
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Purchased Shares) (the Required Purchased Shares and the Optional Purchased
Shares are referred to collectively as the "Purchased Shares"):

<TABLE>
<CAPTION>
                               Required Purchased          Optional Purchased
                             Shares Salary Multiple       Shares Salary Multiple
                             ----------------------       ----------------------
<S>                          <C>                          <C>
President/CEO                          2.5                          2.5
Senior Vice President                   1                            1
President/Subsidiary                    1                            1
</TABLE>

Notwithstanding the foregoing, the Company shall have no obligation to sell any
Purchased Shares to any Participant unless the IPO is successfully completed on
or prior to December 31, 1994.

                  5.1. Purchase Price. The purchase price per share for the
Purchased Shares shall be equal to the price of Class A Stock that is sold to
the public in the IPO (the "IPO Price"). The amount of a Participant's "Purchase
Price" shall be equal to the number of his Required Purchased Shares and the
number of Optional Purchased Shares he elects to purchase multiplied by the IPO
Price.

                  5.2. Purchase. Each Participant shall purchase the Required
Purchased Shares and the number of Optional Purchased Shares he elects to
purchase by giving written notice to the Secretary of the Company at the
principal executive offices of the Company prior to the IPO Date; provided, that
the Participant may purchase only whole shares of Class A Stock. Such notice
shall specify the number of shares of Class A Stock to be purchased and shall be
accompanied by payment of the Purchase Price for such shares. The portion of the
Purchase Price not being financed by a loan pursuant to subsection 5.3 shall be
paid by the Participant to the Company in cash.

                  5.3. Purchase Loan. The Company shall make a loan (a "Loan")
to each Participant in an amount up to 90% of the Purchase Price for his
Required Purchased Shares and up to 95% of the Purchase Price for his Optional
Purchased Shares, as selected by the Participant, which may be used only for the
purpose of financing the purchase, subject to the following:

                  (a) Each Loan shall be evidenced by a promissory note in such
         form as the Committee shall approve; provided, that the note shall (i)
         provide full recourse to the Participant, (ii) provide for interest at
         the rate of six and one-half percent (6-1/2%) per annum or, if higher,
         the applicable Federal rate per annum determined under section 1274(d)
         of the Internal Revenue Code in effect during the month in which the
         IPO Date occurs, compounded semi-annually, (iii) be secured by a Pledge
         Agreement (described in subsection 5.4), and (iv) comply with all
         applicable laws, regulations and rules of the Board of Governors of the
         Federal Reserve System and any other governmental agency having
         jurisdiction.


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                  (b) Subject to the prepayment provisions of subsection 5.5 and
         the acceleration provisions set forth in paragraphs (c) and (d) below,
         each Loan shall mature on December 1, 2001 (the "Maturity Date"), at
         which time interest shall be payable.

                  (c) Subject to the repurchase provisions of section 8, the
         principal and interest outstanding under a Loan of a Participant who
         retires on or after age 65 or whose employment with the Company and its
         affiliates terminates by reason of his death or Disability (as defined
         below) or is terminated for a reason other than Cause (as defined
         below) will not become due and payable until the Maturity Date of the
         Loan. All principal and interest outstanding under a Loan with respect
         to any other Participant will automatically become due and payable on
         the date the Participant's employment with the Company and its
         affiliates terminates. "Disability" means a determination by the
         Committee in its sole discretion that a Participant has become
         "disabled" within the meaning of the Company's long-term disability
         plan as in effect at the time. "Cause" means a Participant has been
         convicted of a felony (without regard to whether the conviction is
         subject to appeal), the Board or the Committee has determined that the
         Participant has willfully engaged in gross misconduct materially and
         demonstrably injurious to the Company, or the Participant has willfully
         failed to substantially perform his duties (other than any such failure
         resulting from the Participant's Disability) and has failed to remedy
         the situation within ten (10) business days after receiving from the
         Committee a written demand for substantial performance that
         specifically identifies the manner in which the Committee believes that
         the Participant has not substantially performed his duties. No act, or
         failure to act, on the Participant's part shall be considered "willful"
         unless done, or omitted to be done, by the Participant not in good
         faith and without reasonable belief that his action or omission was in
         the best interest of the Company.

                  (d) The Company has the right to accelerate the principal and
         interest due under the Loan if any of the following events occurs: (i)
         the Participant defaults in the payment of any amount due under the
         Loan and the default remains uncured for a period of ten (10) days
         after the date the Company gives the Participant notice of the default,
         (ii) the Participant defaults under or breaches any other covenant,
         representation or warranty under the Loan note, the Pledge Agreement or
         any other agreement under the Plan and the default or breach remains
         uncured for a period of thirty (30) days after the date the Company
         gives the Participant notice of his default or breach, (iii) the
         Participant applies for or consents to the appointment of a receiver,
         trustee, custodian or liquidator of any of his property, admits in
         writing his inability to pay his debts as they mature, makes a general
         assignment as a bankrupt or insolvent or is the subject of an order for
         relief under Chapter 13 of the United States Bankruptcy Code or files a
         voluntary petition in bankruptcy or a petition or answer seeking an
         arrangement with creditors to take advantage of any bankruptcy,
         insolvency, readjustment or debt or liquidation law or statute, or an
         answer admitting the material allegations of a petition filed against
         him in any proceeding under any such law, or (iv) any court of
         competent jurisdiction enters an order, judgment or decree, without the
         application, approval or consent of the Participant, approving a
         petition appointing a receiver, trustee, custodian or liquidator of all
         or a 


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         substantial part of the assets of the Participant, and such order,
         judgment or decree continues unstayed and in effect for a period of
         thirty (30) days.

                  (e) If a Participant fails to make any payment required under
         his Loan when due, the Company may foreclose on the Pledged Property
         (as defined in subsection 5.4) and may otherwise enforce its rights
         under the Plan and any Loan note or other agreement entered into under
         the Plan.

                  5.4. Pledge of Shares.

                  (a) Each Participant shall enter into an agreement with the
         Company in such form as the Committee shall approve (the "Pledge
         Agreement") to pledge to the Company all of the Purchased Shares (the
         "Pledged Shares"), any non-cash dividends or distributions payable with
         respect to such shares and any securities or other property (other than
         cash) payable in respect of or in exchange for such shares pursuant to
         any merger, reorganization, consolidation, recapitalization, exchange
         offer or other similar corporate transaction ("Related Property") and
         all proceeds thereof (collectively, the "Pledged Property") to secure
         repayment of the Loan. Notwithstanding the foregoing, in the event that
         the Committee determines that a Participant would recognize a net
         increase in taxable income from the receipt of any such dividends or
         distributions, the Committee may in its discretion permit the
         Participant to retain a portion of the dividends or distributions so as
         to be able to pay all or part of his related increase in taxes.

                  (b) Certificates representing shares of stock that consist of
         Pledged Property shall bear the following legend in addition to any
         other legends that the Company may deem appropriate:

                  THIS CERTIFICATE AND THE SHARES OF STOCK AND ALL RIGHTS HEREBY
                  REPRESENTED ARE SUBJECT TO THE TERMS, CONDITIONS AND
                  RESTRICTIONS SET FORTH IN THE FALCON BUILDING PRODUCTS, INC.
                  SENIOR EXECUTIVE STOCK PURCHASE PLAN, ANY AGREEMENT UNDER THAT
                  PLAN AND THE PLEDGE AGREEMENT BETWEEN THE OWNER OF SUCH SHARES
                  AND FALCON BUILDING PRODUCTS, INC. AND MAY NOT BE SOLD OR
                  TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS
                  OF SUCH PLAN AND AGREEMENTS, COPIES OF WHICH ARE ON FILE AT
                  THE OFFICES OF FALCON BUILDING PRODUCTS, INC.

                  (c) Any cash received upon an exchange or conversion of
         Pledged Property shall be applied to reduce the outstanding Loan
         balance (with principal and interest being reduced proportionately).
         Any cash in excess of that applied against the outstanding Loan balance
         shall be paid to the Participant, provided, that if the Pledged
         Property was subject to restriction under section 6, the Company shall
         delay payment of the excess 


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         cash and interest until the earlier of the end of the Restricted Period
         (as defined in section 6) or the date of repurchase (described in
         section 8).

                  5.5. Prepayments of Loan and Releases from Pledge.

                  (a) A Participant may make voluntary prepayments on the Loan
         at any time without penalty in such minimum amounts as the Committee
         may determine, which shall be applied first to accrued but unpaid
         interest, and then to principal.

                  (b) In the event that any cash dividend or distribution is
         paid by the Company with respect to any Pledged Property relating to
         the Loan, the Participant shall make a mandatory prepayment with
         respect to the Loan equal to the amount of such dividend or
         distribution, which shall be applied first to accrued but unpaid
         interest under the Loan, then to principal. Notwithstanding the
         foregoing, in the event that the Committee determines that a
         Participant would recognize a net increase in taxable income from the
         receipt of any such dividends or distributions after giving effect to
         any deduction for the related payment under the Loan, the Committee may
         in its discretion permit the Participant to retain a portion of the
         dividends or distributions so as to be able to pay all or part of his
         related increase in taxes.

                  (c) In the event that the Participant at any time desires to
         obtain a release of all or part of any Pledged Property securing the
         Loan, whether for the purpose of selling such Pledged Property or
         otherwise, as a condition to the release, the Participant shall make
         arrangements satisfactory to the Company for the prepayment by the
         Participant of an amount equal to the higher of (i) a percentage of the
         outstanding Loan balance as of the date of the release equal to the
         percentage in value of the Pledged Property sought to be released and
         (ii) a sufficient portion of the outstanding Loan balance so that the
         amount of the outstanding Loan balance remaining unpaid after giving
         effect to such payment does not exceed eighty percent (80%) of the fair
         market value of the Pledged Property that will remain subject to the
         Pledge Agreement after giving effect to the release, which shall be
         applied first to accrued but unpaid interest under the Loan, then to
         principal.

                  (d) In the event of any prepayment of principal under the
         Loan, the Company will release from the pledge under the Pledge
         Agreement a portion of the Pledged Property equal to the percentage of
         the outstanding principal balance so paid, provided, that (i) the
         Company will retain Pledged Property with an aggregate fair market
         value equal to at least one hundred twenty-five percent (125%) of the
         outstanding Loan balance as of the date of the prepayment (after giving
         effect to the prepayment) and (ii) to the extent any of the released
         Pledged Property is subject to restriction under section 6, the Company
         will retain custody of the property until the end of the Restricted
         Period.

         6.       Restrictions on Shares. From the date of the purchase of the
Purchased Shares until the third anniversary of such date (the "Restricted
Period"):


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                  (a) Purchased Shares may not be sold, assigned, transferred,
         pledged or otherwise encumbered;

                  (b) the certificate representing such shares shall be
         registered in the name of the Participant and shall be deposited with
         the Company, together with a stock power (in such form as the Company
         may determine); and

                  (c) the Participant shall be treated as a stockholder with
         respect to the Purchased Shares, including the right to vote such
         shares.

         7.       Transfers at Termination of Restricted Period. At the end of
the Restricted Period with respect to a Participant's Purchased Shares, the
certificate representing such shares shall be transferred to the Participant (or
the Participant's legal representative or heir) free of all restrictions;
provided, that if the shares are still Pledged Shares, the certificate
representing such shares shall continue to be held by the Company until its
release under the Pledge Agreement.

         8.       Repurchase. Notwithstanding any other provisions of the Plan,
if prior to the last day of the Restricted Period the Participant's employment
with the Company and its affiliates terminates by reason of the Participant's
death or Disability or his retirement on or after age 65 or his employment is
terminated for a reason other than Cause or a Change in Control (as defined in
subsection 9.8) shall have occurred, the Company shall repurchase from the
Participant and the Participant (or his legal representative) shall sell to the
Company all Pledged Property held by the Participant as of the date of
termination or the Change in Control for a price equal to the greater of (i) the
fair market value of the property and (ii) the Participant's Purchase Price plus
accrued but unpaid interest on the associated Loan less the aggregate amount of
dividends and distributions paid on the Participant's Purchased Shares from his
date of purchase. The repurchase price will be applied first to the payment of
the Participant's outstanding Loan balance and then any excess amount will be
paid to or on behalf of the Participant. In the case of a shortfall, the
Participant will be required to pay any remaining Loan balance.

         9.       General.

                  9.1. Effective Date and Duration. The Plan will become
effective upon its approval by the Company's shareholders. Offers made under the
Plan prior to such approval are subject to such approval. No offers will be made
under the Plan after the IPO Date.

                  9.2. Agreements Evidencing Participation. At the time of his
designation as a Participant, the Committee may require a Participant to enter
into one or more agreements with the Company in a form specified by the
Committee agreeing to the terms and conditions of the Plan and to such
additional terms and conditions, not inconsistent with the Plan, as the
Committee may in its discretion prescribe.

                  9.3. Nontransferability. No right provided under the Plan to
any Participant may be transferred, pledged or assigned by the Participant
(except, in the event of the Participant's death, by will or the laws of descent
and distribution), and the Company shall not be required to 


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recognize any attempted assignment of such rights by any Participant. During a
Participant's lifetime, purchases may be made only by him or by his guardian or
legal representative.

                  9.4. Compliance with Applicable Law and Withholding.

                  (a) Notwithstanding any other provision of the Plan, the
         Company shall have no obligation to issue any shares of Class A Stock
         under the Plan if such issuance would violate any applicable law or any
         applicable regulation or requirement of any securities exchange or
         similar entity.

                  (b) Prior to the issuance of any shares of Class A Stock under
         the Plan, the Company may require a written statement that the
         recipient is acquiring the shares for investment and not for the
         purpose or with the intention of distributing the shares and will not
         dispose of them in violation of the registration requirements of the
         Securities Act of 1933.

                  (c) With respect to any person who is subject to section 16(a)
         of the Exchange Act, the Committee may, at any time, add such
         conditions and limitations to any award under the Plan that it deems
         necessary or desirable to comply with the requirements of Rule 16b-3.

                  (d) If at any time the Company in its sole discretion
         determines that the listing, registration or qualification (or any
         updating of any such document) of the shares of Class A Stock issuable
         under the Plan is necessary on any securities exchange or under any
         federal or state securities or blue sky law, or that the consent or
         approval of any governmental regulatory body is necessary or desirable
         as a condition of, or in connection with, the issuance of shares of
         Class A Stock under the Plan, the shares of Class A Stock shall not be
         issued in whole or in part unless such listing, registration,
         qualification, consent or approval shall have been effected or obtained
         free of any conditions not acceptable to the Company.

                  (e) The Company shall have the right to require a Participant
         to pay to the Company the amount of any taxes that are required to be
         withheld with respect to a Participant's participation in the Plan,
         including any such taxes required to be withheld in connection with (i)
         the purchase by the Participant of any Purchased Shares, (ii) any
         dividend or distribution in respect of the Purchased Shares or any
         Related Property, (iii) any repayment of a Loan, (iv) the lapse of the
         Restricted Period, (v) any release of Pledged Property or (vi) any sale
         of Purchased Shares or any Related Property. To the extent permitted by
         the Committee, a Participant may elect to have any distribution
         otherwise required to be made under the Plan to be withheld to fulfill
         any tax withholding obligation.

                  9.5. No Employment Rights. The Plan does not constitute a
contract of employment, and participation in the Plan will not give any
Participant the right to be retained in the employ of the Company or an
affiliate or the right to continue as a director of the Company 


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or any right or claim to any benefit under the Plan unless such right or claim
has specifically accrued under the terms of the Plan or the terms of any award
under the Plan.

                  9.6. Shareholder Status. No award to a Participant under the
Plan shall create any rights in such Participant as a shareholder of the Company
until shares of Class A Stock are registered in the name of the Participant.

                  9.7. Amendment of the Plan. Subject to any approval of the
shareholders of the Company which may be required, the Board may at any time
amend, suspend or terminate the Plan or any award outstanding under the Plan;
provided, however, that no such amendment shall alter or impair the rights of
any Participant with respect to any award previously made under the Plan without
the consent of the holder thereof or make any change that would disqualify the
Plan, intended to be so qualified, from the exemption provided by Rule 16b-3.

                  9.8. Immediate Acceleration in Event of a Change in Control.
Notwithstanding any provision of the Plan to the contrary or the normal terms of
vesting under any award, all Purchased Shares will become fully vested
immediately if a Change in Control occurs. For purposes of the Plan, a "Change
in Control" shall have occurred if:

                  (a) any person, entity or group (other than the Company or a
         subsidiary) acquires 50% or more of the outstanding common stock of the
         Company from the holders thereof;

                  (b) there has been a merger or combination of the Company with
         one or more other entities after which 50% or more of the voting stock
         of the surviving corporation is held by persons other than former
         stockholders of the Company; or

                  (c) 20% or more of the directors elected by stockholders to
         the Board of Directors of the Company are persons who were not
         nominated by management in the most recent proxy statement of the
         Company.

                  9.9. Governing Law. The Plan and all determinations made and
actions taken thereunder, to the extent not otherwise governed by the laws of
the United States, shall be governed by the internal laws of the State of
Illinois and construed accordingly.


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