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                                                                   Exhibit 10.22



                         TERMINATION BENEFITS AGREEMENT


     This Termination Benefits Agreement ("Agreement") is entered into as of
the 19th day of  December, 1996, by and between Falcon Building Products, Inc.,
a Delaware corporation ("Company") and Daniel G. Ellis ("Ellis").


                                  WITNESSETH:

     WHEREAS, Ellis is a key member of the Company's management team;

     WHEREAS, the Company considers that providing Ellis with certain
termination benefits will operate as an incentive for Ellis to continue
furnishing services to the Company during the period that the Company is
negotiating a change in control or ownership of the Company or any of its
subsidiaries;

     WHEREAS, this Agreement is intended to provide benefits only in the event
of a change in control or ownership of the Company or any of its subsidiaries
prior to September 30, 1997 (the "Expiration Date");

     NOW THEREFORE, to induce Ellis to continue furnishing services to the
Company through the Expiration Date, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and Ellis agree as follows:

     1. Definitions.

            (a)  "Change in Control" shall mean the sale by the Company of all 
                 or substantially all of its, or any of its subsidiaries,
                 assets and business to a person or entity other than a Related
                 Person or the sale of fifty-one percent (51%) or more of the
                 voting securities and capital stock of the Company or any of
                 its subsidiaries to a person or entity other than a Related
                 Person.  "Related Person" shall mean any person or entity
                 directly or indirectly owned and controlled by Samuel Zell or
                 Equity Holdings Limited ("EHL").
        
            (b)  "Termination Date" shall mean the date of termination of
                 Ellis' relationship with the Company.
        
            (c)  "Termination Payments" shall mean any payment or distribution
                 of compensation or benefits made pursuant to Section 3 of this
                 Agreement.
        
            (d)  "Termination With Cause" shall mean termination of Ellis by
                 the Company for any of the following reasons:
        
                  (i)   the failure of Ellis to render services to the Company
                        in substantial accordance with the terms under which he
                        was retained, which failure amounts to gross neglect of
                        his duties to the Company;
        
                  (ii)  any violation of Section 6 of this Agreement or any
                        other agreement which Ellis may have with the Company;
        
                  (iii) taking any role in any buy-out of the Company or any of
                        its subsidiaries without the approval of the Company's
                        majority shareholder; or
        
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                 (iv)   Ellis' commission of any act of fraud, theft or
                        embezzlement against the Company.
        
           (e)   "Voluntary Termination" shall mean the voluntary
                 termination by Ellis of his relationship with the Company
                 other than a voluntary termination following either:

                 (i)    any reduction in compensation consisting of base salary
                        and incentive bonus;
        
                 (ii)   a substantial diminution of his responsibilities; or
        
                 (iii)  a relocation by the Company of Ellis outside a twenty
                        (20) mile radius of the place where Ellis currently
                        perform his services for the Company.
        
      2.   Termination of Ellis.  In the event of the termination of
           Ellis' services arrangement with the Company within two (2) years
           immediately following the date on which there was a Change in
           Control or ownership of the Company or any of its subsidiaries, the
           Company shall provide Ellis with the Termination Payments outlined
           in Section 3, unless the termination is for any of the following
           reasons:

           (a)   Termination With Cause;

           (b)   Voluntary Termination;

           (c)   The death of Ellis.  Nothing in this section shall affect any
                 entitlement of Ellis' heirs to the benefits of any life 
                 insurance plan; or

           (d)   Termination as a result of  Ellis' incapacity (i.e., if in the
                 reasonable opinion of the Company, Ellis is prevented from
                 properly performing his duties by reason of any physical or
                 mental incapacity for a period of more than one hundred twenty
                 (120) days, in the aggregate, in any twelve (12) month
                 period).  Nothing in this section shall affect Ellis' rights
                 under any disability plan in which he is a participant.
        
      3.   Termination Payments.  In the event that Ellis is entitled to
           Termination Payments pursuant to the terms of Section 2:

           (a)   Compensation.  The Company shall pay Ellis an
                 amount equal to two (2) years base salary plus par bonus as of
                 the Termination Date, without giving effect to any reduction
                 in base salary or incentive  bonus prior to the Termination
                 Date; payable within thirty (30) days of the Termination Date
                 following the Change in Control.

           (b)   Ellis Benefits:

                 (i)    Vacation.  Any accrued vacation pay due but not yet
                        taken at the Termination Date shall be paid to Ellis
                        within thirty (30) days following the Termination Date.
        
                 (ii)   Health Benefits.  If Ellis participated in any health
                        benefit Plan in effect immediately prior to the
                        Termination Date, and if Ellis elects to continue
                        participating in such plan pursuant to the terms of
                        said plan and the Comprehensive Omnibus Budget
                        Reconciliation Act ("COBRA"), the Company shall pay for
                        the costs of Ellis' participation in such plan from the
                        Termination Date until the earlier of: (a) the date
                        which is twenty-four (24) months following the 
                        Termination Date; or (b) the date of  Ellis'
                        eligibility in any health benefit plan offered by
                        Ellis' new employer, if any.  
        
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                        Ellis shall notify the Company in writing within thirty
                        (30) days of any new employment.
        
                  (iii) Retirement And Profit-Sharing Plans. Notwithstanding
                        anything in this Agreement to the contrary, Ellis'
                        rights in any retirement, pension or profit-sharing
                        plans offered by the Company shall be governed by the
                        rules of such plans as well as by applicable law;
                        provided, however, that on the Termination Date, Ellis
                        shall become fully vested in all pension and 401(k)
                        account balances.
        
                  (iv)  Outplacement Assistance.  The Company will provide
                        Ellis up to one year of outplacement services with a
                        nationally recognized executive placement company.
        
      4.   Limitation of Payment.  Notwithstanding anything in this
           Agreement to the contrary, if receipt of the Termination Payments
           would subject Ellis to tax under Section 4999 of the Internal
           Revenue Code of 1986, as amended, the Termination Payments shall be
           "grossed up" to an amount that would allow the Ellis to receive the
           net after-tax amount he would have received but for the application
           of said Section 4999.

      5.   Continuing Obligations.  In order to induce the Company to
           enter into this Agreement, Ellis hereby agrees that all documents,
           records, techniques, business secrets and other information which
           have come into his possession from time to time during his
           performance of services for the Company or which may come into his
           possession during his performance hereunder, shall be deemed to be
           confidential and proprietary to the Company, and Ellis further
           agrees to retain in confidence any confidential information known to
           him concerning the Company and its subsidiaries and their respective
           businesses so long as such information is not publicly disclosed.
           Ellis further agrees to cooperate fully as requested from time to
           time by the controlling shareholder of the Company, the Company's
           Board of Directors, or Company Management in connection with any
           transaction involving the possible sale of the Company or any of its
           subsidiaries.  Ellis further agrees not to speak about a possible
           sale of the Company or any of its subsidiaries with or otherwise
           respond to requests to or from any third parties involving the
           possible sale of the Company or any of its subsidiaries, unless
           specifically authorized to do so by the Company or the controlling
           shareholder of the Company.  The obligations of Ellis under this
           Section 5 shall be in addition to, and shall not limit, any other
           obligation of Ellis to the Company with respect to the matters set
           forth herein or otherwise.

      6.   Assignments and Transfers.  Ellis agrees that he will not
           assign, sell, transfer, delegate or otherwise dispose of, whether
           voluntarily or involuntarily, or by operation of law, any rights or
           obligations under this Agreement, nor shall Ellis' rights be subject
           to encumbrance or the claims of creditors.  Any purported assignment
           shall be null and void.  This Agreement shall inure to the benefit
           of and be enforceable by Ellis' personal or legal representatives,
           executors, administrators, successors, heirs, distributees, devisees
           and legatees.  This Agreement shall be binding upon and shall inure
           to the benefit of the Company and its successors and assigns, and
           the Company shall require any successor or assign to expressly
           assume and agree to perform this Agreement in the same manner and to
           the same extent that the Company would be required to perform it if
           no such succession or assignment had taken place, except no
           assumption shall be required if this Agreement is automatically
           assumed by operation of law.  The term "the Company" as used herein
           shall include such successors and assigns.  The term "successors and
           assigns" as used herein shall include a corporation or other entity
           acquiring at least 51% of the outstanding shares of the Company or 
           any of its subsidiaries or all or substantially all of the assets 
           and business of the Company or any of its subsidiaries.

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      7.   Notices.  For purposes of this Agreement, notices and all
           other communications provided for herein shall be in writing and
           shall be deemed to have been duly given and received when delivered
           or mailed by United States registered or certified mail, return
           receipt requested, postage prepaid, addressed to the Company at:

                Falcon Building Products, Inc.
                2 North Riverside Plaza, Suite 1100
                Chicago, Illinois  60606
                Attn: President

           and to:

                Daniel G. Ellis
                21030 Creekside Dr.
                Kildeer, IL  60047


           or such address as either party may have furnished to the other in
           writing in accordance herewith, except that notices of change of
           address shall be effective only upon receipt.
        
      8.   Governing Law.  The validity, interpretation, construction
           and performance of this Agreement shall be governed by the laws of
           the State of Illinois.

      9.   Entire Agreement.  The terms of this Agreement are intended
           by the parties to be the final expression of their agreement with
           respect to Ellis' termination benefits and may not be contradicted
           by evidence of any prior or contemporaneous Agreement.

      10.  Amendments; Waivers.  This Agreement may not be modified,
           amended, or terminated except by an instrument in writing, signed by
           Ellis and by a duly authorized representative of the Company other
           than Ellis.  No failure to exercise and no delay in exercising any
           right, remedy, or power hereunder shall operate as a waiver thereof,
           nor shall any single or partial exercise of any right, remedy, or
           power hereunder preclude any other or further exercise thereof or
           the exercise of any other right, remedy, or power provided herein or
           by law or in equity.

      11.  Severability; Enforcement.  If any provision of this
           Agreement, or the application thereof to any person, place or
           circumstance, shall be held by a court of competent jurisdiction to
           be invalid, unenforceable, or void, the remainder of this Agreement
           and such provisions as applied to other persons, places, and
           circumstances shall remain in full force and effect.

      12.  Arbitration.  The parties agree to submit any dispute arising
           under this Agreement to arbitration.  Arbitration shall be by a
           single arbitrator in the Chicago, Illinois area experienced in the
           matters at issue selected by the Company and Ellis in accordance
           with the commercial arbitration rules of the American Arbitration
           Association.  The decision of the arbitrator shall be final and
           binding as to any manner submitted to him under this Agreement.  All
           costs and expenses incurred in connection with any such arbitration
           proceeding shall be borne by the party against whom the decision is
           rendered as provided by the arbitrator.

     13.   Release.

           (a)    Ellis, on behalf of himself, his heirs, executors, legal
                  representative, successors and assigns, hereby fully and
                  forever releases and discharges EHL, Company, and their
                  respective affiliates, subsidiaries, parents, predecessors
                  and successors, and each of their officers, directors,
                  trustees, employees, agents and attorneys, past and present


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                  (the "Releasees"), from any and all claims, demands or causes
                  of action, whether now known or unknown, which have existed,
                  which do exist, or which may exist in the future, arising out
                  of or relating in any way to Ellis' furnishing of services to
                  the Company, his compensation, the termination of his
                  relationship with the Company, the sale of the stock or
                  assets of the Company or any of its subsidiaries and/or any
                  other occurrence up to and including the effective date of
                  this Agreement, except those claims statutorily precluded
                  from waiver or release by private parties and except those
                  alleging breach of this Agreement.  Without in any way
                  limiting the generality of the foregoing language, this
                  release includes any claims for relief or causes of action
                  under the Age Discrimination in Employment Act, as amended,
                  29 U.S.C. Section 621, et seq., and any other federal, state
                  or local statute, ordinance or regulation dealing in any
                  respect with discrimination in employment, and in addition
                  thereto, any claims under any Company severance policy,
                  practice or procedure, and any claims, demands or actions
                  brought on the basis of alleged wrongful or retaliatory
                  discharge and/or alleged breach of an implied or explicit,
                  written or oral employment or other contract or covenant
                  under the common law of any state, including, but not limited
                  to, Illinois.

            (b)   Ellis further agrees not to directly or indirectly pursue or
                  initiate any action or legal proceeding of any kind against
                  the Releasees arising out of or related to the claims
                  released in Section 13(a) above, or the sale of the stock or
                  assets of the Company or any of its subsidiaries and also
                  waives any right to recover any relief as a result of any
                  such proceedings initiated on his behalf.
        
     14.    Termination Date.  This Agreement shall be null and void in the 
event that a Change in Control does not occur on or before the Expiration Date.



     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the day and year set forth above.

     FALCON BUILDING PRODUCTS, INC.                Daniel G. Ellis
     a Delaware corporation              
              
                                                   /s/ Daniel G. Ellis
                                                   -------------------
     By: /s/ Gus J. Athas                          signature
     ------------------------------              
             Gus J. Athas              
     Its:    Vice-President              



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