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                                                                   Exhibit 10.21



                         TERMINATION BENEFITS AGREEMENT


     This Termination Benefits Agreement ("Agreement") is entered into as of
the 31st day of  December, 1996, by and between DeVilbiss Air Power Company, a
Delaware corporation ("Company") and William E. Allen ("Employee").


                                  WITNESSETH:

     WHEREAS, Employee is a key employee of the Company;

     WHEREAS, the Company considers that providing Employee with certain
employment termination benefits will operate as an incentive for Employee to
remain employed by the Company during the period that the Company is
negotiating a change in control or ownership of the Company or its parent,
Falcon Building Products, Inc. (Falcon);

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

     NOW THEREFORE, to induce Employee to remain employed by 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
Employee agree as follows:

     1. Definitions.

        (a)  "Change in Control" shall mean the sale by the Company or Falcon 
             of all or substantially all of their 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 Falcon 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 Employee's
             employment 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 Employee by the
             Company for any of the following reasons:
        
              (i)  the failure of Employee to render services to the Company in
                   substantial accordance with the terms of his employment, 
                   which failure amounts to gross neglect of his duties to the
                   Company;
        
              (ii) any violation of Section 6 of this Agreement or any
                   employment agreement which Employee may have with the
                   Company;
        

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                  (iii) taking any role in any buy-out of the Company or Falcon
                        without the approval of the Company's majority 
                        shareholder; or

                  (iv)  Employee's commission of any act of fraud, theft or 
                        embezzlement against the Company.

            (e)  "Voluntary Termination" shall mean the voluntary
                 resignation by Employee of his employment with the Company
                 other than a voluntary resignation 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 Employee's place of 
                        employment outside a twenty (20) mile radius of
                        Employee's current place of employment.
        
      2.   Termination of Employee.  In the event of Employee's
           termination of employment 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 Falcon, the Company shall
           provide Employee 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 the Employee.  Nothing in this section shall
                 affect any entitlement of Employee's heirs to the benefits of
                 any life insurance plan; or
        
            (d)  Termination as a result of Employee's incapacity (i.e., if in
                 the reasonable opinion of the Company, Employee 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 Employee's
                 rights under any disability plan in which he is a participant.
        
      3.   Termination Payments.  In the event that Employee is entitled
           to Termination Payments pursuant to the terms of Section 2:

            (a)  Compensation.  The Company shall pay Employee 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) Employee Benefits:

                  (i)  Vacation.  Any accrued vacation pay due but not yet taken
                       at the Termination Date shall be paid to Employee within
                       thirty (30) days following the Termination Date.

                  (ii) Health Benefits.  If Employee participated in any health
                       benefit plan in effect immediately prior to the
                       Termination Date, and if Employee elects to continue
                       participating in such plan pursuant to the terms of said 
                       plan         

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                       and the Comprehensive Omnibus Budget Reconciliation
                       Act ("COBRA"), the Company shall pay for the costs of
                       Employee's 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 Employee's
                       eligibility in any health benefit plan offered by
                       Employee's new employer, if any.  Employee 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, Employee's
                       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,
                       Employee shall become fully vested in all pension and
                       401(k) account balances.
        
                  (iv) Outplacement Assistance.  The Company will provide 
                       Employee up to one year of employment outplacement
                       services with a nationally recognized executive
                       placement company.
        
      4.   At-Will Employment.  The Company and Employee have, and will
           continue to have, an at-will employment relationship.  That is,
           either party can terminate the employment relationship for any
           reason at any time.  Nothing contained in this Agreement shall be
           interpreted to amend or alter this at-will employment relationship.

      5.   Limitation of Payment.  Notwithstanding anything in this
           Agreement to the contrary, if receipt of the Termination Payments
           would subject Employee 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 Employee to receive
           the net after-tax amount he would have received but for the
           application of said Section 4999.

      6.   Continuing Obligations.  In order to induce the Company to
           enter into this Agreement, Employee hereby agrees that all
           documents, records, techniques, business secrets and other
           information which have come into his possession from time to time
           during his continued employment by the Company or which may come
           into his possession during his employment hereunder, shall be deemed
           to be confidential and proprietary to the Company, and Employee
           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.  Employee 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
           Falcon.  Employee further agrees not to speak about a possible sale
           of the Company or Falcon with or otherwise respond to requests to or
           from any third parties involving the possible sale of the Company or
           Falcon, unless specifically authorized to do so by the Company or
           the controlling shareholder of the Company.  The obligations of
           Employee under this Section 6 shall be in addition to, and shall not
           limit, any other obligation of Employee to the Company with respect
           to the matters set forth herein or otherwise.

      7.   Assignments and Transfers.  Employee 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 Employee's 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 Employee's personal or legal
           representatives, executors, administrators, successors, heirs,
           distributees, devisees and legatees.  This Agreement shall be
           binding upon and shall inure to the benefit 



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           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 Falcon or all
           or substantially all of the assets and business of the Company or
           Falcon.

      8.   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:

                         DeVilbiss Air Power Company
                         213 Industrial Drive
                         Jackson, Tennessee  38301
                         Attn: President

           and to Employee at:

                         William E. Allen
                         14 Deepwood
                         Jackson, TN  38305


           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.
        
      9.   Governing Law.  The validity, interpretation, construction
           and performance of this Agreement shall be governed by the laws of
           the State of Tennessee.

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

      11.  Amendments; Waivers.  This Agreement may not be modified,
           amended, or terminated except by an instrument in writing, signed by
           Employee and by a duly authorized representative of the Company
           other than Employee.  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.

      12.  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.

      13.  Arbitration.  The parties agree to submit any dispute arising
           under this Agreement to arbitration.  Arbitration shall be by a
           single arbitrator in the Jackson, Tennessee area experienced in the
           matters at issue selected by the Company and Employee 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 


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            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.

     14.    Release.

            (a)  Employee, on behalf of himself, his heirs, executors, legal 
                 representative, successors and assigns, hereby fully and
                 forever releases and discharges EHL, Falcon, the Company, and
                 their respective affiliates, subsidiaries, parents,
                 predecessors and successors, and each of their officers,
                 directors, trustees, employees, agents and attorneys, past and
                 present (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 Employee's employment
                 with the Company, his employment compensation, his termination
                 of employment or his employment arrangement, the sale of the
                 stock or assets of the Company or Falcon 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, Tennessee.
        
            (b)  Employee 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 15(a) above, or the sale of the stock or assets of the
                 Company or Falcon and also waives any right to recover any
                 relief as a result of any such proceedings initiated on his
                 behalf.
        
     15.    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.



     DEVILBISS AIR POWER COMPANY,        William E. Allen
     a Delaware corporation
     
                                         /s/ William E. Allen
                                         ----------------------
     By:  /s/ Gus J. Athas               signature
     ----------------------------
              Gus J. Athas
     Its:     Vice-President






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