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                     TERMINATION BENEFITS AGREEMENT


       This Termination Benefits Agreement ("Agreement") is entered into as 
of the 20th day of December 1997, by and between Mansfield Plumbing Products, 
Inc., a Delaware corporation ("Company") and Joseph W. Harbrecht ("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 set forth below that the 
Company may undertake to negotiate 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 
December 10, 1999 (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 
                     Investcorp International, Inc. ("Investcorp").

              (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.

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              (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;

                     (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 fifty (50) 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

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              (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 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.

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                     (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 of the 

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              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:

                          Mansfield Plumbing Products, Inc.
                            8425 Pulsar Place,  Suite 220
                               Columbus, Ohio  43240
                            Attn: Chief Financial Officer

                                and to Employee at:

                                 4882 Autumn Drive
                           Cedar Rapids, Iowa  52411-7834


              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 Ohio.

       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 

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              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 Chicago, Illinois 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/her 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 Investcorp, 
                     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 

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                     or other contract or covenant under the common law of 
                     any state, including, but not limited to, Ohio.

              (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 14 (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.


MANSFIELD PLUMBING PRODUCTS, INC.
a Delaware corporation



/s/ Gus J. Athas                              /s/  Joseph W. Harbrecht
-------------------------------               ------------------------------
Gus J. Athas                                   Joseph W. Harbrecht
Executive Vice President