Exhibit
10.22  EMPLOYMENT SECURITY AGREEMENT  This
Employment Security Agreement (the Agreement) is entered into as of the 26th
day of June 2001, by and between Building Materials Corporation of America, a
Delaware corporation with its executive offices located at 1361 Alps Road,
Wayne, New Jersey 07470 (the Employer), and Doug Blackwell, residing at
                              (the
Executive).  WITNESSETH  WHEREAS,
the Executive is currently employed by the Employer as its Senior Vice
President, Supply Chain Management; and  WHEREAS,
the Employer desires to attract and retain well-qualified executives and key
personnel and to provide certain security to both itself and the Executive of
continuity of management in the event of a change in control of the Employer;
and  WHEREAS,
the Executive and the Employer desire to enter into this Agreement, which sets
forth the terms of the security the Employer is providing the Executive with
respect to his employment;  NOW,
THEREFORE, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:  1.Definitions.
For purposes of this Agreement the following definitions shall apply:  (a)Base
Salary means the higher of the Executives annual base salary at the rate in
effect on either the date of a Change in Control or the date of the Executives
termination of employment.  (b)Bonus
means the average payment made to the Executive under any bonus plan of the
Employer for the three full fiscal years of the Employer preceding the date of
the Change in Control, or for such shorter period that the Executive has been
employed by the Employer. If the Executive has not been employed by the
Employer for a sufficient length of time for a bonus to be payable, Bonus
shall mean the average target bonus for which the Executive would have been
eligible or, in the absence of any such target, 50% of the Executives Base
Salary.  (c)Cause
shall be deemed to exist only if:  (1)The
Executive engages in acts or omissions constituting dishonesty in the capacity
of his employment with the Employer, an intentional breach of fiduciary
obligation or an intentional wrongdoing or malfeasance;  (2)The
Executive is convicted of a criminal violation involving fraud or dishonesty;
or  (3)The
Executive materially breaches this Agreement (other than by engaging in acts or
omissions enumerated in paragraphs (1) and (2)  1 
   above), or materially fails to satisfy the conditions
and requirements of his employment with the Employer, and such breach or
failure by its nature is incapable of being cured, or such breach or failure
remains uncured for more than 30 days following receipt by the Executive of
written notice from the Employerspecifying the nature of the breach
or failure and demanding the cure thereof.  Without
limiting the generality of the foregoing, the following shall not constitute
Cause:  (4)Any
personal or policy disagreement between the Executive and the Employer or any
member of the Board of Directors of the Employer; or  (5)Any action
taken by the Executive in connection with his duties if (i) the Executive acted
in good faith and in a manner the Executive reasonably believed to be in, and
not opposed to, the best interests of the Employer and (ii) the Executive had
no reasonable cause to believe his conduct was unlawful.  Notwithstanding
anything herein to the contrary, in the event the Employer terminates the
employment of the Executive for Cause hereunder, the Employer shall give at
least 30 days prior written notice to the Executive specifying in detail the
reason or reasons for the Executives termination for Cause.  (d)Change in
Control shall be deemed to occur in connection with any, of the following
events:  (1)The Heyman
Group ceases to be the beneficial owner, directly or indirectly, of a majority
voting power of the voting stock of the Employer;  (2)The
transfer or sale of a Substantial Portion of the Property of the Employer in
any transaction or series of transactions to any entity or entities other than
an entity of which the Heyman Group owns at least 80% of such entitys capital
stock or beneficial interest.  (3)Any person
or entity, other than the Heyman Group, assumes, without the consent of the
Heyman Group, management responsibilities for the affairs of G-1 or any
subsidiary thereof.  For
purposes of this subsection (d), the Heyman Group shall mean (i) Samuel J.
Heyman, his heirs, administrators, executors and entities of which a majority
of the voting stock is owned by Samuel J. Heyman, his heirs, administrators or
executors and (ii) any entity controlled, directly or indirectly, by Samuel J.
Heyman or his heirs, administrators or executors. Also for purposes of this
subsection (d), beneficial ownership shall be determined in accordance with
Rule 13d under the Securities Exchange Act of 1934, as amended.  (e)Code
means the Internal Revenue Code of 1986, as amended.  2 
   (f)Effective
Date means the date of this Agreement as set forth above.  (g)Good
Reason shall exist if:  (1)There is a
significant adverse change in the nature or the scope of the Executives authority
or duties;  (2)There is a
reduction in the Executives rate of Base Salary in effect at the time of the
Change in Control, or a material adverse change to the Executive with respect
to the bonus plan as in effect at the date of the Change of Control.  (3)The
Employer changes the principal location in which the Executive is required to
perform services to a location not within a 50 mile radius from 1361 Alps Road,
Wayne, New Jersey;  (4)The
Employer terminates or amends any Incentive Plan or Retirement Plan so that,
when considered in the aggregate with any substitute Plan or Plans, the
Incentive Plans and Retirement Plans in which he is participating fail to
provide him with a level of benefits at least equal to the value of the level
of benefits provided in the aggregate by such Incentive Plans or Retirement
Plans at the date of a Change in Control. Notwithstanding the foregoing, this
subparagraph (4) shall not be considered Good Reason if the Employer agrees to
pay to the Executive outside of each such Plan the difference in the value of
benefits in the same form, time and manner as payments are otherwise to be made
to the Executive under the Plan.  (i)Incentive
Plans shall mean any incentive, bonus, deferred compensation or similar plan
or arrangement currently or hereafter made available by the Employer in which
the Executive is eligible to participate, including but not limited to those
plans listed on Exhibit A.  (j)Retirement
plans shall mean any qualified or supplemental defined benefit retirement plan
or defined contribution retirement plan currently or hereinafter made available
by the Employer in which the Executive is eligible to participate, or any
private retirement arrangement maintained by the Employer solely for the
Executive, including but not limited to those plans listed on Exhibit B.  (k)Severance
Period shall mean the period beginning on the date the Executives employment
with the Employer terminates under circumstances described is Section 3 and
ending on the first to occur of either the date that is 24 months thereafter or
the date the Executive attains or would have attained age 65.  (1)Substantial
Portion of the Property of the Emp1oyer shall mean a majority of the aggregate
book value of the assets of the Employer as set forth on the most recent
balance sheet of the Employer, prepared on a consolidated basis, by its
regularly employed, independent, certified public accountants.  (m)Welfare
Plan shall mean any health, major medical, vision or dental plan, disability
plan, survivor income plan or life insurance plan or other arrangement
currently or  3 
   hereafter
made available by the Employer in which the Executive is eligible to
participate, including but not limited to those plans listed on Exhibit C.  2.Term. The
term of this Agreement shall be the period beginning on the Effective Date and
terminating on the first to occur of either (i) the date that is 24 months
after the date of the Executives termination of employment under circumstances
described in Section 3, or (ii) the date the Executive attains or would have
attained age 65 (the Term).  3.Benefits
Upon Termination of Employment. If, at any time during the 36 month period
following a Change in Control, (i) the Executives employment with the Employer
is terminated by the Employer (or any successor to the Employer) for any reason
other than Cause, or (ii) the Executive terminates his employment with the
Employer for Good Reason, the following provisions will apply:  (a)The
Employer shall provide to the Executive a single sum payment equal to the sum
of two times the Executives Base Salary and two times the Executives Bonus,
to be paid within 60 days of the Executives termination of employment.  (b)The
Executive shall immediately become fully vested and entitled to receive any and
all benefits accrued under any Incentive Plans and Retirement Plans to the date
of termination of employment, which amount, form and time of payment of such
benefits shall be determined by the terms of such Incentive Plan or Retirement
Plan, and the Executives employment shall be deemed to have terminated by
reason of retirement under each such Plan under circumstances that have the
most favorable result for the Executive thereunder. To the extent that such
accelerated vesting or deemed termination treatment is not permitted under the
terms of any such Incentive Plan or Retirement Plan, the Employer will make
payments or distributions to the Executive outside of each such Plan in an
amount substantially equivalent to the payments or distributions the Executive
would have received had such accelerated vesting or deemed termination
treatment been permitted under the terms of the Plan.  (c)For
purposes of all Incentive Plans and Retirement Plans, the Executive shall be
given service credit for all purposes for, and shall be deemed to be an
employee of the Employer during, the Severance Period. To the extent that such
service credit or deemed employee treatment is not permitted under the terms of
any such Incentive Plan or Retirement Plan, the Employer will make payments or
distributions to the Executive outside of each such Plan in an amount
substantially equivalent to the payments or distributions the Executive would
have received had such service credit or deemed employee treatment been
permitted under the terms of the Plan.  (d)If upon the
date of termination of the Executives employment, the Executive holds any
options with respect to stock of the Employer, all such options will
immediately become fully vested and exercisable upon such date and will be
exercisable for the shorter of: (i) 24 months after the date of the Executives
termination of employment; or (ii) for the term of the options as provided in
the governing option plan or option agreement. Upon acceleration of vesting and
exercise of such options, the Employer will provide to the Executive a lump sum
payment, within 60 days after the exercise of such options, in an amount equal
to the excess, if any, of the aggregate fair market value of all stock of the
Employer subject to such options, determined as of the date of termination of
employment, over the aggregate option price of such stock, and the Executive
will surrender all such options unexercised.  (e)During the
Severance Period, the Executive and his spouse and other dependents  4 
   will
continue to be covered by all Welfare Plans maintained by the Employer in which
the Executive, spouse or dependents were participating immediately before the
date of the Executives termination as if the Executive continued to be an
employee of the Employer, provided, that if participation in any one or more of
such Welfare Plans is not possible under the terms thereof, the Employer will
provide substantially identical benefits to the Executive and his spouse and
other dependents outside of the Welfare Plans for the duration of the Severance
Period. If, however, the Executive obtains full-time employment with another
employer during the Severance Period, such coverage (other than federally
mandated COBRA coverage) shall cease as of the day of his employment with the
new employer.  (f)The
Executive shall be entitled to a payment attributable to compensation for
unused vacation periods accrued as of the date of his termination of
employment. Payment for accrued, unused vacation shall be made to the Executive
in a lump sum within 30 days following the date of the Executives termination
of employment.  (g)Subject to
the provisions set forth herein, the Executive shall not be entitled to
reimbursement for miscellaneous fringe benefits during the Severance Period,
such as dues and expenses related to club memberships or expenses for
professional services.  (h)Subject to
the provisions set forth herein, the Executive shall not be entitled to and the
Employer shall have no other obligation to provide any severance pay under the
Employers severance pay policy or otherwise.  4.No Setoff.  (a)The
payments or benefits payable to the Executive, his spouse or other beneficiary
under this Agreement shall not be reduced by the amount of any claim of the
Employer against the Executive, his spouse or other beneficiary for any debt or
obligation of the Executive, his spouse or other beneficiary owing to the
Employer.  (b)No payments
or benefits payable to the Executive, his spouse or other beneficiary under
this Agreement shall be reduced by any amount the Executive, his spouse or
other beneficiary may earn or receive from employment with another employer or
from any other source, except as expressly provided in paragraph 3(e).  5.Death. If
the Executive dies during the Severance Period, the following rules shall
apply:  (a)All amounts
payable hereunder to the Executive shall, during the remainder of the Severance
Period, be paid to his surviving spouse or other beneficiary. On the death of
the survivor of the Executive and his spouse or other beneficiary, no further
benefits will be paid under the Agreement.  (b)During the
remainder of the Severance Period, the Executives spouse and dependents, if
any, shall be covered under all Welfare Plans made available by the Employer to
the Executive, his spouse or dependents immediately before the date of the
Executives death; provided, that if participation in any one or more of such
Welfare Plans is not permitted under the terms thereof, the Employer shall
provide substantially identical benefits to the spouse and dependents outside
of the Welfare Plans far the duration of the Severance Period.  5 
   Any
benefits payable under this Section 5 are in addition to any other benefits due
to the Executive, his spouse or other beneficiaries or dependents from the
Employer, including, but not limited to, payments under any of the Incentive
Plans or Retirement Plans.  6.Termination
for Cause or Without Good Reason. If the Executives employment with the
Employer is terminated (i) for any reason before a Change in Control, or (ii)
after a Change in Control by the Employer for Cause or by the voluntary action
of the Executive Without Good Reason, the Executives base salary in effect on
the date of termination shall be paid through the date of termination, and the
Employer shall have too further obligation to the Executive, his spouse or
other beneficiary under this Agreement, except for benefits accrued under any
Incentive Plans and Retirement Plans under paragraph 3(b) and payable in
accordance with such Plans.  7.Restrictive
Covenants. No Solicitation of Representatives and Employees and
Confidentiality. Executive agrees to execute simultaneously with this
Agreement, the Employers Agreement Regarding Confidentiality and Competition
he signed on January 29, 2001 which is attached to this Agreement as Exhibit D
and made a part hereof, except that the definition of Competitive
Organization as set forth in Paragraph 2(iii) of the Agreement Regarding
Confidentiality and Competition shall include only roofing manufacturing
companies and not distributors or customers of Employer and the Restricted
Period (as defined in Paragraph 2 of the Agreement Regarding Confidentiality
and Competition) shall be 18 months. If any conflict arises between the terms
of this Agreement and the terms of the Agreement Regarding Confidentiality and
Competition, should it become effective, regarding the Executives obligations,
the terms of this Agreement shall govern.  Executive
agrees to keep this Agreement strictly confidential and not to disclose its
contents to anyone except his attorney and/or financial advisor, if any, and
appropriate governmental agencies which require this information or except if
required to respond to a valid subpoena or other legally required process.
Executive may also disclose this Agreement and its contents to his immediate
family. If disclosure is made to any of the foregoing, Executive shall advise
each of the confidentiality requirements of this Agreement. If Executive is
required to respond to a subpoena or other lawful process which calls for: (i)
the disclosure or production of this Agreement, or any contents hereof, he
shall notify GAFMC as soon as practicable by telefaxing or mailing the subpoena
or other lawful process to General Counsel, GAF Materials Corporation, 1361
Alps Road, Wayne, New Jersey 07470, telefax no. (973) 628-3229.  8.No Employer
Assignment. The Employer may not assign this Agreement, except that the
Employers obligations hereunder shall be binding legal obligations of any
successor to all or substantially all of the Employers business by purchase,
merger, consolidation or otherwise.  9.No
Executive Assignment. No interest of the Executive or his spouse or other
beneficiary under this Agreement, nor any right to receive any payment or
distribution hereunder, shall be subject in any manner to sale, transfer,
assignment, pledge, attachment, garnishment or other alienation or encumbrance
of any kind, nor may such interest or right be taken, voluntarily or
involuntarily, for the satisfaction of the obligations or debts of, or other  6 
   claims
against, the Executive or his spouse or other beneficiary, including claims for
alimony, child support, separate maintenance and claims in bankruptcy
proceedings.  10.Waiver.  The Employer and the Executive shall each
have the right to waive any condition of compliance or breach of this Agreement
by the other party. No such waiver, however, shall be effective unless it is in
writing and signed by the party to be charged, nor shall any such waiver be
deemed a waiver of any other condition, breach or other provision of this
Agreement running in favor of that party.  11.Outplacement
Expenses.  The Employer shall pay the
reasonable cost of the Executives out-of-pocket expenses relating to executive
level outplacement services for the Executives pursuit of subsequent
employment during the Severance Period.  12.Arbitration.  The Executive and Employer agree to submit
any controversy claim, or dispute arising from this Agreement, except as set
forth herein, to binding arbitration before one neutral arbitrator with the
American Arbitration Association. Any such arbitration shall be commenced by
filing a demand for arbitration within sixty (60) days after such controversy,
claim, or dispute has arisen. Notwithstanding the foregoing, the Executive and
Employer agree that nothing in this Agreement shall be construed to limit the
Employers right to seek injunctive relief with any court of appropriate
jurisdiction with respect to any breach of the Executives obligation(s) under
Paragraph 7 of this Agreement, or under any agreement(s) regarding
confidentiality, non-competition, and/or non-solicitation.  13.Applicable
Law.  This Agreement shall be construed
and interpreted pursuant to the laws of the State of New Jersey.  14.Entire
Agreement.  This Agreement contains the
entire Agreement between the Employer and the Executive and supersedes any and
all previous agreements, written or oral, among the parties relating to the
subject matter hereof. No amendment or modification of the terms of this
Agreement shall be binding upon the parties hereto unless reduced to writing
and signed by the Employer and the Executive.  15.No
Employment Contract.  Nothing contained
in this Agreement shall be construed to be an employment contract between the
Executive and the Employer. The Executive is employed at will, and the Employer
may terminate his employment at any time, with or without cause.  16.Severability.  In the event any provision of this Agreement
is held to be illegal or invalid, the remaining provisions of this Agreement
shall remain in full force and effect.  17.Successors.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
representatives and successors.  18.Notice.  Notices required under this Agreement shall
be in writing and sent by registered mail, return receipt requested, to the
addresses heretofore provided or to such other address that the party being
notified may subsequently furnish to the others by written notice. Any notice
addressed to the Employer shall be addressed to the attention of the General
Counsel of the Employer.  7 
   19.Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original.  EXECUTIVE
  
  EMPLOYER/s/
  Doug Blackwell
  
  By:
  
  /s/
  WILLIAM W. COLLINSDoug
  Blackell
  
  Name:
  
  WILLIAM
  W. COLLINSIts.
  
  PRESIDENT
  & CEO  8 
   EXHIBIT A  Executive
Incentive Compensation Program Preferred
Stock Option Plan Book
Value Unit Plan  9 
   EXHIBIT B  Capital
Accumulation Plan (401k)  10 
   EXHIBIT C  Life
Insurance Short
Term Disability Long-Term
Disability Flexible
Benefits Program (which includes coverage for group health insurance,
prescription drug, dental, and vision; spouse life insurance, child life
insurance, Health Reimbursement Account, and Dependent Care Reimbursement
Account)  11 
   EXHIBIT D  AGREEMENT REGARDING CONFIDENTIALITY AND
COMPETITION  Management
Professionals (GAFMC)  In
consideration of my employment, an increase in compensation, or such other good
and valuable consideration by GAF Materials Corporation and its subsidiaries
(collectively GAFMC), I agree to the terms contained in this Agreement.  1.Confidential
Information. During the course of my employment, I may have access to a variety
of information, in any form or medium, relating to GAFMCs business and
finances, some of which may be trade secrets, concerning competitive analyses,
product costs, manufacturing costs, pricing information, business forecast
information, sales information, profit information, accounting information, tax
information, financial plans, acquisition and divestiture information and
strategies, business strategies, product improvements and strategies, service
improvements and strategies, marketing improvements and strategies, sales
improvements and strategies, current product applications, current marketing
plans and current sales plans, chemical processes and techniques,
administrative information including management organizational information,
and/or information which has not been made available to the general public by
senior management (all the aforementioned information is collectively referred
to as Confidential Information). I agree never to disclose Confidential
Information except as is reasonably necessary to perform my job at GAFMC. Upon
request or termination of my employment. I agree to return all Confidential
Information.  2.Non-Competition.
GAFMC does not intend to interfere with any former employees employment
opportunities unless there is a conflict with GAFMCs legitimate business
interests. In order to help protect those interests, while employed by GAFMC
and for twelve (12) months (the Restricted Period) after my employment is
terminated (i) by me or (ii) by the Company for cause, I agree not to become engaged,
directly or indirectly, as an employee, consultant or otherwise, for any
Competitive Organization in any management, executive, sales and marketing,
research and development or operations position. I may accept such an
engagement with a Competitive Organization if: (i) it is diversified and has
well-established, pre-existing, separate and distinct divisions, (ii) I am
involved only in that part of the business which is not a Competitive
Organization, and (iii) prior to my accepting such an engagement, in any
capacity, the Competitive Organization provides GAFMC with written assurances,
satisfactory to GAFMC, that I will not, and the Competitive Organization will
not cause me to, render services directly or indirectly in connection with any
Competitive Product. The running of the Restricted Period shall be stopped or
tolled for any period of time following the termination of my GAFMC employment
during which I compete with GAFMC in violation of this paragraph 2.  As
used in this paragraph 2:  (i)for cause
means: (a) the employees repeated failure to follow the instructions or
directions of his supervisors in connection with the performance of his duties
and responsibilities; (b) any fraud, criminal misconduct, breach of fiduciary
duty, dishonesty, gross neglect or willful misconduct by the employee in
connection with the  12 
   performance
of any of his duties and responsibilities; (c) the employees being under the
influence of alcohol or illegal drugs during business hours or while on call;
(d) the commission by the employee of either a felony or a crime of moral
turpitude; or (e) any conflict of interest or other conduct by employee that is
incompatible with continuance of employment by the Company and is not cured by
employee within 14 days of notice by the Company;  (ii)Competitive
Product means: any roofing products, insulation products, roofing accessories,
roofing services, glass strand technology based products, or any product(s) or
service(s) offered by GAFMC at the time my employment relationship terminates
of with which I had substantial involvement at any time during the twenty-four
(24) months immediately preceding my last day of employment by GAFMC; and  (iii)Competitive
Organization means: any person(s) organization(s), or entity(ies) which is/are
engaged in the manufacture of a Competitive Product.  3.Conduct
Regarding GAFMC Employees. For twelve (12) months after termination, I will
not, directly or indirectly, attempt to hire, engage the services of, or employ
in any manner any person who is then a GAFMC executive, management, sales and
marketing, operations, or research and development employee.  4.Inventions,
Techniques, or Processes. Any inventions, techniques, processes, and the like
developed by me during the course of my employment (collectively referred to as
Intellectual Property) are the property of GAFMC, and I assign to GAFMC all
rights to such Intellectual Property, patentable or not, made or conceived by
me while employed by GAFMC. I agree to do all that is necessary to cause all
right and title pertaining to such Intellectual Property to belong exclusively
to GAFMC and to enable GAFMC to maintain copyright, patent, trademark or other
legal protection anywhere in the world.  5.Remedies.
Any breach or threatened breach of this Agreement will irreparably injure
GAFMC, and money damages will not be an adequate remedy. Accordingly, GAFMC may
obtain and enforce, an injunction prohibiting me from violating or threatening
to violate this Agreement. This is not GAFMCs only remedy, it is in addition
to any other remedy available.  6.Choice of
Law and Forum: Submission to Jurisdiction. The construction, interpretation and
performance of this Agreement shall be governed by, and in accordance with the
laws of the State of New Jersey, and any action or proceeding arising from or
related to this Agreement shall be commenced, prosecuted and maintained only in
the State of New Jersey. I hereby consent to the personal jurisdiction of the
state and federal courts located in New Jersey with respect to all actions and
proceedings of the type described in the immediately preceding sentence.  7.Advice. I
have the right to consult an attorney before signing this Agreement.  8.General.
Each of the provisions of this Agreement shall be binding on me after my
employment terminates, regardless of the reason(s) for termination.  13 
   This
Agreement supersedes all prior agreements dealing with any of the subject
matter of this Agreement and can be revoked or modified only by a written
agreement signed by me and GAFMC.  The
provisions of this agreement are severable, and the invalidity or
unenforceability of any provision shall not affect application of any other
provision, When possible, consistent with the purpose of this Agreement, any
invalid provision of this Agreement may be reformed, and as reformed, enforced. GAFMC
may assign its rights under this Agreement.  /s/
  Employee
  
  
  GAFMC
  Date
  
  
  Date  THIS
AGREEMENT IS NOT, AND SHALL NOT BE CONSTRUED TO CREATE A CONTRACT OF
EMPLOYMENT, EXPRESS OR IMPLIED. I REMAIN AN AT-WILL EMPLOYEE. THIS MEANS THAT I
HAVE THE RIGHT TO TERMINATE THE EMPLOYMENT RELATIONSHIP WITH OR WITHOUT CAUSE
OR REASON, AND WITHOUT PRIOR NOTICE OR COMPLIANCE WITH ANY PROCEDURES.
LIKEWISE, GAFMC CAN TERMINATE MY EMPLOYMENT WITH OR WITHOUT CAUSE OR REASON,
AND WITHOUT PRIOR NOTICE OR COMPLIANCE WITH ANY PROCEDURES.  14