E-P LOGO] September 12, 1997 Mr. Carroll D. Curless 2117 Beechcreek Lane Cincinnati, Ohio 45233 Dear Bud: This letter confirms our agreement to amend your entitlement to a Sale Incentive Bonus as originally set forth in our letter agreement dated...

                                   [E-P LOGO]




                                       September 12, 1997




Xx. Xxxxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxx 00000

Dear Xxx:

        This letter confirms our agreement to amend your entitlement to a Sale
Incentive Bonus as originally set forth in our letter agreement dated August 5,
1997 (the "Prior Agreement"). The second and third bullet points in paragraph 2
of the Prior Agreement are hereby amended to read in their entirety as follows:

          $360,000 if the Present Value After-Tax Proceeds are $650 million
          ("Target Performance"); and

          $720,000 if the Present Value After-Tax Proceeds are $750 million
          ("Stretch Performance").

All other terms and provisions of the Prior Agreement remain the same.

        Please acknowledge your agreement with the terms of this letter by
signing your name in the space provided below and returning a copy of this
letter to Xxx Xxxxx.


                                       Sincerely yours,

                                       Eagle-Picher Industries, Inc.



                                           /s/ XXXXXX X. XXXXXXX, XX.
                                       _________________________________________
                                       By: Xxxxxx X. Xxxxxxx, Xx.
                                           Chairman of the Compensation
                                           Committee


Acknowledged and Agreed




/s/ XXXXXXX X. XXXXXXX
__________________________________
Xxxxxxx X. Xxxxxxx





Eagle-Picher Industries, Inc. P.O. Box 779 Cincinnati, Ohio 00000 (000) 000-0000