EAGLE PICHER INDUSTRIES INC
EX-10.55
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<TYPE>EX-10.55
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<FILENAME>l93797aex10-55.txt
<DESCRIPTION>EX-10.55
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                                                                   Exhibit 10.55


             EAGLE-PICHER INDUSTRIES, INC. OFFICERS' SEVERANCE PLAN
                   (MARCH 27, 2002/MARCH 31, 2003 RESTATEMENT)


         WHEREAS, the Eagle-Picher Industries, Inc. Officer's Severance Plan
(the "Plan") was established for certain eligible employees of Eagle-Picher
Industries, Inc. (the "Company") and its affiliates effective as May 13, 1991;
and

         WHEREAS, the Company, through an employee letter issued by its
Chairman, Andries Ruijssenaars, on February 4, 2000, imposed a one-year advance
participant notice requirement upon the Amendment of the Plan; and

         WHEREAS, the Company desires to provide certain covered employees with
additional benefits and to amend the Plan in certain respects;

         NOW, THEREFORE, the Plan is hereby amended and restated as hereinafter
set forth, effective as of March 31, 2003, but effective as of March 27, 2002,
with respect to covered employees who execute a waiver of the one-year advance
participant notice requirement and individuals who become Eligible Employees on
or after said date.

                                    ARTICLE I
DEFINITIONS

1.1      DEFINITIONS. Whenever used in the Plan, the following terms shall mean:

         (a)      The term "ADMINISTRATOR" shall mean the Company's Senior Vice
                  President - Human Resources, or his designee. The
                  Administrator shall be a named fiduciary under the Plan.

         (b)      The term "BASE PAY" shall mean the participant's base annual
                  pay rate at the date of his termination of employment.

         (c)      The term "CINCINNATI OFFICE CLOSING" shall mean the closing of
                  the Cincinnati, Ohio Headquarters Office on or after March 27,
                  2002.

         (d)      The term "COMPANY" shall mean Eagle-Picher Industries, Inc.,
                  or any successor thereto.

         (e)      The term "ELIGIBLE EMPLOYEES" shall mean Officers of the
                  Company.

         (f)      The term "OFFICERS" shall mean elected officers of the Company

         (g)      The term "PARTICIPANT" shall mean an Eligible Employee who
                  participates in the Plan pursuant to the provisions of Article
                  II.


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         (h)      The term "SERVICE" shall mean Vesting Service as defined in
                  the Eagle-Picher Retirement Income Plan for Salaried
                  Employees.

         (i)      The term "WEEK'S PAY" shall mean a Participant's Base Pay
                  divided by 52.

1.2      GENDER REFERENCE. Any words in this Plan document (or amendments to it)
         which are used in one gender shall be read and construed to mean or
         include the other gender wherever they would so apply.

                                   ARTICLE II
                                  PARTICIPATION

2.1      ELIGIBILITY. Each Eligible Employee who is not already a Participant in
         the Plan shall become a Participant in the Plan upon completion of
         three months of Service. The Chief Executive Officer of the Company
         may, in his discretion, waive such service requirement by providing a
         written notice of such waiver to the affected Eligible Employee and the
         Administrator.

2.2      RELEASE. Notwithstanding any other provision of the Plan to the
         contrary, all Plan benefits, including the Base Severance Benefit, the
         Supplemental Severance Benefit, and the Group Medical and Insurance
         Benefits set forth in Article III, otherwise payable to an eligible
         Participant, shall be conditioned upon the execution by such
         Participant of a full and complete release in a form approved by, or
         acceptable to, the Company. A form of such an approved release is
         attached as Exhibit A. Exhibit A may be amended by the Company from
         time to time.

                                   ARTICLE III
                                    BENEFITS

3.1      SEVERANCE BENEFIT. Subject to the provisions of Section 2.2,
         Participants who are terminated by the Company or an Affiliate for
         reasons other than for cause shall receive a Base Severance Benefit, a
         Supplemental Severance Benefit and Group Medical and Insurance Benefits
         as described herein.

3.2      BASE SEVERANCE BENEFIT. The Base Severance Benefit shall provide one
         Week's Pay for each completed year of Service and, for any partial year
         of Service, one-twelfth Week's Pay for each completed month of Service.
         Payments shall be reduced dollar for dollar by compensation earned for
         services rendered by a Participant for a subsequent employer during the
         period Base Severance Benefits are being paid. The minimum Base
         Severance Benefit shall be two Week's Pay. Notwithstanding the
         foregoing, in the event that a Participant is terminated due to the
         Cincinnati Office Closing AND such Participant executes the Waiver and
         Release attached hereto as Exhibit B, the Base Severance Benefit of
         such participant shall be equal to 110 percent of one Week's Pay for
         each completed year of Service plus 110 percent of one-twelfth Week's
         Pay for each completed month of

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         Service. There shall be no reduction of such amount for compensation
         earned for services rendered by a participant for a subsequent
         employer.

3.3      SUPPLEMENTAL SEVERANCE BENEFIT. The Supplemental Severance Benefit will
         provide one year's Base Pay. The Supplemental Severance Benefit shall
         be paid in a lump sum on termination of employment. Notwithstanding the
         foregoing, in the event that a Participant is terminated due to the
         Cincinnati Office Closing AND such Participant executes the Waiver and
         Release attached hereto as Exhibit B, the Supplemental Severance
         Benefit of such Participant shall equal 110 percent of the one year's
         Base Pay.

3.4      GROUP MEDICAL AND LIFE INSURANCE BENEFITS. The Group Medical and Life
         Insurance Benefits shall provide continued participation in the medical
         indemnity benefits, self-funded medical benefits, health maintenance
         organizations, and group term life insurance benefits (including the
         additional group term life insurance available at employee cost) as if
         the Participant were an active employee of the Company or an Affiliate.
         These benefits shall continue for one week for each year of Service
         unless similar coverage is obtained from a subsequent employer. Any
         period for which medical benefits are provided hereunder shall reduce
         the period for which COBRA benefits are available. These benefits shall
         continue under the Participant's election in force when his severance
         occurs, subject to any new election that would be available to him as
         an active employee. If the HMO or medical indemnity provider refuses to
         continue coverage for the Participant, the Participant shall receive
         coverage under the self-funded medical benefit program available to
         employees at his location.

3.5      VACATION PAY. Any existing practices of the Company or Affiliates with
         respect to payment for unused vacation time at termination of
         employment shall not be affected by the Plan.

3.6      DEATH OF PARTICIPANT. No benefits shall be payable upon the death of a
         Participant except for any payment which may have been due prior to his
         date of death.

3.7      REPAYMENT OF BENEFITS. In the event that a Plan participant revokes a
         release upon which Plan benefits are conditioned as set forth in
         Articles 3 and 4, such participant shall repay to the Company
         immediately any Plan benefits that he received under the Plan and he
         shall no longer be eligible for any Plan benefits.

                                   ARTICLE IV
                                 ADMINISTRATION

4.1      POWERS AND DUTIES. The Administrator shall have the power and the duty
         to take all action, and to make all decisions necessary or proper to
         carry out the Plan, including, without limitation, the following:

         (a)      To interpret the Plan, which interpretations shall be final
                  and conclusive;

         (b)      To compute the benefit to be paid to any person under the
                  Plan;

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         (c)      To provide procedures for withholding of any income or
                  employment taxes from benefits payable hereunder.

4.2      CLAIMS PROCEDURE.

         (a)      CLAIM, DENIAL AND NOTICE: Any Participant who disagrees with
                  the Administrator's determination of his right to benefits or
                  the amount of the benefits shall file a written claim for the
                  benefits he believes he is entitled to. If the Administrator
                  denies the claim, in whole or in part, he shall furnish the
                  Participant with written notice of the denial of his claim
                  within sixty (60) days of receipt of the claim. Such notice
                  shall be written in a manner calculated to be understood by
                  the Participant and shall contain the specific reasons for
                  such denial, specific references to pertinent Plan provisions
                  on which the denial is based, a description of additional
                  material or information which is needed to complete the claim
                  and why such is necessary, and an explanation of the Plan's
                  appeal procedure.

         (b)      APPEAL: Within sixty (60) days after the receipt of a notice
                  that his claim was denied, a Participant may appeal the denial
                  of his claim to the Administrator in writing stating the
                  reason for his appeal and submitting any issues or comments
                  for the Administrator's review.

         (c)      DECISION ON APPEAL: Within sixty (60) days of receipt of an
                  appeal, the Administrator shall mail to a Participant a
                  written notice of his decision setting forth, in a manner
                  calculated to be understood by the Participant, the specific
                  reasons for his decision and the specific references to the
                  pertinent Plan provisions on which his decision was based.

4.3      INDEMNITY FOR LIABILITY. The Company shall indemnify the Administrator
         against any and all claims, losses, damages, expenses, including
         counsel fees, incurred by the Administrator and any liability,
         including any amounts paid in settlement with the Company's approval,
         arising from the Administrator's action or failure to act, except when
         the same is judicially determined to be attributable to the gross
         negligence or willful misconduct of the Administrator.

                                    ARTICLE V
                                  MISCELLANEOUS

5.1      PLAN YEAR. The plan year shall be the calendar year.

5.2      COMPANY ADMINISTRATION. The Plan shall be administered by the Company.

5.3      AUTHORITY OF THE COMPANY. The Company shall have the absolute authority
         and discretion to construe the terms of the Plan, including the
         authority to determine the amount and eligibility for benefits. Any
         action which is authorized, permitted or required under the terms of
         the Plan shall be final and binding upon all interested

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         persons. A decision of the Company shall be reversed only if it is
         demonstrated by clear and convincing evidence to be arbitrary and
         capricious.

5.4      RIGHT TO AMEND AND TERMINATE. The Company expressly reserves the right,
         at any time and from time to time, without the consent of Participants:
         (i) to terminate the Plan, (ii) to terminate the participation of any
         Participant in the Plan, (iii) to amend the Plan in any respect; or
         (iv) to provide benefits otherwise payable under the Plan, in whole or
         in part, under any other plan or program, qualified or non-qualified,
         maintained by the Company, an Affiliate, or a successor thereto.

5.5      PAYMENT OF CERTAIN BENEFITS DESPITE PLAN AMENDMENT OR TERMINATION. If a
         Participant's Plan benefit is in pay status prior to a Plan amendment
         or Plan termination date, such Participant shall be entitled to receive
         such payments as are necessary to provide him with his Plan benefit in
         full, notwithstanding the amendment or termination of the Plan;
         provided, however, that such payments may be made, in whole or in part,
         under any other plan or program, qualified or non-qualified, maintained
         by the Company, an Affiliate, or a successor thereto.

5.6      NO COMMITMENT AS TO EMPLOYMENT. Neither the adoption nor the
         maintenance of the Plan shall be deemed to constitute a contract
         between the Company and any employee. Nothing in the Plan shall affect
         the right of the Company or an Affiliate to discharge or otherwise
         discipline employees. The Plan does not create in any employee a right
         to employment or continued employment with the Company or an Affiliate.

5.7      NON-ALIENATION. No provision of the Plan shall be construed as giving
         any rights under the Plan to any third party, and no rights or benefits
         hereunder shall be subject to the debts or liabilities of any
         Participant or person or entity claiming through a Participant. No
         Participant or person or entity claiming through a Participant may
         alienate, transfer, assign, or pledge any right or benefit under the
         Plan.

5.8      GOVERNING LAW. Except as otherwise provided, the provisions of the Plan
         shall be construed and enforced in accordance with the laws of the
         State of Ohio.


EXECUTED this _____ day of __________________________, 2002.

                                               EAGLE-PICHER INDUSTRIES, INC.



                                               By:
                                                    ---------------------------
                                                       Title:

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