Voting Trust Agreement

VOTING TRUST AGREEMENT, dated as of April 13, 1999, by and
among each of the persons designated as a Shareholder on the
signature pages of this Agreement (each a "Shareholder" and
collectively, the "Shareholders") and Granaria Holdings B.V.,
a Dutch corporation, as TRUSTEE (THE "TRUSTEE").
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The Shareholders are respectively owners of shares of the Class A (Voting) Common Stock, par value $0.01 per share (the "Common Stock"), of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company") under the Company's Incentive Stock Plan for Outside Directors (the "Plan").


With a view to the safe and competent management of the Company in the interests of the Shareholders, and as contemplated by the Shareholders' Agreement, dated April 12, 1999 (the "Shareholders' Agreement"), the Shareholders desire to create this Voting Trust.


The Shareholders agree as follows:


1. TRANSFER OF STOCK TO TRUSTEE. Each of the Shareholders assigns and delivers to the Trustee any certificate held by such Shareholder representing shares of Common Stock owned by such Shareholder and shall do all things necessary for the transfer of shares of Common Stock to the Trustee on the books of the Company.


2. TRUSTEE TO HOLD SUBJECT TO AGREEMENT. The Trustee shall hold the said shares of Common Stock so transferred to them for the common benefit of the Shareholders, under the terms and conditions hereinafter set forth.


3. ISSUANCE OF STOCK CERTIFICATES TO TRUSTEE. The Trustee shall surrender to the proper officers of the Company for cancellation of all certificates of Common Stock which shall be assigned and delivered to it as hereinafter provided, and in their stead shall procure a new certificate(s) issued to it as Trustee under this Agreement.


4. VOTING TRUST CERTIFICATES. The Trustee shall issue to each of the Shareholders a Voting Trust Certificate for the number of shares represented by the certificates of Common Stock by such Shareholder transferred to the Trustee. Each such Voting Trust Certificate shall state that it is issued under the Agreement, and shall set forth the nature and proportional amount of the beneficial interest thereunder of the person to whom it is issued, and shall be assignable, subject to the provisions of the Shareholders' Agreement, in the manner of certificates of stock on books to be kept by the Trustee. The Trustee shall keep a list of the shares of the Trust transferred to them, and shall also keep a record of all Voting Trust Certificates issued or transferred on its books, which records shall contain the names of the Voting Trust Certificate holders and the number of shares of Common Stock represented by each such certificate. Such list and record shall be open at all reasonable times to the inspection upon the books of the Trustee by any Voting Trust Certificate holder. 2


The Voting Trust Certificate shall be substantially in the following form:


VOTING TRUST CERTIFICATE


This is to certify that the undersigned Trustee has received a certificate or certificates issued in the name of _______________________, evidencing the ownership of _______ shares of Class A Common Stock of Eagle-Picher Holdings, Inc., a Delaware corporation (the "Company"), and that such shares are held subject to all the terms and conditions of the Voting Trust Agreement, dated as of April 13, 1999, by and between Granaria Holdings B.V., as Trustee, and certain shareholders of the Company. During the term of the voting trust, the Trustee, or its successors, shall, as provided in said agreement, possess and be entitled to exercise the voting power and otherwise represent all of the said shares for all purposes, being agreed that no voting right ...