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                                                                   EXHIBIT 10.31

                           SECOND AMENDED AND RESTATED
                             INCENTIVE STOCK PLAN OF
                          EAGLE-PICHER INDUSTRIES, INC.


         Section 1. Purpose. The Plan is intended to further the attainment of
the profit and growth objectives of Eagle-Picher Industries, Inc. (the
"Company") by providing incentive to those key executives whose management and
individual performance have a direct impact on achieving those objectives. The
Plan also is expected to encourage the continued employment of the Company's key
executives and to facilitate the recruiting of executive personnel in the
future. The Plan is not intended to be an "employee pension benefit plan" within
the meaning of Section 3 of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA").

         Section 2. Definitions. As used herein, the following terms shall have
the following meanings:

         (a) "Affiliate" means any entity if, (i) the Company, directly or
indirectly, owns at least 50% of the combined voting power of all classes of
stock of such entity or at least 50% of the ownership interests in such entity,
(ii) such entity, directly or indirectly, owns at least 50% of the combined
voting power of all classes of stock of the Company, or (iii) such entity is at
least 50% owned (directly or indirectly) by one or more entities described in
(i) or (ii) above.

         (b) "Agreed Share Price" means a U.S. Dollar cash price per share of
Restricted Stock equal to the quotient of (A the excess of (1) the sum of 6.54
times EBITDA for the Company's and the Company's Subsidiaries most recently
ended fiscal year prior to the closing of a purchase and sale plus cash and cash
equivalents of the Company and the Company's Subsidiaries (but only to the
extent the total of such cash and cash equivalents exceeds $15 million) over (2)
the principal amount of outstanding debt of the Parent and its Subsidiaries
owing to banks, or owing with respect to securities issued by the Parent or by
any Subsidiary of the Parent and the aggregate liquidation preference of all
outstanding preferred stock issued by the Parent, in each case as of the
Company's and the Company's Subsidiaries most recently ended fiscal year prior
to the closing of a purchase and sale (or as of February 25, 1998 for fiscal
year 1998), divided by (B) the total number of outstanding shares of all classes
of common stock of Eagle-Picher Holdings, Inc., a Delaware corporation. The
calculation of Agreed Share Price shall be as of the Company's and the Company's
Subsidiaries' most recently ended fiscal year.

         (c) "Award Date" of Units is the date the Committee resolves in writing
to award the Units to a Participant.

         (d) "Beneficiary" means the person, persons, trust or trusts which have
been designated by a Participant in his or her most recent written beneficiary
designation filed with the Committee to receive the Participant's rights under
the Plan upon the Participant's death, or, if there is no such designation or no
such designated person survives the Participant, then the person, persons, trust
or trusts entitled by will or applicable law to receive such rights or, if no
such person has such right then the Participant's executor or administrator.

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         (e) "Change of Control Date" shall mean the date as of which (i) any
person who as of February 25, 1998 does not beneficially own, directly or
indirectly, voting stock of the Company shall acquire (including by purchase or
merger) direct or indirect beneficial ownership of more than 50% of the voting
stock of the Company (or any successor of the Company) or (ii) substantially all
of the assets of the Company are sold, disposed of or liquidated.

         (f) "Committee" shall mean the committee described in Section 3.

         (g) "Company" shall mean Eagle-Picher Industries, Inc., or any
successor corporation.

         (h) "EBITDA" (except to the extent modified according to Section 3(c)
if applicable) shall have the meaning such term has in the Credit Agreement
among E-P Acquisition, Inc., various lenders, and ABN AMRO Bank N.V. as Agent,
dated February 19, 1998.

         (i) "Incapacitated" shall mean permanently and totally disabled within
the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended.

         (j) "Issuer" shall mean Granaria Industries B.V., a Dutch corporation.

         (k) "Parent" shall mean Eagle-Picher Holdings, Inc.

         (l) "Participant" shall mean any person who holds Units and/or
Restricted Stock under the Plan or the Incentive Stock Plan of the Company.

         (m) "Plan" shall mean this Second Amended and Restated Incentive Stock
Plan in its entirety, including any amendments, rules and regulations adopted
pursuant hereto.

         (n) "Restricted Stock" means non-voting certificates of beneficial
ownership in a voting trust established under Delaware law for the purpose of
holding shares of Class A common stock of the Parent. A share of Restricted
Stock is an amount of Restricted Stock that represents a beneficial ownership
interest in the voting trust corresponding to one share of Class A common stock
of the Parent.

         (o) "Subsidiary" of any person shall mean any entity in which the
person owns, directly or indirectly, at least 50% of the combined voting power
of all classes of stock in such entity or at least 50% of the ownership
interests in such entity.

         (p) "Trust" shall mean the Eagle-Picher Management Trust established
under a trust agreement dated February 17, 1998, with Thomas E. Petry, Joel P.
Wyler and Andries Ruijssenaars as Trustees.

         (q) "Unit" shall mean a unit representing the right, subject to the
provisions of the Plan, to receive from the Trust one share of Restricted Stock,
which right has been awarded to a Participant by the Committee pursuant to the
Plan.

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         Section 3.  Administration.

         (a) The Committee shall be composed of three individuals each of whom
shall continue to serve until he resigns, dies or is Incapacitated. Initially,
the members of the Committee shall be Thomas E. Petry, Joel P. Wyler and Andries
Ruijssenaars, each of whom shall continue to serve until he resigns, dies or is
Incapacitated. In the event that either Mr. Petry or Mr. Ruijssenaars shall
resign, die or be Incapacitated, the remaining members of the Committee shall
appoint his successor. In the event that Mr. Wyler shall resign, die, or be
Incapacitated, his successor shall be appointed by the Issuer.

         (b) The Plan shall be administered by and in the sole discretion of the
Committee which, by vote of a majority of the members, but only if Mr. Wyler (or
his successor appointed by the Issuer) is included in the majority, may
establish such rules and regulations as it deems necessary, make amendments
consistent with Section 11(d), make adjustments in the calculation of EBITDA
pursuant to Section 3(c), appoint successor Trustees (except as provided in the
last sentence of paragraph (a)), interpret the Plan and otherwise make all
determinations and take such action in connection with the Plan as it deems
appropriate. It is intended that the total number of Units awarded under the
Plan shall be not less than 100,000; no member of the Committee shall exercise
his power to vote against the awarding of Units for the sole purpose of
preventing the eventual award of a total of 100,000 Units.

         (c) From time to time, the Committee in its sole discretion may make
adjustments in the Company's consolidated earnings derived from operations
before interest, taxes, depreciation and amortization determined in accordance
with GAAP for purposes of calculating EDITDA so that changes in accounting
principles; extraordinary or unusual charges or credits; acquisitions, mergers,
consolidations, and other corporate transactions; and other elements or factors
influencing calculation of EBITDA do not distort or affect the operation of the
Plan in a manner inconsistent with the achievement of its purposes.

         (d) The decisions of the Committee shall be final, conclusive, and
binding upon all parties. In administering the Plan, the Committee may employ
accountants and counsel (who may be the independent auditors and outside counsel
for the Company or Issuer) and other persons to assist or render advice to it,
all at the expense of the Company or Issuer

         Section 4.  Eligibility.

         (a) The Committee shall designate those persons who shall be
Participants and shall award Units to each Participant. Upon designating a
Participant, the Committee shall classify the Participant for purposes of the
Plan as either a Senior Officer or as a Senior Manager.

         (b) The Committee shall record the designation and classification of a
Participant and the award of Units, in writing and shall notify the affected
Participant of such designation and award in writing. The Committee may at any
time increase the number of Units awarded to a Participant.

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         Section 5. Vesting. One half of a Senior Officer's Units will vest on
each of the 30th day after the Award Date of the Units and October 15, 1998. One
fourth of a Senior Manager's Units will vest on the 30th day after the Award
Date, and three fourths of a Senior Manager's Units will vest on October 15,
1998. In the event that a Participant ceases to be an employee of the Company
and any Affiliate for any reason other than by reason of death or being
Incapacitated, any of the Participant's Units that have not yet vested as of the
date of such termination of his employment shall be forfeited and immediately
transferred to Granaria Holdings B.V. By written notice to the Participant at
the time he is notified of the award, the Committee may determine to apply a
different vesting schedule to the Units awarded. The Units of a Participant who
dies or is Incapacitated while employed by the Company or any Affiliate shall be
immediately 100% vested as of the date of death or incapacity. The Units of a
Participant who is employed by the Company or any Affiliate on any Change of
Control Date shall be immediately 100% vested as of the Change of Control Date.
At any time, the Committee may accelerate the vesting schedule applicable to a
particular Participant by notifying the Participant in writing. In the event
that a Participant is awarded Units after the Effective Date, the Committee, in
its sole discretion, shall determine the dates on which such Units shall vest.

         Section 6. The Trust. The Issuer has established the Trust for the
benefit of the Participants. Following adoption of this Plan by the Board of
Directors of the Company, the Company transferred to the Trust not less than $10
million to fund the Trust's purchase of Class B shares from the Issuer and the
Trust's expenses related to such purchase. Such Class B shares were subsequently
exchanged for shares of Class A common stock of the Parent.

         Section 7. Payout of Units. Upon the earlier of the date as of which a
Participant has become 100% vested in all his awarded Units or the date as of
which the Participant forfeited Units pursuant to Section 5, the Trustees shall
transfer to the Participant or, if the Participant has died, to his Beneficiary,
a number of shares of Restricted Stock equal to the number of the Participant's
Units that have vested. The right of a Participant to receive Restricted Stock
pursuant to the preceding sentence shall be conditioned on the Participant's
execution of the Shareholders' Agreement attached hereto as Exhibit A and the
Voting Trust Agreement attached hereto as Exhibit B.

         Section 8.  Dividends.

         (a) In the event that the Trust receives a dividend paid with respect
to Restricted Stock, the Trustees shall pay to each Participant an amount that
bears the same ratio to the aggregate dividend received by the Trust that the
number of vested Units awarded to the Participant bears to the total number of
shares of Restricted Stock held by the Trust on which dividends were paid.

         (b) At the time the Trustees transfer Restricted Stock to a Participant
or Beneficiary, the Trustees shall also transfer to the Participant or
Beneficiary cash equal to the aggregate amount of dividends received by the
Trust on such an amount of Restricted Stock less the amount of dividends
previously distributed to the Participant and his Beneficiary pursuant to
paragraph (a).

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         Section 9.  Designation of Beneficiaries.

         (a) Each Participant shall file with the Committee a written
designation of one or more persons as the Beneficiary who shall be entitled to
receive the amount, if any, payable under the Plan upon his death. A Participant
may, from time to time, revoke or change his Beneficiary designation without the
consent of any prior Beneficiary by filing a new designation with the Committee.
The last such designation received by the Committee shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall
be effective unless received by the Committee prior to the Participant's death,
and in no event shall it be effective as of a date prior to such receipt.

         (b) If the Committee is in doubt as to the right of any person to
receive such amount, the Committee may retain such amount, without liability for
any interest thereon, until the rights thereon are determined, or the Committee
may pay such amount into any court of appropriate jurisdiction and such payment
shall be a complete discharge of the liability of the Plan, the Company, the
Issuer, the Trustees and the Committee therefor.

         Section 10. Tax Reimbursement. At the time any Units awarded to a
Participant become vested, the Company or any Subsidiary shall reimburse the
Participant (in the amount required in the judgment of professional tax advisors
to the Committee) to equal the aggregate income tax liability of the Participant
with respect to the sum of the fair market value of newly vested Units and the
amount of such reimbursement. In their discretion, the Committee or its
professional tax advisors may consult with the Participant or the Participant's
tax advisor. The Company shall indemnify a Participant for any income taxes
imposed on the Participant with respect to the vesting of Units, any exchange of
shares of the Issuer for Restricted Stock and any payment under this Section 10
(including an indemnity payment pursuant to this sentence). The Company shall
make no reimbursement pursuant to this Section 10 either (i) in respect of any
income tax liability resulting from a Participant's election under Section 83(b)
of the Internal Revenue Code of 1986, as amended, or (ii) for taxes resulting
from the Participant's transfer of Units or an interest in Restricted Stock to
any person.

         Section 11.  Miscellaneous.

         (a) The Plan, the awarding of Units thereunder, the issuance and
delivery of shares of Restricted Stock with respect to Units and the other
obligations of the Company, the Trustees and the Issuer under the Plan, shall be
subject to all applicable federal, state, and Dutch laws, rules and regulations,
and to such approvals by any regulatory or governmental agency as may be
required. The Trustees, in their discretion, may postpone the issuance and
delivery of shares of Restricted Stock with respect to Units until completion of
such stock exchange listing or registration or qualification of such stock or
securities or other required action under any state, federal or Dutch law, rule
or regulation as the Trustees may consider appropriate, and may require any
Participant or Beneficiary to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or
delivery of stock or securities in compliance with applicable laws, rules and
regulations.

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         (b) Nothing in the Plan shall confer upon any Participant the right to
continue in the employ of, or to continue as a director of the Company, or any
Affiliate, as the case may be, or to be entitled to any remuneration or benefits
not set forth in the Plan or to interfere with or limit in any way the right of
the Company or any Affiliate to terminate such Participant's employment or
directorship.

         (c) The Company or any Affiliate and the Trustees are authorized to
withhold from any payment of cash or issuance of shares of Restricted Stock with
respect to Units under the Plan, amounts of withholding and other taxes due in
connection with any transaction under the Plan, and to take such other action as
the Committee may deem advisable to enable the Company and a Participant to
satisfy obligations for the payment of withholding taxes and other tax
obligations relating to any Unit or shares of Restricted Stock. This authority
shall include authority to withhold or receive shares of Restricted Stock or
other securities or other property and to make cash payments in respect thereof
in satisfaction of a Participant's tax obligations.

         (d) The Committee may at any time and from time to time alter, amend,
suspend, or terminate the Plan in whole or in part. Notwithstanding the
foregoing, no amendment shall affect adversely any of the rights of any
Participant without such Participant's consent.

         (e) Except as provided in Section 4, no person shall have any claim to
Units under the Plan. Except as provided specifically herein, Participants shall
have no rights as a stockholder with respect to any shares of Restricted Stock
until the date of the issuance of certificates to such Participants for such
shares of Restricted Stock. The Plan is for the benefit of the Participants and
their Beneficiaries and not for the benefit of any other person.

         (f) No interest in the Trust or the Units shall be subject in any
manner to anticipation, alienation, pledge, transfer, or assignment, except by
will or by the laws of descent and distribution or with the written consent of
the Trustees and the Committee and any attempt to so anticipate, alienate,
pledge, transfer, or assign shall be void and the interest of the Participant
shall be forfeited.

         (g) Neither the granting of, nor any payout of Restricted Stock with
respect to, any award of Units under the Plan shall limit a Participant's right
to receive, or to be eligible for, any other compensation or benefits from the
Company.

         (h) Awards and payouts of Units will not be considered as compensation
for the purpose of computing employee contributions or benefits under the
Company's retirement, pension, thrift, group life insurance or other employee
benefit plan.

         (i) In the event that a Participant violates the terms of any covenant
regarding confidentiality, return of property, soliciting customer accounts,
doing business with customers, non-competition, or soliciting or hiring of
employees of the Company or its Affiliates that is contained in any written
employment agreement as in effect at the time of such violation, then any rights
of the Participant under the Plan shall immediately terminate, any Units of the
Participant, whether or not vested, shall be cancelled, and the Participant
shall return to the Company any cash, Restricted Stock or property received by
him under the Plan. The Committee may waive 



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the provisions of this paragraph (i) if it determines in its sole discretion
that such action is in the best interests of the Company.

         (j) The Company or any Affiliate shall have the right to set off any
amounts owed by a Participant to the Company or any Affiliate against any amount
payable by the Company or any Affiliate to the Participant, including, without
limitation, salary, benefits or other amounts.

         (k) Any payment by the Company that is to be made in cash shall be from
the general funds of the Company. No special or separate fund shall be
established or other segregation of assets made to assure any cash payment by
the Company under the Plan.

         (l) No Participant or other person shall have under any circumstances
any interest whatever in any particular property or assets of the Company.

         (m) This Plan and all determinations made and actions taken pursuant
hereto shall be governed by the laws of the State of Ohio without giving effect
to the conflicts of law principles thereof.

         (n) This Plan amends and restates the Amended and Restated Incentive
Stock Plan of the Company in its entirety.

         Section 12. Effective Date. This Plan shall be effective as of November
15, 1998 and shall amend and restate the Amended and Restated Incentive Stock
Plan of Eagle-Picher Industries, Inc. in its entirety.

                                 END OF DOCUMENT

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