EXHIBIT 10.3


Non-employee Directors Deferred Compensation
 and Equity Award Plan


The Non-Employee Directors Deferred Compensation and Equity Award Plan
filed as Exhibit 10.1 to the Company’s Report on Form 10-Q for the quarter ended
March 31, 2007 contained an error. 
Section 5(c) of the Plan has been corrected to provide that Restricted
Stock Units awarded to an Eligible Director on his or her initial election to
the Board vest on the grant date, rather than on the first anniversary of the
grant date as indicated in the previously filed Plan.  The corrected Plan is filed as Exhibit 10.3
to this Report on Form 10-Q for the quarter ended June 30, 2007.













APEX SILVER MINES LIMITED


NON-EMPLOYEE DIRECTORS DEFERRED
COMPENSATION

AND EQUITY AWARD PLAN


1.             Purpose.


(a)           Apex Silver Mines Limited (“Apex”) has established this Non-Employee
Directors Deferred Compensation and Equity Award Plan (the “Plan”).


(b)           The purpose of the Plan is to enable
members of the Board of Directors (the “Board”)
who are not Apex Employees (“Eligible
Directors”) to defer receipt of compensation for their services as
Directors of Apex and to enable Apex to provide part or all of the compensation
for the Board service of Eligible Directors by agreeing to issue to such Eligible
Directors Apex’s ordinary shares, par value $0.01 per share (“Shares”).


(c)           This Plan has been established
pursuant to the Apex Silver Mines Limited 2004 Equity Incentive Plan (“Incentive
Plan”), and all rights to acquire Shares and Shares issued pursuant to this
Plan constitute awards granted and shares issued under the Incentive Plan.


2.             Definitions


(a)           “Annual
Fee” means the number of Shares, including fractional Shares, whose
Fair Market Value, determined in accordance with the Plan, is equal to that
portion of the  annual retainer payable
to members of the Board in Shares, as determined from time to time by the Board
or an authorized Committee.


(b)           “Code”
means the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.


(c)           “Committee”
means an existing or newly formed committee of two or more Independent
Directors appointed by the Board.


(d)           “Employee” means any person employed by Apex
or a Subsidiary of Apex.  Service as a
director or payment of a director’s fee by Apex or a Subsidiary of Apex alone
shall not be sufficient to constitute “employment” by Apex or a Subsidiary of
Apex.


(e)           “Fair
Market Value” means, as of any date, the value of the Shares
determined as follows:


(i)            If the Shares are listed on any established share
exchange, or traded on the Nasdaq National Market or the Nasdaq SmallCap
Market, the Fair Market Value of Shares shall be the closing sales price for
such share (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of
trading in Shares if such shares are traded on more than one such exchange or
market) on the last market trading day prior to the day of determination, as
reported by such exchange or market or such other source as the Board
reasonably deems reliable.



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(ii)           In
the absence of such markets for the Shares, the Fair Market Value shall be
determined in good faith by the Board.


(f)            “Independent
Director”  means
(i) a director who satisfies the definition of Independent Director or
similar definition under the applicable share exchange or Nasdaq rules and
regulations upon which the Shares are traded from time to time and (ii) a
director who either (A) is not a current employee of Apex or an “affiliated
corporation” (within the meaning of Treasury Regulations promulgated under
Section 162(m) of the Code), is not a former employee of Apex or an “affiliated
corporation” receiving compensation for prior services (other than benefits
under a tax qualified pension plan), was not an officer of Apex or an “affiliated
corporation” at any time and is not currently receiving direct or indirect
remuneration from Apex or an “affiliated corporation” for services in any
capacity other than as a director or (B) is otherwise considered an “outside
director” for purposes of Section 162(m) of the Code.


(g)           “Initial
Election Fee” means the number of
Shares, including fractional Shares, whose Fair Market Value, determined in
accordance with the Plan, is equal to the initial fee payable to each Eligible
Director on the effective date of initial election to the Board, as determined
from time to time by the Board or an authorized Committee.


(h)           “Plan”
means this Apex Silver Mines Limited Non-Employee Directors’ Deferred Compensation
and Equity Award Plan.


(i)            “Restricted
Stock Unit” means a Share credited to the Award Account or the Fee
Account in accordance with this Plan.


(j)            “Subsidiary”
means with respect to any person, a corporation the majority of whose share
capital with voting power, under ordinary circumstances, to elect directors is,
at the date of determination thereof, directly or indirectly owned by such
person, by a Subsidiary of such person, or by such person and one or more
Subsidiaries of such person.


3.             Administration.


(a)           Administration
by Board.  The Board shall administer the Plan unless
and until the Board delegates administration to a Committee.  The Board may, at any time and for any reason
in its sole discretion, rescind all or any portion of such delegation.


(b)           Powers of Board. 
The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:


(i)            To
construe and interpret the Plan and any agreements issued pursuant to the Plan
and to establish, amend and revoke rules and regulations for their
administration.  The Board, in the
exercise of this power, may correct any defect, omission or inconsistency in
the Plan in a manner and to the extent it shall deem necessary or expedient to
make the Plan fully effective.


(ii)           To
amend the Plan as provided in Sections 12 and 13.



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(iii)          To waive in its sole discretion, at
any time and from time to time, with respect to any one or more annual award or
election award pursuant to Section 5 of the Plan,  the vesting requirement set forth in Section
5(c) of the Plan, and to permit Restricted Stock Units to vest on an earlier
date, including the date of grant.


(iv)        Generally, to exercise such powers and
to perform such acts as the Board deems necessary or expedient to promote the best
interests of Apex which are not in conflict with the provisions of the Plan.


(c)           Delegation
to Committee.  The Board may delegate
administration of the Plan and its powers and duties thereunder to a Committee
or Committees, and the term “Committee”
shall apply to any person or persons to whom such authority has been
delegated.  Upon such delegation, the
Committee shall have the powers theretofore possessed by the Board, including
the power to delegate to a subcommittee any of the administrative powers the
Committee is authorized to exercise (and references in this Plan to the Board
shall thereafter be deemed to include the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board.  In its absolute discretion, the Board may at
any time and from time to time exercise any and all rights and duties of the
Committee under this Plan, except respecting matters under Rule 16b-3 of the
Exchange Act or Section 162(m) of the Code, or any rules or regulations issued
thereunder, which are required to be determined in the sole discretion of the
Committee.


(d)           Effect of Decision of the Board or
a Committee; No Liability.   All determinations, interpretations
and constructions made by the Board or a Committee in good faith shall not be
subject to review by any person and shall be final, binding and conclusive on
all persons.  No member of the Board or a
Committee or any person to whom duties hereunder have been delegated shall be
liable for any action, interpretation or determination made in good faith, and
such persons shall be entitled to full indemnification and reimbursement
consistent with applicable law, in the manner provided in Apex’s Memorandum and
Articles of Association as the same may be amended from time to time, or as
otherwise provided in any agreement between any such member and Apex.


4.             Maintenance
of Records.  Apex shall
maintain two bookkeeping accounts for each Eligible Director, an “Award Account” and a “Fee Account”,  each of which shall be credited in accordance with the terms
of this Plan and the elections of each Eligible Director pursuant to this
Plan.  Such accounts shall be maintained
solely to evidence unfunded obligations of Apex.


5.             Award of
Restricted Stock Units.


(a)           Annual Award.  Each year, on the date of the annual meeting
of Apex shareholders, the Award Account of each Eligible Director (including
newly elected Eligible Directors) shall be credited with such number of
Restricted Stock Units as are equal to the Annual Fee.


(b)           Election Award.  On the date of an Eligible Director’s initial
election to the Board, the Award Account of such Eligible Director shall be
credited with such number of Restricted Stock Units as are equal to the Initial
Election Fee.



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(c)           Vesting. Restricted Stock
Units awarded pursuant to Section 5(a) shall vest on the first anniversary of
the date the Restricted Stock Units were granted. Restricted Stock Units
awarded pursuant to Section 5(b) shall vest on the grant date.


(d)           Voting.  Restricted Stock Units shall have no voting
rights.


6.             Deferral
of Fees.


(a)           Deferral Election.


(i)            Any
Eligible Director may elect to defer receipt of all or any portion of the cash
compensation for services (“Fees”)
to be earned by such Eligible Director by indicating such election to Apex on
an Election Form supplied by Apex  (each
a “Deferral Election”). The
Deferral Election must specify the Fees to be deferred and the period for which
such Fees shall be deferred (each a “Deferral
Period”).  Each Deferral
Election is irrevocable with respect to the Fees to which it applies.


(ii)           Each
Deferral Election must be made no later than the close of the calendar year
prior to the first calendar year in which any services will be performed with
respect to which Fees are deferred under such Deferral Election; provided that,
for the first year in which an Eligible Director becomes eligible to
participate in this Plan, the Eligible Director may make an initial Deferral
Election within 30 days after the date the Eligible Director becomes eligible
to participate in this Plan; and provided further that each Deferral Election
shall apply only to Fees payable with respect to services rendered after the
date of such Deferral Election.


(iii)          A
Deferral Election may be made annually at the Eligible Director’s direction,
and shall continue from calendar year to calendar year unless a written request
to modify or terminate that election for subsequent calendar years is submitted
to Apex on or before December 31 of such year.


(b)           Credit for Amounts Deferred.  The Fee Account will be credited with the
number of Restricted Stock Units as are equal to the number of Shares,
including fractions, that could have been purchased had the amount of the Fees
accrued and deferred been used to purchase Shares on the date on which such
Fees would have been earned had they not been deferred, at a price equal to
Fair Market Value on such date. 
Restricted Stock Units awarded pursuant to this Section 6 shall vest
immediately.


7.             Dividends,
Distributions and Adjustments.


(a)           Whenever a cash dividend or any other
distribution is paid with respect to Shares, the Award Account and Fee Account,
as applicable, of each Eligible Director shall be credited with an additional
number of Restricted Stock Units equal to the number of Shares that could have
been purchased had such dividend or other distribution been paid on each
Restricted Stock Unit in the Award Account and Fee Account, as applicable (on
the record date for such dividend or distribution) and the amount of such
dividend or value of such other distribution been used to acquire additional
Shares at the Fair Market Value on the date such dividend or other distribution
is paid. The value of any such other distribution on or related to Shares
shall, at 



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the option of the Board
(or an authorized Committee of the Board), be either determined by the Board or
independently established.


(b)           The number of Restricted Stock Units
shall be fully adjusted upon the occurrence of any stock split, stock dividend,
combination or reclassification, recapitalization, merger or similar event, and
shall be appropriately adjusted for the value (determined in the manner
provided above with respect to distributions) of any right, privilege or
opportunity provided or offered by Apex to holders of Shares.


8.             Delivery
of Shares


(a)           Within thirty (30) days following the
date on which the Eligible Director ceases to be a member of the Board, a
number of Shares equal to the number of vested Restricted Stock Units in such
Eligible Director’s Award Account and Fee Account shall be delivered to such
Eligible Director, and all unvested Restricted Stock Units shall terminate.


(b)           In the event of an Eligible Director’s
death, such Eligible Director’s estate or beneficiary, as appropriate, shall be
paid an amount equal to the Fair Market Value on the date of death of a number
of Shares equal to the number of the vested and unvested Restricted Stock Units
credited to his or her Award Account and Fee Account.


(c)           In the event that an Eligible
Director incurs an Unforeseeable Emergency, the Board may direct the immediate lump
sum transfer to the Eligible Director of vested amounts (in Shares or in cash
equal to the Fair Market Value of Shares) that the Board determines to be
necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay
taxes reasonably anticipated as a result of the distribution, after taking into
account the extent to which such Unforeseeable Emergency is or may be relieved
through reimbursement or compensation by insurance or otherwise or by
liquidation of the Eligible Director’s assets (to the extent the liquidation of
such assets would not itself cause severe financial hardship).  The preceding sentence shall be construed and
administered in accordance with the requirements of Section 409A(a)(2)(B)(ii)
of the Code.  If a Eligible Director has
suffered an Unforeseeable Emergency, the Board may, in its sole discretion,
authorize the cessation of deferrals by such Eligible Director under the
Plan.  “Unforeseeable
Emergency” shall mean a severe financial hardship to an Eligible
Director resulting from an illness or accident of the Eligible Director, the
Eligible Director’s spouse, or a dependent (as defined in Section 152(a) of the
Code) of the Eligible Director, loss of the Eligible Director’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Eligible Director.  This definition shall be construed and
administered in accordance with the requirements of Code Section
409A(a)(2)(B)(ii).


(e)           Distributions of fractional
Restricted Stock Units shall be made in cash.


9.             Alienability. No amount due
or payable under the Plan or any interest in the Plan, shall be subject in any
manner to alienation, sale, transfer, assignment, pledge, attachment,
garnishment, lien, levy or like encumbrance. No such amount shall in any manner
be liable for or subject to the debts or liability of any Eligible Director.
Prior to delivery of Shares by Apex pursuant to Section 9, no Eligible Director
shall have any right to transfer or assign any Share, or 



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any
right to receive any Share, credited to him or her under this Plan. Any
purported assignment shall be null and void.


10.          Eligible Director’s Rights Unsecured. The
right of an Eligible Director to receive any cash payment or Shares hereunder
shall rank as an unsecured claim against Apex and shall be subject to the
claims of general creditors in the event of the bankruptcy or insolvency of
Apex.  Assets that may be set aside for
Apex’s convenience with respect to the Plan, and bookkeeping accounts
maintained pursuant to the Plan, shall not in any way be construed as assets
held in trust for, or be subject to any prior claim by, an Eligible Director or
beneficiary.


11.          Effective Date. The Plan
shall become effective on March 14, 2007.


12.          Section
409A.  Apex intends that payments
and benefits payable under the Plan not be subject to the additional tax
imposed pursuant to Section 409A of the Code, and the Plan shall be construed
in accordance with such intent.  To the
extent such payments or benefits could become subject to such Section, Apex
shall cooperate with the Eligible Directors to amend the Plan with the goal of
providing to the Eligible Directors the economic benefits described in the Plan
in a manner that does not result in such tax being imposed. If an
Eligible Director is a specified employee of the Company within the meaning of
Code Section 409A(a)(2)(B)(i), then when the Eligible Director ceases to be a
member of the Board, Share issuance and cash payments hereunder shall be
deferred for the minimum amount of time (if any) necessary to avoid the
imposition of additional taxes upon the Eligible Director with respect thereto
under Code Section 409A.


13.          Amendment and Termination.  The Board or any authorized
Committee of the Board may at any time terminate, and may at any time and from
time to time and in any respect amend, the Plan for any reason; provided
that the Plan may not be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income Security Act
of 1974, or the rules and regulations thereunder.



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