**EXHIBIT 10.1**

**APEX SILVER MINES LIMITED**

**NON-EMPLOYEE DIRECTORS DEFERREDCOMPENSATION****AND EQUITY AWARD PLAN**

**1.             Purpose.**

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

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

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

**2.             Definitions**

(a)           “**AnnualFee**” means the number of Shares, including fractional Shares, whoseFair Market Value, determined in accordance with the Plan, is equal to thatportion of the  annual retainer payableto members of the Board in Shares, as determined from time to time by the Boardor an authorized Committee.

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

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

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

(e)           “**FairMarket Value**” means, as of any date, the value of the Sharesdetermined as follows:

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

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

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

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

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

(i)            “**RestrictedStock Unit**” means a Share credited to the Award Account or the FeeAccount in accordance with this Plan.

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

**3.             Administration.**

(a)           Administrationby Board**.**  The Board shall administer the Plan unlessand until the Board delegates administration to a Committee.  The Board may, at any time and for any reasonin 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 limitationsof, the express provisions of the Plan:

(i)            Toconstrue and interpret the Plan and any agreements issued pursuant to the Planand to establish, amend and revoke rules and regulations for theiradministration.  The Board, in theexercise of this power, may correct any defect, omission or inconsistency inthe Plan in a manner and to the extent it shall deem necessary or expedient tomake the Plan fully effective.

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

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(iii)          To waive in its sole discretion, atany time and from time to time, with respect to any one or more annual award orelection award pursuant to Section 5 of the Plan,  the vesting requirement set forth in Section5(c) of the Plan, and to permit Restricted Stock Units to vest on an earlierdate, including the date of grant.

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

(c)           Delegationto Committee.  The Board may delegateadministration of the Plan and its powers and duties thereunder to a Committeeor Committees, and the term “**Committee**”shall apply to any person or persons to whom such authority has beendelegated.  Upon such delegation, theCommittee shall have the powers theretofore possessed by the Board, includingthe power to delegate to a subcommittee any of the administrative powers theCommittee is authorized to exercise (and references in this Plan to the Boardshall thereafter be deemed to include the Committee or subcommittee), subject, however,to such resolutions, not inconsistent with the provisions of the Plan, as maybe adopted from time to time by the Board. In its absolute discretion, the Board may at any time and from time totime 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 Section162(m) of the Code, or any rules or regulations issued thereunder, which arerequired to be determined in the sole discretion of the Committee.

(d)           Effect of Decision of the Board ora Committee; No Liability**.**  ** **All determinations, interpretationsand constructions made by the Board or a Committee in good faith shall not besubject to review by any person and shall be final, binding and conclusive onall persons.  No member of the Board or aCommittee or any person to whom duties hereunder have been delegated shall beliable for any action, interpretation or determination made in good faith, andsuch persons shall be entitled to full indemnification and reimbursementconsistent with applicable law, in the manner provided in Apex’s Memorandum andArticles of Association as the same may be amended from time to time, or asotherwise provided in any agreement between any such member and Apex.

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

**5.             Award ofRestricted Stock Units.**

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

(b)           Election Award.  On the date of an Eligible Director’s initialelection to the Board, the Award Account of such Eligible Director shall becredited with such number of Restricted Stock Units as are equal to the InitialElection Fee.

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(c)           Vesting.  Restricted Stock Units awarded pursuant tothis Section 5 shall vest on the first anniversary of the date the RestrictedStock Units were granted.

(d)           Voting.  Restricted Stock Units shall have no votingrights.

**6.             Deferralof Fees.**

(a)           Deferral Election.

(i)            AnyEligible Director may elect to defer receipt of all or any portion of the cashcompensation for services (“**Fees**”)to be earned by such Eligible Director by indicating such election to Apex onan Election Form supplied by Apex****(eacha “**Deferral Election**”). TheDeferral Election must specify the Fees to be deferred and the period for whichsuch Fees shall be deferred (each a “**DeferralPeriod**”).  Each DeferralElection is irrevocable with respect to the Fees to which it applies.

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

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

(b)           Credit for Amounts Deferred.  The Fee Account will be credited with thenumber 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 accruedand deferred been used to purchase Shares on the date on which such Fees wouldhave been earned had they not been deferred, at a price equal to Fair MarketValue on such date.  Restricted StockUnits awarded pursuant to this Section 6 shall vest immediately.

**7.             Dividends,Distributions and Adjustments.**

(a)           Whenever a cash dividend or any otherdistribution is paid with respect to Shares, the Award Account and Fee Account,as applicable, of each Eligible Director shall be credited with an additional numberof Restricted Stock Units equal to the number of Shares that could have beenpurchased had such dividend or other distribution been paid on each RestrictedStock Unit in the Award Account and Fee Account, as applicable (on the recorddate for such dividend or distribution) and the amount of such dividend orvalue of such other distribution been used to acquire additional Shares at theFair Market Value on the date such dividend or other distribution is paid. Thevalue 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 orindependently established.

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

**8.             Deliveryof Shares**

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

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

(c)           In the event that an EligibleDirector incurs an Unforeseeable Emergency, the Board may direct the immediatelump sum transfer to the Eligible Director of vested amounts (in Shares or incash equal to the Fair Market Value of Shares) that the Board determines to benecessary to satisfy such Unforeseeable Emergency plus amounts necessary to paytaxes reasonably anticipated as a result of the distribution, after taking intoaccount the extent to which such Unforeseeable Emergency is or may be relievedthrough reimbursement or compensation by insurance or otherwise or byliquidation of the Eligible Director’s assets (to the extent the liquidation ofsuch assets would not itself cause severe financial hardship).  The preceding sentence shall be construed andadministered in accordance with the requirements of Section 409A(a)(2)(B)(ii)of the Code.  If a Eligible Director hassuffered an Unforeseeable Emergency, the Board may, in its sole discretion,authorize the cessation of deferrals by such Eligible Director under thePlan.  “**UnforeseeableEmergency**” shall mean a severe financial hardship to an EligibleDirector resulting from an illness or accident of the Eligible Director, theEligible Director’s spouse, or a dependent (as defined in Section 152(a) of theCode) of the Eligible Director, loss of the Eligible Director’s property due tocasualty, or other similar extraordinary and unforeseeable circumstancesarising as a result of events beyond the control of the Eligible Director.  This definition shall be construed andadministered in accordance with the requirements of Code Section409A(a)(2)(B)(ii).

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

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

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anyright to receive any Share, credited to him or her under this Plan. Anypurported assignment shall be null and void.

**10.          Eligible Director’s Rights Unsecured.**Theright of an Eligible Director to receive any cash payment or Shares hereundershall rank as an unsecured claim against Apex and shall be subject to theclaims of general creditors in the event of the bankruptcy or insolvency ofApex.  Assets that may be set aside forApex’s convenience with respect to the Plan, and bookkeeping accountsmaintained pursuant to the Plan, shall not in any way be construed as assetsheld in trust for, or be subject to any prior claim by, an Eligible Director orbeneficiary.

**11.          Effective Date**. The Planshall become effective on March 14, 2007.

**12.          Section409A.**  Apex intends that paymentsand benefits payable under the Plan not be subject to the additional taximposed pursuant to Section 409A of the Code, and the Plan shall be construedin accordance with such intent.  To theextent such payments or benefits could become subject to such Section, Apexshall cooperate with the Eligible Directors to amend the Plan with the goal ofproviding to the Eligible Directors the economic benefits described in the Planin a manner that does not result in such tax being imposed. If anEligible Director is a specified employee of the Company within the meaning ofCode Section 409A(a)(2)(B)(i), then when the Eligible Director ceases to be amember of the Board, Share issuance and cash payments hereunder shall bedeferred for the minimum amount of time (if any) necessary to avoid theimposition of additional taxes upon the Eligible Director with respect theretounder Code Section 409A.

**13.          Amendment and Termination. **The Board or any authorizedCommittee of the Board may at any time terminate, and may at any time and fromtime to time and in any respect amend, the Plan for any reason; providedthat the Plan may not be amended more than once every six months, other than tocomport with changes in the Code, the Employee Retirement Income Security Actof 1974, or the rules and regulations thereunder.

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