EXHIBIT 4(d)

                         COEUR D'ALENE MINES CORPORATION

                    NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                         (As amended on October 9, 2001)

                        Article 1. Establishment of Plan

       1.1 Establishment and Name of Plan. Coeur d'Alene Mines Corporation (the
"Company") hereby adopts the Coeur d'Alene Mines Corporation Non-Employee
Directors' Stock Option Plan, effective as of January 1, 1995.

       1.2 Purpose of Plan. The purpose of this Plan is to encourage
Non-Employee Directors of the Company to acquire the Stock of the Company
through an option program that makes service of the Board more attractive to
present and prospective Non-Employee Directors of the Company.

The Plan does not cover any employees of the Company or its subsidiaries or
affiliates and thus is not subject to the Employee Retirement Security Act of
1974.

       1.3 Application of Plan. The terms of this Plan apply only to eligible
Directors of the Company on or after January 1, 1995. Any Director who does not
meet the eligibility requirements for Plan participation or whose service
terminated before January 1, 1995, shall not be entitled to benefits under this
Plan.

       1.4 Approval by Shareholders. This Plan shall be submitted for
shareholder approval at the Company's 1995 annual meeting of shareholders. Any
Option granted prior thereto shall not become exercisable until the Plan is
approved by the Company's shareholders.

                             Article 2. Definitions

       2.1 Definitions. The following definitions are in addition to any other
definitions set forth elsewhere in the Plan. Whenever used in the Plan, the
capitalized terms in this section shall have the meanings set forth below unless
otherwise required by the context in which they are used:

       (a)    "Board" means the board of directors of the Company.

       (b)    "Code" means the Internal Revenue Code of 1986, as amended.

       (c)    "Company" means Coeur d'Alene Mines Corporation.

       (d)    "Director" means a person who is a member of the Board.


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       (e)    "Directors' Fees" means the fees which are paid to a Director to
              retain his services, and for attendance at meetings of the Board.

       (f)    "Employee" means a person employed by the Company or any of its
              subsidiaries. "Employee" includes officers and Directors who are
              employed by a Subsidiary.

       (g)    "Fair Market Value" means the average of the highest and lowest
              prices of the Stock as reported in publications of general
              circulation for "New York Stock Exchange-Composite Transactions"
              on a particular date. If there are no Stock transactions on such
              date, the Fair Market Value shall be determined as of the date
              immediately preceding the date on which there were Stock
              transactions.

       (h)    "Non-Employee Director" means a Director who is not an Employee or
              an officer of the Company or Subsidiary.

       (i)    "Option" means the right to purchase stock at a stated price for a
              specified period of time.

       (j)    "Participant" means an Non-Employee Director who has chosen to
              participate in the Plan by foregoing Directors' Fees.

       (k)    "Plan" means this Coeur d'Alene Mines Corporation Non-Employee
              Directors' Stock Option Plan, as in effect from time to time.

       (l)    "Severance Date" means the last day of the month in which a
              Director's service on the Board terminates for any reason.

       (m)    "Stock" means the common stock of the Company, $1 par value per
              share.

       (n)    "Subsidiary" means a subsidiary corporation as defined in section
              424 of the Code.

       (o)    "Value" means the calculated value of a right to acquire a share
              of Stock of the Company at an exercise price equal to the Fair
              Market Value of Stock on the date of issue at any time beginning 6
              months from the date of issue and ending 10 years from the date
              thereof. Value shall be determined not less often than annually,
              by an independent consultant or other expert applying a
              "Black-Scholes" option valuation method.

         2.2 Gender and Number. Except when otherwise indicated by the context,
any masculine or feminine terminology shall also include the neuter and other
gender,


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and the use of any term in the singular or plural shall also include the
opposite number.

                            Article 3. Participation

       3.1 Eligibility. All Non-Employee Directors are eligible to participate
in the Plan.

       3.2 Participation. In order to become a Participant, a Non-Employee
Director shall make an irrevocable election before the end of a calendar year,
on a form provided by the Company, to receive all or a specified part, but not
less than $5,000 per annum of his regular Directors' Fees for the next year in
the form of Options. The number of Options available to the Participant is
determined by the formula set forth in section 5.1 In the case of a Director who
first becomes eligible during a calendar year, the election described above may
be made within 30 days of his becoming a Non-Employee Director (or within 30
days of Plan adoption, if applicable), and shall apply to regular Directors'
fees to be earned for the remainder of the calendar year.

                           Article 4. Available Stock

       4.1 Number. The total number of shares of Stock subject to options under
the Plan may not exceed 700,000 shares, subject to adjustment upon occurrence of
any of the events indicated in section 4.3. Such amount includes 200,000 shares
authorized by shareholders on May 9, 1995, and 500,000 shares authorized by
shareholders on October 9, 2001. The shares to be delivered under the Plan may
consist, in whole or in part, of authorized but unissued Stock or treasury
stock, not reserved for any other purpose.

       4.2 Lapsed Option. If any Option granted under the Plan terminates,
expires, or lapses for any reason, any shares subject to such Option shall be
available again for the grant of another Option.

       4.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock that occurs after ratification of the Plan by the
stockholders of the Company by reason of a Stock dividend, Stock split,
reorganization, reclassification, recapitalization, merger, consolidation,
combination, exchange of shares, or other similar change, then the aggregate
number and class of shares or other securities that may be issued or transferred
pursuant to the Plan and the provisions, terms and conditions of each
outstanding Option affected thereby, shall be adjusted appropriately by the
Committee, whose determination shall be conclusive.

       4.4 Duration. The Plan shall remain in effect until (a) all Stock subject
to Options has been purchased or acquired, (b) the Board terminates the Plan
pursuant to Article 7, or (c) January 1, 2005, whichever shall first occur.
Options which have not


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lapsed or been exercised at the time the Plan terminates shall remain in effect
until they expire or are exercised as if the Plan had not terminated.

       4.5 Tax Reporting and Withholding. Participants are independent
contractors rather than employees of the Company, and it is intended that they
shall be responsible for all tax reporting and payments with respect to their
Options to the full extent required or permitted by law. Nevertheless, the
Company shall be entitled to take reasonable steps to comply with any federal,
state or local tax withholding or reporting required of it by law with respect
to Plan benefits. Prior to making or authorizing any payment under this Plan for
which the Company may have a liability in the event of noncompliance with any
tax or other legal requirement, the Company may require such documents from the
payee or any taxing or other government authority having jurisdiction over the
Company or the payee, or may require such indemnities or surety bond, as the
Company shall reasonably consider necessary for its protection.

                            Article 5. Stock Options

       5.1 Grant of Stock Options. Subject to the provisions of the Plan,
Options shall be granted to Participants as set forth below. Options may be
granted only in lieu of Directors' Fees, with the total Value of Options granted
equalling the amount of such foregone Directors' Fees.

The formula for determining the number of Option shares granted to a Participant
in any year is:

  Directors' Fees which Participants elects
        to forego for such year                   =       Number of Shares
        -----------------------
           Value of an Option

The number of Option shares which are granted to each Participant shall be in
the discretion of the Participant, based on the amount of Directors' Fees which
the Participant elects to forego and the Value of an Option established by an
independent appraiser. The grant date shall be the third business day of each
calendar year or, in the case of a newly elected or appointed Non-Employee
Director, the 30th day following the date that such person becomes a
Non-Employee Director.

       5.2 Price of Stock Options. The exercise price of an Option shall equal
the full Fair Market Value of Stock as of the date of grant.

       5.3 Option Agreement. Each Option shall be evidenced by an Option
agreement that specifies the Option price, the number of shares of Stock to
which the Option pertains, the duration of the Option, and such other provisions
as the Committee shall determine.



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       5.4 Exercise of Options. Options shall be fully vested once granted and,
subject to Section 8.7, may be exercised at any time beginning six months
following the date of grant and ending 10 years following such date, at which
time they shall expire.

       5.5 Payment. The purchase price of Stock upon exercise of an Option shall
be paid (a) in cash, (b) in Stock valued at its Fair Market Value on the date of
exercise, (c) by requesting the Company to withhold from the number of shares of
Stock otherwise issuable upon exercise of the Option that number of shares of
Stock having an aggregate Fair Market Value on the date of exercise equal to the
Option price for all of the shares of Stock subject to such exercise, or (d) by
a combination thereof, in the manner provided in the Option agreement.
Certificates for such shares tendered in payment shall be in a form for good
delivery. The Committee in its sole discretion may permit payment of the
purchase price upon exercise of any Option to be made by delivering a properly
executed notice together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of sale proceeds to pay the exercise price.
The proceeds from payment of Option prices shall be added to the general funds
of the Company and shall be used for general corporate purposes.

       5.6 Fee Suspension and Resignation. Payment of director's fees shall be
suspended, commencing with the first scheduled payment date coinciding with or
subsequent to the grant date, and continuing until the amount of fees foregone
by the participating Director equals the value of the Options granted.

       In the event a Director resigns or his service otherwise terminates prior
to suspension of fees equaling the full value of all Option grants, the
Director, at his election, shall either:

       1.     Return to the Company Options that have a value determined as of
              the grant date equal to the unpaid portion; or

       2.     Submit a cash payment to the Company equal to the unpaid portion.

       5.7 Non-transferability of Options. No Option granted under the Plan may
be sold, transferred, pledged, assigned or otherwise alienated, otherwise than
by will, testamentary disposition or by the laws of descent and distribution.
All Options granted to a Participant under the Plan shall be exercisable during
his lifetime only by such Participant, except that if the Securities and
Exchange Commission modifies Rule 16b-3 or any successor thereto to allow
transfers for estate planning purposes, then transfers for that purpose shall be
allowed within limits to be established by the Board.



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                            Article 6. Administration

       6.1 Administration by Board. Grants of Stock Options under the Plan and
the amount and nature of the awards to be granted shall be automatic as
described in Section 5.1. However, the Plan shall be administered by the Board,
and the Board shall have discretionary authority to construe and interpret all
provisions of the Plan, to adopt rules and practices concerning Plan
administration, to decide all claim for benefits, and to take all other
necessary or appropriate actions to carry out the purpose of the Plan. The Board
may delegate responsibility for matters of recordkeeping and other routine
administrative tasks with respect to the Plan. All interpretations,
constructions, determinations, and other actions of the Board shall be
conclusive and binding on all parties and shall be entitled to the maximum
deference permitted by law. The Plan shall be administered so as to comply with
the requirements of Rule 16b-3 (or any successor rule) under the Securities
Exchange Act of 1934.

No Director shall vote on a Plan decision affecting his or her individual
interest under the Plan in a matter that is not applicable to Participants in
general.

                      Article 7. Amendment and Termination

       7.1 Plan Amendment or Termination. The Board of Directors of the Company
may suspend or discontinue the Plan or revise or amend it in any respect
whatsoever; provided, however, that provisions relating to the amount, timing
and pricing of Options may not be amended more than once in six months, other
than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act or the rules thereunder. Furthermore, without the
approval of shareholders, no revision or amendment shall change the number of
shares subject to the Plan (except as provided in section 4.3), change the
designation of the class of directors eligible to receive Options, or materially
increase the benefits accruing to Participants under the Plan. The Board of
Directors has the authority to amend the Plan and Options granted thereunder to
comply with the requirements of Rule 16b-3 (or any successor rule) under the
Securities Exchange Act of 1934. No amendment may alter or impair any rights or
obligations of any Option previously granted without the consent of the
Non-Employee Director.

                            Article 8. Miscellaneous

       8.1 Non-Alienation. Except as otherwise required by law, neither the
Company nor any participating Subsidiary shall make any award or permit
exercises under this Plan to any assignee or creditor of a Participant. Prior to
the time of an exercise under this Plan, a Participant shall have no rights by
way of anticipation or otherwise to assign or dispose of any interest under this
Plan, nor shall rights be assigned or transferred by operation of law or
otherwise, including but without limitation by execution, levy, garnishment,
attachment, pledge, lien, or bankruptcy.

       8.2 Records. The records of the Board with respect to the Plan shall be
conclusive on all participants, Beneficiaries, and other persons.



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       8.3 Incompetency. Every person receiving or claiming benefits under the
Plan shall be conclusively presumed to be mentally competent and of age until
the Board receives written notice, in a form and manner acceptable to it, that
such person is incompetent or a minor, and that a guardian, conservator,
statutory committee, or other person legally vested with the care of the person
or estate has been appointed; provided, however, that if the Board shall find
that any person to whom an Option is exercisable under the Plan is unable to
properly care for such person's own affairs because of incompetency, or is a
minor, then any exercise (unless a prior claim therefore shall have been made by
a duly appointed legal representative) may be made by the spouse, a child, a
parent, or a brother or sister, or to any person or institution deemed by the
Board to have incurred expenses for the Participant otherwise entitled to
exercise.

In the event a guardian of the estate of any person claiming benefits under the
Plan shall be appointed by a court of competent jurisdiction, exercise may be
made by such guardian provided that proper proof of appointment is furnished in
a form and manner acceptable to the Board. To the extent permitted by law, any
such exercises so made shall be a complete discharge of liability therefore
under the Plan.

       8.4 No Individual Liability. It is declared to be the express purpose and
intention of the Plan that no liability whatsoever shall attach to or be
incurred by any Directors or any stockholders or employees of the Company or any
of its Subsidiaries or any representatives appointed hereunder, by reason of any
term or condition of the Plan. The Company, through insurance or otherwise,
shall indemnify any Board member, corporate officer, or other individual against
any personal liability for actions taken or omitted in good faith in the
performance of duties on behalf of the Company under this Plan.

       8.5 Illegality of Particular Provision. If any particular provision of
this Plan shall be found to be illegal or unenforceable, such provision shall
not affect any other provision, but the Plan shall be construed in all respects
as if such invalid provision were omitted.

       8.6 Applicable Law. This instrument shall be construed in accordance with
and governed by the laws of the State of Idaho to the extent not superseded by
the laws of the United States.

       8.7 Merger, Consolidation or Liquidation. At least 30 days prior written
notice of a merger, consolidation or liquidation of the Company shall be given
by the Company to the Optionee. Upon the occurrence of a merger, consolidation
or liquidation of the Company, the Option shall automatically terminate unless
the surviving or acquiring corporation shall assume the Option or substitute a
new option for it.


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