Revett Minerals Inc.: Exhibit 10.4 - Filed by newsfilecorp.com





EXHIBIT 10.4

REVETT MINERALS INC.
AMENDED AND RESTATED EQUITY
INCENTIVE PLAN

SECTION 1
PURPOSE

	1.1 	
      The purpose of this Equity Incentive Plan is to provide a
      means whereby Revett Minerals Inc., a Canadian corporation (the
      “Corporation”), may attract able persons to remain in or to enter the
      employ of the Corporation or a Subsidiary of the Corporation and to
      provide a means whereby those employees, officers, directors and other
      individuals or entities upon whom the responsibilities of the successful
      administration, management, planning, and/or organization of the
      Corporation may rest, and whose present and potential contributions to the
      welfare of the Corporation or a Subsidiary of the Corporation are of
      importance, can acquire and maintain stock ownership, thereby
      strengthening their concern for the long-term welfare of the Corporation.
      A further purpose of the Plan is to provide such employees and individuals
      or entities with additional incentive and reward opportunities designed to
      enhance the profitable growth of the Corporation over the long term.
      Accordingly, the Plan provides for the grant of Incentive Stock Options,
      options which do not constitute Incentive Stock Options, Stock
      Appreciation Rights or any combination of the foregoing and for the
      issuance of Common Shares in satisfaction of amounts owing for
      services.



SECTION 2
DEFINITIONS

	2.1 	
      The following definitions shall be applicable during the
      term of the Plan unless specifically modified by any paragraph:

	 	 	 
		(a) 	
      “Affiliated Entity” has the meaning ascribed
      thereto by Multilateral Instrument 52-110, as the same may be amended from
      time to time.

	 	 	 
		(b) 	
      “Associate” has the meaning ascribed thereto in
      the Securities Act (Ontario), as the same may be amended from time
      to time.

	 	 	 
		(c) 	
      “Award” means, individually or collectively, any
      Option granted pursuant to the Plan.

	 	 	 
		(d) 	
      “Board” means the board of directors of the
      Corporation.

	 	 	 
		(e) 	
      “CBCA” means the Canada Business Corporations
      Act.

	 	 	 
		(f) 	
      “Code” means the Internal Revenue Code of 1986, as
      amended. Reference in the Plan to any Section of the Code shall be deemed
      to include any amendments or successor provisions to such Section and any
      regulations under such Section.








	 	(g) 	
      “Committee” means a committee of the Board which
      is given authority by the Board to recommend Awards or Options under the
      Plan.

	 	 	 	 
	 	(h) 	
      “Common Shares” means the common shares of the
      Corporation.

	 	 	 	 
	 	(i) 	
      “Corporate Change” means one of the following
      events:

	 	 	 	 
	 		(i) 	
      the merger, arrangement, amalgamation, reorganization or
      other similar transaction involving the Corporation in which the
      outstanding Common Shares are converted into or exchanged for a different
      class of securities of the Corporation, a class of securities of any other
      issuer (except a Subsidiary of the Corporation), cash or other property
      other than (A) a merger, arrangement, amalgamation, reorganization or
      other similar transaction involving the Corporation which would result in
      the voting shares of the Corporation outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being
      converted into voting securities of the surviving entity) at least sixty
      percent (60%) of the combined voting power of the voting shares of the
      Corporation or such surviving entity outstanding immediately after such
      merger, arrangement, amalgamation, reorganization or other similar
      transaction involving the Corporation, or (B) merger, arrangement,
      amalgamation, reorganization or other similar transaction involving the
      Corporation effected to implement a recapitalization of the Corporation
      (or similar transaction) in which no person acquires more than forty-nine
      percent (49%) of the combined voting power of the Corporation’s then
      outstanding shares;

	 	 	 	 
	 		(ii) 	
      the sale, lease or exchange of all or substantially all
      of the assets of the Corporation to any other corporation or entity
      (except a Subsidiary of the Corporation);

	 	 	 	 
	 		(iii) 	
      the adoption by the shareholders of the Corporation of a
      resolution to liquidate or dissolve the Corporation;

	 	 	 	 
	 		(iv) 	
      the acquisition (other than acquisition pursuant to any
      other clause of this definition) by any person or group of persons, of
      beneficial ownership of more than twenty-five percent (25%) (based on
      voting power) of the Corporation’s outstanding Common Shares or
      acquisition by a person or group of persons who currently has beneficial
      ownership which increases such person’s or group’s beneficial ownership to
      fifty percent (50%) or more (based on voting power) of the Corporation’s
      outstanding Common Shares; or

	 	 	 	 
	 		(v) 	
      as a result of or in connection with a contested election
      of directors, the persons who were directors of the Corporation before
      such election shall cease to constitute a majority of the Board.

	 	 	 	 
	 	(j) 	
      “Corporation” means Revett Minerals
  Inc.



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	 	(k) 	
      “Current Market Price” means, as of any specified
      date, the price per share equal to the weighted average price at which the
      Common Shares have traded on the Toronto Stock Exchange (or, if the Common
      Shares are not then listed on such exchange, such other stock exchange or
      over the counter market on which the Common Shares are then listed or
      quoted) during the period of any twenty consecutive trading days ending
      not more than five (5) trading days before such date; provided that the
      weighted average price shall be determined by dividing the aggregate sale
      price of all Common Shares sold on the said exchange or market, as the
      case may be, during the said twenty consecutive trading days by the total
      number of Common Shares so sold. If the Common Shares are not then listed
      or quoted on any stock exchange or over the counter market, at the time
      determination of its Current Market Price is required to be made
      hereunder, the determination of its Current Market Price shall be made by
      the Board in such manner as it deems appropriate.

	 	 	 
	 	(l) 	
      “Eligible Recipient” means: (i) any employee,
      officer, director or consultant (as defined in National Instrument 45-106,
      as the same may be amended from time to time) of the Corporation or an
      Affiliated Entity of the Corporation; or (ii) a permitted assign (as
      defined in National Instrument 45-106, as the same may be amended from
      time to time) of a person or company referred to in paragraph
  (i).

	 	 	 
	 	(m) 	
      “Exchange Act” means the Securities Exchange Act
      of 1934, as amended.

	 	 	 
	 	(n) 	
      “Fair Market Value” means, as of any specified
      date, the closing price of the Common Shares on the Toronto Stock Exchange
      (or, if the Common Shares are not listed on such exchange, such other
      stock exchange on which the Common Shares are then listed) on the trading
      day immediately preceding that date, or if no prices are reported on that
      date, on the last preceding date on which such prices of the Common Shares
      are so reported. If the Common Shares are not then listed on any stock
      exchange but is traded over the counter at the time determination of its
      Fair Market Value is required to be made hereunder, its Fair Market Value
      shall be deemed to be equal to the average between the reported high and
      low sales prices of Common Shares on the most recent date on which Common
      Shares were publicly traded. If the Common Shares are not publicly traded
      at the time a determination of its value is required to be made hereunder,
      the determination of its Fair Market Value shall be made by the Board in
      such manner as it deems appropriate (such determination will be made in
      good-faith as required by Section 422(c)(1) of the Code and may be based
      on the advice of an independent investment banker or appraiser recognized
      to be expert in making such valuations).

	 	 	 
	 	(o) 	
      “Grant” means individually or collectively, any
      Stock Appreciation Right granted pursuant to the Plan or any issuance of
      Common Shares pursuant to the Plan in satisfaction of amounts owing for
      services.



- 3 -





	 	(p) 	
      “Grantee” means an Eligible Recipient who has been
      granted Stock Appreciation Rights pursuant to the Plan or who has been
      issued Common Shares pursuant to the Plan in satisfaction of amounts owing
      for services.

	 	 	 
	 	(q) 	
      “Incentive Stock Option” means an Option within
      the meaning of Section 422 of the Code.

	 	 	 
	 	(r) 	
      “Insider” means an insider of the Corporation
      within the meaning of the rules, regulations and policies of the Toronto
      Stock Exchange from time to time for purposes of securities based
      compensation arrangements.

	 	 	 
	 	(s) 	
      “Option” means an Award granted under Section 7 of
      the Plan and includes both Incentive Stock Options to purchase Common
      Shares and Options which do not constitute Incentive Stock Options to
      purchase Common Shares.

	 	 	 
	 	(t) 	
      “Option Agreement” means a written agreement
      between the Corporation and an Optionee with respect to an
  Option.

	 	 	 
	 	(u) 	
      “Optionee” means an Eligible Recipient who has
      been granted an Option.

	 	 	 
	 	(v) 	
      “Plan” means this amended and restated Equity
      Incentive Plan.

	 	 	 
	 	(w) 	
      “Rule 16b-3” means Rule 16b-3 of the General Rules
      and Regulations of the Securities and Exchange Commission under the
      Exchange Act, as such rule is currently in effect or as hereafter modified
      or amended.

	 	 	 
	 	(x) 	
      “Share Compensation Arrangement” means a stock
      option, stock option plan, employee stock purchase plan or any other
      compensation or incentive mechanism of the Corporation involving the
      issuance or potential issuance of shares of the Corporation to one or more
      Eligible Recipients, including a share purchase from the treasury of the
      Corporation which is financially assisted by the Corporation by way of a
      loan, guarantee or otherwise.

	 	 	 
	 	(y) 	
      “Stock Appreciation Rights” means the right to
      receive the increase in the value of Common Shares subject to an Option in
      lieu of purchasing such Common Shares.

	 	 	 
	 	(z) 	
      “Subsidiary” has the meaning ascribed thereto by
      the Securities Act (Ontario), except that solely with respect to
      the issuance of Incentive Stock Options, the term “Subsidiary” shall have
      the same meaning as the term “subsidiary corporation” as defined in
      Section 424(f) of the Code.



SECTION 3
EFFECTIVE DATE

	3.1 	
      The Plan shall be effective on January 26,
  2005.



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SECTION 4
ADMINISTRATION

	4.1 	
      Administration of Plan by Board. The Plan shall be
      administered by the Board or by a committee (“Committee”) of the
      Board established by the Board for that purpose. Members of the Board
      shall abstain from participating in and deciding matters which directly
      affect their individual ownership interests under the Plan.

	 	 	 
	4.2 	
      Powers. Subject to the terms of the Plan, the
      Board or Committee shall have the power, where consistent with the general
      purpose and intent of the Plan and subject to the specific provisions of
      the Plan:

	 	 	 
		(a) 	
      to determine those Eligible Recipients that should be
      given an Award or Grant;

	 	 	 
		(b) 	
      to determine when such Award or Grant should be
    made;

	 	 	 
		(c) 	
      to determine the type of Award or Grant (Stock
      Appreciation Rights, Incentive Stock Option, non-qualified Option or
      Common Share issuance); and

	 	 	 
		(d) 	
      to determine the number of Common Shares that should be
      awarded or granted.

	 	 	 
		
      In making such determinations, the Board may take into
      account the nature of the services rendered by these individuals, their
      present and potential contribution to the success of the Corporation or a
      Subsidiary of the Corporation, and such other factors as the Board in its
      discretion shall deem relevant.

	 	 	 
	4.3 	
      Additional Powers. The Board shall have such
      additional powers as are delegated to it by the other provisions of the
      Plan. Subject to the express provisions of the Plan, the Board is
      authorized in its sole discretion, to construe and interpret the Plan and
      the respective agreements executed thereunder, to prescribe such rules and
      regulations relating to the Plan as it may deem advisable to carry out the
      Plan, and to determine the terms, restrictions and provisions of each
      Award or Grant, including such terms, restrictions and provisions as shall
      be requisite in the judgment of the Board to cause designated Options to
      qualify as Incentive Stock Options, and to make all other determinations
      necessary or advisable for administering the Plan. The Board may correct
      any defect or supply any omission or reconcile any inconsistency in any
      agreement relating to an Award or Grant in the manner and to the extent it
      shall deem expedient to carry it into effect. The determination of the
      Board on the matters referred to in this Section 4 shall be
    conclusive.

	 	 	 
	4.4 	
      Compliance with Law. Any Award or Grant granted
      under the Plan shall be subject to the requirement that, if at any time
      counsel to the Corporation shall determine that the listing, registration
      or qualification of the Common Shares subject to such Award or Grant upon
      any stock exchange or under any law or regulation of any jurisdiction, or
      the consent or approval of any stock exchange or any governmental or
      regulatory body, is necessary as a condition of, or in connection with,
      the grant or exercise of such Award or Grant or the issuance or purchase
      of Common Shares thereunder, such Award or Grant may not be accepted or
      exercised in whole or in part unless such listing,
  registration, qualification, consent or approval shall have been
      effected or obtained on conditions acceptable to the Board or the
      Committee. Nothing herein shall be deemed to require the Corporation to
      apply for or to obtain such listing, registration, qualification, consent
  or approval.



- 5 -





		
      Without limiting the generality of the foregoing, unless
      a registration statement relating to the Common Shares covered by an Award
      or Grant issued in favour of an Optionee or Grantee resident in the United
      States of America has been filed with the United States Securities and
      Exchange Commission and is effective on the date of exercise, the exercise
      of the Award or Grant by such Optionee or Grantee will be contingent upon
      receipt from the Optionee or Grantee of a representation in writing
      satisfactory to the Corporation that at the time of such exercise it is
      the Optionee's or Grantee’s then intention to acquire the Common Shares
      being purchased for investment and not for resale or other distribution
      thereof to the public in the United States of America.

	 	 
		
      The Corporation may in its discretion inscribe a legend
      on any share certificates issued pursuant to the exercise of an Award or
      Grant. The issuance of Common Shares upon the exercise of the Award or
      Grant shall be subject to all applicable laws, rules and regulations and
      Common Shares shall not be issued except upon the approval of proper
      government agencies or stock exchanges as may be required. Provided,
      however, the Award or Grant shall not be exercisable if at any date of
      exercise, it is the opinion of counsel for the Corporation that
      registration of the said Common Shares under the Securities Act of 1933 or
      other applicable statute or regulation is required and the Award or Grant
      shall again become exercisable only if the Corporation elects to and
      thereafter effects a registration of the Common Shares subject to the
      Award or Grant under the Securities Act of 1933 or other applicable
      statute or regulation within the relevant period. If the Award or Grant
      may not be exercised, the Corporation shall return to the Optionee or
      Grantee, without interest or deduction, any funds received by it in
      connection with the proposed exercise of the Award or Grant.

	 	 
	4.5 	
      Compliance With Code §162(m). In the event the
      Corporation or a Subsidiary of the Corporation becomes a “publicly-held
      corporation” as defined in Section 162(m)(2) of the Code, the Corporation
      may establish a committee of outside directors meeting the requirements of
      Code § 162(m) to (i) approve the grant of Options which might reasonably
      be anticipated to result in the payment of employee remuneration that
      would otherwise exceed the limit on employee remuneration deductible for
      income tax purposes by the Corporation pursuant to Code §162(m) and (ii)
      administer the Plan. In such event, the powers reserved to the Board in
      the Plan shall be exercised by such committee. In addition, Options under
      the Plan shall be granted upon satisfaction of the conditions to such
      grants provided pursuant to Code §162(m) and any Treasury Regulations
      promulgated thereunder.



SECTION 5
SHARES SUBJECT TO THE PLAN

	5.1 	
      Award Limits. The total number of shares issued
      under this Plan, together with the total number of shares issued under any
      other Share Compensation Arrangement, shall not
exceed 6,500,000 Common Shares or such greater number of Common
      Shares as may be determined by the Board and approved by any relevant
      stock exchange or other regulatory authority and, if required, by the
      shareholders of the Corporation. No Options shall be granted to any one
      Optionee if the total number of Common Shares reserved for issuance to
      such Optionee under this Plan, together with any Common Shares reserved
      for issuance to such Optionee under any other stock option arrangement,
      would exceed 5% of the issued and outstanding Common Shares at the time of
      such grant. The Corporation shall at all times reserve a sufficient number
      of shares to meet the requirements of the Plan. Shares shall be deemed to
      have been issued under the Plan only to the extent actually issued and
      delivered pursuant to an Award or Grant. To the extent that an Award or
      Grant expires unexercised, any Common Shares subject to such Award or
      Grant shall again be available for the grant of an Award or making of a
      Grant. The aggregate number of shares which may be issued under the Plan
      shall be subject to adjustment in the same manner as provided in Section 8
      of the Plan with respect to Common Shares subject to Options then
  outstanding.



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	5.2 	
      Stock Appreciation Rights. A Stock Appreciation
      Right may, in the case of a non- qualified Option, be granted at the time
      the Option is granted or at any time thereafter during the term of the
      Option. Stock Appreciation Rights may only be granted, in connection with
      Incentive Stock Options, at the time the Options are granted. Upon
      exercising a Stock Appreciation Right the holder of the related Option
      shall, upon surrender of such Option or any portion thereof to the extent
      unexercised, receive payment of an amount determined by multiplying (i)
      the excess of Current Market Price for the Common Shares on the date of
      exercise of such Stock Appreciation Right over the Option Price under the
      related Option, by (ii) the number of shares as to which such Stock
      Appreciation Right has been exercised. Notwithstanding the foregoing, the
      agreement evidencing the Stock Appreciation Right may limit in any manner
      the amount payable with respect to any Stock Appreciation Right.

	 	 
		
      A Stock Appreciation Right shall be exercisable at such
      time or times and only to the extent that a related Option is exercisable,
      and shall not be transferable. A Stock Appreciation Right granted in
      connection with an Incentive Stock Option shall be exercisable only if the
      Current Market Price of the Common Shares on the date of exercise is
      greater than the Option Price of the related Option. Upon the exercise of
      a Stock Appreciation Right, the related Option shall be cancelled to the
      extent of the number of Common Shares as to which the Stock Appreciation
      Right is exercised, and upon the exercise of an Option granted in
      connection with a Stock Appreciation Right, the Stock Appreciation Right
      shall be cancelled to the extent of the number Common Shares as to which
      the Option is exercised or surrendered. The Grantee shall exercise a Stock
      Appreciation Right by delivering a written notice of exercise to the
      Secretary of the Corporation and providing the Secretary with the
      agreements evidencing the Stock Appreciation Right and any related
      Option.

	 	 
		
      Payment of the appreciated value of the Common Shares may
      be made by the Corporation at the discretion of the Board, solely in cash,
      Common Shares, or a combination of cash and Common Shares. Subject to the
      terms of the Plan, the Board may modify outstanding grants of Stock
      Appreciation Rights or accept the surrender of outstanding grants of Stock
Appreciation Right (to the extent not exercised) and make new grants in
substitution thereof. Notwithstanding the foregoing no modification to the grant
of a Stock Appreciation Right shall adversely alter or impair any rights or
obligations under the agreement granting such Stock Appreciation Right without
the Grantee’s consent.



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SECTION 6
STOCK OPTION ELIGIBILITY

	6.1 	
      An Incentive Stock Option Award made pursuant to the Plan
      may be granted only to an individual who, at the time of grant, is an
      employee of the Corporation or a Subsidiary of the Corporation. An Award
      of an Option which is not an Incentive Stock Option may be made to an
      individual who, at the time of Award, is an employee of the Corporation or
      a Subsidiary of the Corporation, or to an individual who has been
      identified by the Board or Committee to receive an Award due to their
      contribution or service to the Corporation, including members of the Board
      or the board of directors of a Subsidiary of the Corporation. An Award
      made pursuant to the Plan may be made on more than one occasion to the
      same person, and such Award may include a grant of an Incentive Stock
      Option, an Option which is not an Incentive Stock Option, or any
      combination thereof. Each Award shall be evidenced by a written instrument
      duly executed by or on behalf of the Corporation.



SECTION 7
STOCK OPTIONS/GRANTS

	7.1 	
      Stock Option Agreement. Each Option shall be
      evidenced by an Option Agreement between the Corporation and the Optionee
      which shall contain such terms and conditions as may be approved by the
      Board. The terms and conditions of the respective Option Agreements need
      not be identical.

	 	 
	7.2 	
      Option Period. The term of each Option shall be
      the lesser of 10 years and the term as specified by the Board at the date
      of grant and stated in the Option Agreement.

	 	 
	7.3 	
      Limitations on Exercise of Option. Any Option
      granted hereunder shall be exercisable at such times and under such
      conditions as determined by the Board and as shall be permissible under
      the terms of the Plan, which shall be specified in the Option Agreement
      evidencing the Option. The Board or Committee may, in their discretion,
      subsequent to the time of granting Options hereunder, permit an Optionee
      to exercise any or all of the unvested Options then outstanding, in which
      event such unvested Options shall be deemed to be exercisable during such
      period of time as may be specified by the Board or Committee. An Option
      may not be exercised for fractional shares.

	 	 
	7.4 	
      Special Limitations on Incentive Stock Options. To
      the extent that the aggregate Fair Market Value (determined at the time
      the respective Incentive Stock Option is granted) of Common Shares with
      respect to which Incentive Stock Options are exercisable for the first
      time by an individual during any calendar year under all incentive stock
      option plans of the Corporation (and any Subsidiary of the Corporation)
      exceeds One Hundred Thousand U.S. Dollars (U.S.$100,000) (within the meaning
      of Section 422 of the Code), such excess Incentive Stock Options shall be
      treated as Options which do not constitute Incentive Stock Options. The
      Board shall determine, in accordance with applicable provisions of the
      Code, Treasury Regulations and other administrative pronouncements, which
      of an Optionee’s Incentive Stock Options will not constitute Incentive
      Stock Options because of such limitation and shall notify the Optionee of
      such determination as soon as practicable after such determination. No
      Incentive Stock Option shall be granted to an individual if, at the time
      the Option is granted, such individual owns shares to which are attached
      more than ten percent (10%) of the total combined voting power of all
      classes of shares of the Corporation or of a Subsidiary of the
      Corporation, within the meaning of Section 422(b)(6) of the Code, unless
      (i) at the time such Option is granted the Option price is at least one
      hundred ten percent (110%) of the Fair Market Value of the Common Shares
      subject to the Option and (ii) such Option by its terms is not exercisable
after the expiration of five years from the date of grant.



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	7.5 	
      Option Price. The purchase price of Common Shares
      issued under each Option shall be determined by the Board and shall be
      stated in the Option Agreement, but such purchase price shall, in the case
      of Incentive Stock Options, not be less than the Fair Market Value of
      Common Shares subject to the Option on the date the Option is granted,
      except that the price shall be one hundred ten percent (110%) of the fair
      value in the case of any person or entity who owns shares to which are
      attached more than ten percent (10%) of the total combined voting power of
      all classes of shares of the Corporation or of a Subsidiary of the
      Corporation.

	 	 
	7.6 	
      Options and Rights in Substitution for Stock Options
      Made by Other Corporations.

	 	 
		
      Options may be granted under the Plan from time to time
      in substitution for stock options held by employees of corporations who
      become, or who became prior to the effective date of the Plan, employees
      of the Corporation or of any Subsidiary of the Corporation as a result of
      a merger or consolidation of the employing corporation with the
      Corporation or such Subsidiary of the Corporation, or the acquisition by
      the Corporation or a Subsidiary of the Corporation of all or a portion of
      the assets of the employing corporation, or the acquisition by the
      Corporation or a Subsidiary of the Corporation of shares of the employing
      corporation with the result that such employing corporation becomes a
      Subsidiary of the Corporation.

	 	 
	7.7 	
      Subscription Agreement for Share Issuance. Each
      issuance of Common Shares in satisfaction of amounts owing for services
      shall be evidenced by a Subscription Agreement which shall contain such
      restrictions, terms and conditions as the Board may determine in its
      discretion. Such restrictions, terms and conditions may, without
      limitation, include a restriction on the number of such Common Shares that
      may be sold at any given time.



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SECTION 8
ADJUSTMENTS IN THE EVENT OF CERTAIN
CHANGES
IN CAPITAL STRUCTURE

	8.1 	
      Except as hereinafter otherwise provided, Awards or
      Grants shall be subject to adjustment by the Board at its discretion as to
      the number and price of Common Shares in the event of changes in the
      outstanding Common Shares by reason of stock splits, reverse stock splits,
      reclassifications, recapitalizations, reorganizations, mergers,
      consolidations, combinations, exchanges or other relevant changes in
      capitalization occurring after the date of the grant of any such Awards or
      Options.

	 	 
		
      In the event of a Corporate Change, the Board shall
      either at the time Awards or Options are awarded or granted, or if so
      provided in the applicable Option Agreement, at any time thereafter, have
      the authority to take such actions as it deems advisable, including,
      without limitation (a) the right to accelerate in whole or in part the
      exercisability of Options, (b) to require the mandatory surrender of
      outstanding Options in exchange for cash for the bargain element the
      Optionee would have realized upon the occurrence of the Corporate Change,
      if any, (c) provide that upon exercise of the Option, the Optionee will be
      entitled to purchase other securities or property, or (d) cancel the
      Options if the Fair Market Value of the Common Shares which underlies the
      Options is below the Option exercise price. The Option Agreement may
      contain provisions which, in the event of a Corporate Change,
      automatically or at the discretion of the Board accelerate the
      exercisability of Options. Nothing herein shall obligate the Board to take
      any action upon a Corporate Change.

	 	 
	8.2 	
      The existence of the Plan and the Awards and/or Grants
      made hereunder shall not affect in any way the right or power of the Board
      or the shareholders of the Corporation to make or authorize any
      adjustment, recapitalization, reorganization or other change in the
      capital structure of the Corporation or a Subsidiary of the Corporation or
      their business, any merger or consolidation of the Corporation or a
      Subsidiary of the Corporation, any issue of debt or equity securities
      having any priority or preference with respect to or affecting Common
      Shares or the rights thereof, the dissolution or liquidation of the
      Corporation or a Subsidiary of the Corporation, or any sale, lease,
      exchange or other disposition of all or any part of their assets or
      business or any other corporate act or proceeding.

	 	 
	8.3 	
      The shares with respect to which Options may be granted
      are Common Shares as presently constituted but if and whenever, prior to
      the expiration of an Option theretofore granted, the Corporation shall
      effect a subdivision or consolidation of Common Shares or the payment of a
      stock dividend on Common Shares without receipt of consideration by the
      Corporation, the number of Common Shares with respect to which such Option
      may thereafter be exercised (i) in the event of an increase in the number
      of outstanding shares shall be proportionately increased, and the purchase
      price per share shall be proportionately reduced, and (ii) in the event of
      a reduction in the number of outstanding shares shall be proportionately
      reduced, and the purchase price per share shall be proportionately
      increased.



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	8.4 	
      If the Corporation recapitalizes or otherwise changes its
      capital structure, thereafter upon any exercise of an Option theretofore
      granted, the Optionee shall be entitled to purchase under such Option, in
      lieu of the number of Common Shares as to which such Option shall then be
      exercisable, the number and class of shares and securities, and the cash
      and other property to which the Optionee would have been entitled pursuant
      to the terms of the recapitalization if, immediately prior to such
      recapitalization, the Optionee had been the holder of record of the number
      of shares then covered by such Option.



SECTION 9
AMENDMENT OR TERMINATION OF THE
PLAN

	9.1 	
      The Board may at any time, subject to the provisions of
      Section 9.2 below, amend, suspend or terminate this Plan, or any portion
      thereof, provided that no change in any Award or Grant previously made may
      be made which would impair the rights of the Optionee or Grantee
      thereunder without the consent of the affected Optionee or Grantee.
      Without limiting the generality of the foregoing, the Board may make the
      following types of amendments to the Plan without shareholder
    approval:

	 	 	 
		(a) 	
      amendments of a ministerial nature including, without
      limiting the generality of the foregoing, any amendment for the purpose of
      curing any ambiguity, error or omission in the Plan or to correct or
      supplement any provision of the Plan that is inconsistent with any other
      provision of the Plan;

	 	 	 
		(b) 	
      amendments necessary to comply with the provisions of
      applicable law (including, without limitation, the rules, regulations and
      policies of the Toronto Stock Exchange);

	 	 	 
		(c) 	
      amendments respecting administration of the
  Plan;

	 	 	 
		(d) 	
      any amendment to the vesting provisions of the Plan or
      any Option;

	 	 	 
		(e) 	
      any amendment to the early termination provisions of the
      Plan or any Option, whether or not such Option is held by an Insider,
      provided such amendment does not entail an extension beyond the original
      expiry date;

	 	 	 
		(f) 	
      any amendment to the termination provisions of the Plan
      or any Option, other than an amendment extending the term of an Option,
      provided any such amendment does not entail an extension of the expiry
      date of such Option beyond its original expiry date;

	 	 	 
		(g) 	
      the addition or modification of any form of financial
      assistance by the Corporation;

	 	 	 
		(h) 	
      the addition or modification of a cashless exercise
      feature, payable in cash or Common Shares, whether or not there is a full
      deduction of the number of Common Shares from the Plan reserve;
  and



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		(i) 	
      any other amendments, whether fundamental or otherwise,
      not requiring shareholder approval under applicable law (including without
      limitation, the rules, regulations and policies of the Toronto Stock
      Exchange).

	 	 	 
	9.2 	
      Shareholder approval will be required for the following
      types of amendments to the Plan:

	 	 	 
		(a) 	
      amendments to the number of Common Shares issuable under
      the Plan, including an increase to a fixed maximum number of Common Shares
      or a change from a fixed maximum number of Common Shares to a fixed
      maximum percentage;

	 	 	 
		(b) 	
      any amendment which reduces the exercise price of an
      Option or a cancellation and re-grant at a lower price less than three
      months after the related cancellation;

	 	 	 
		(c) 	
      any amendment extending the term of an Option beyond its
      original expiry date;

	 	 	 
		(d) 	
      any amendment broadening any limits imposed on
      non-employee director participation under the Plan;

	 	 	 
		(e) 	
      any amendment respecting transferability or assignability
      of Awards or Options under the Plan, other than for normal estate
      settlement purposes; and

	 	 	 
		(f) 	
      amendments required to be approved by shareholders under
      applicable law (including, without limitation, the rules, regulations and
      polices of the Toronto Stock Exchange).

	 	 	 
	9.3 	
      In the event of any conflict between the provisions of
      Section 9.1 and Section 9.2, the provisions of Section 9.2 shall prevail
      to the extent of the conflict.



SECTION 10
OTHER

	10.1 	
      No Right to an Award or Grant. Neither the
      adoption of the Plan nor any action of the Board or Committee shall be
      deemed to give an employee any right to be granted an Option to purchase
      Common Shares, to receive a Grant or to any other rights hereunder except
      as may be evidenced by an Option Agreement duly executed on behalf of the
      Corporation, and then only to the extent of and on the terms and
      conditions expressly set forth therein. The Plan shall be unfunded. The
      Corporation shall not be required to establish any special or separate
      fund or to make any other segregation of funds or assets to assure the
      payment of any Award or Grant.

	 	 
	10.2 	
      No Employment Rights Conferred. Nothing contained
      in the Plan or in any Award or Grant made hereunder shall (i) confer upon
      any employee any right with respect to continuation of employment with the
      Corporation or Subsidiary of the Corporation, or
(ii) interfere in any way with the right of the Corporation or
      Subsidiary of the Corporation to terminate his or her employment at any
  time.



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	10.3 	
      Other Laws; Withholding. The Corporation shall not
      be obligated to issue any Common Shares pursuant to any Award or Grant
      made under the Plan at any time if, in the opinion of legal counsel for
      the Corporation, there is no exemption from the prospectus or registration
      requirements of applicable laws, rules or regulations available for the
      issuance and sale of such shares. No fractional Common Shares shall be
      delivered, nor shall any cash in lieu of fractional shares be paid. The
      Corporation shall have the right to deduct in connection with all Awards
      or Grants any taxes required by law to be withheld and to require any
      payments necessary to enable it to satisfy its withholding obligations.
      The Board may permit the holder of an Award or Grant to elect to
      surrender, or authorize the Corporation to withhold Common Shares (valued
      at their Fair Market Value on the date of surrender or withholding of such
      shares) in satisfaction of the Corporation’s withholding obligation,
      subject to such restrictions as the Board deems necessary to satisfy the
      requirements of Rule 16b 3.

	 	 
	10.4 	
      No Restriction of Corporate Action. Nothing
      contained in the Plan shall be construed to prevent the Corporation or
      Subsidiary of the Corporation from taking any corporate action which is
      deemed by the Corporation or Subsidiary of the Corporation to be
      appropriate or in its best interest, whether or not such action would have
      an adverse effect on the Plan or any Award or Grant made under the Plan.
      No employee, beneficiary or other person shall have any claim against the
      Corporation or Subsidiary of the Corporation as a result of such
      action.

	 	 
	10.5 	
      Restrictions on Transfer. An Award shall not be
      transferable otherwise than by will or the laws of descent and
      distribution and shall be exercisable during the lifetime of the Optionee
      only by such Optionee or the Optionee’s guardian or legal
      representative.

	 	 
	10.6 	
      Effect of Death, Disability or Termination of
      Employment. Each Option Agreement shall specify the effect of
      termination of employment (whether by resignation, termination for “cause”
      or otherwise), total and permanent disability, retirement or death on the
      exercisability of the Option. A determination by the Corporation that an
      Optionee was discharged for “cause” shall be binding on the Optionee for
      the purposes of the Plan. For the purposes of the Plan, the date of
      termination of employment shall be deemed to be the date notice of
      termination is actually given, without regard to any notice period
      applicable under contract or at law.

	 	 
		
      All outstanding Incentive Stock Options will
      automatically be converted to a non- qualified stock option if the
      Optionee does not exercise the Incentive Stock Option (i) within three (3)
      months of the date of termination caused by reasons other than death or
      disability; or (ii) within twelve (12) months of the date of termination
      caused by death and disability.

	 	 
	10.7 	
      Rule 16b 3. It is intended that the Plan and any
      grant of an Award made to a person subject to Section 16 of the Exchange
      Act meet all of the requirements of Rule 16b-3. If any provisions of the
      Plan or any such Award would disqualify the Plan or such
  Award hereunder, or would otherwise not comply with Rule 16b 3,
      such provision or Award shall be construed or deemed amended to conform to
  Rule 16b 3.



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	10.8 	
      Governing Law. The Plan shall by construed in
      accordance with the laws of the Province of Ontario and the laws of Canada
      applicable therein.

	 	 	 
	10.9 	
      Limits on Insiders. The Awards or Grants to
      Insiders shall be subject to the following two limitations:

	 	 	 
		(a) 	
      the number of Common Shares issuable to Insiders, at any
      time, under all Share Compensation Arrangements, may not exceed 10% of the
      Corporation’s issued and outstanding Common Shares; and

	 	 	 
		(b) 	
      the number of Common Shares issued to Insiders, within
      any one year period, under all Share Compensation Arrangements, may not
      exceed 10% of the Corporation’s issued and outstanding Common
    Shares.



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     ADOPTED BY THE BOARD OF DIRECTORS
OF REVETT MINERALS INC. AS OF JANUARY 26, 2005 AND AMENDED AND RESTATED BY THE
BOARD OF DIRECTORS OF REVETT MINERALS INC. AS OF MARCH 23, 2007 AND AS OF MAY
13, 2009.

     APPROVED BY THE SHAREHOLDERS OF
REVETT MINERALS INC. AS OF JANUARY 26, 2005, WITH AMENDMENTS APPROVED BY THE
SHAREHOLDERS OF REVETT MINERALS INC. AS OF JUNE 19, 2007, JUNE 16, 2009 AND JUNE
21, 2011.

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