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.


(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 



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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.


(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.



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(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.


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.  



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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.



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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 8,000,000
Common Shares (less that number of shares reserved for issuance pursuant to
stock options granted under Revett Silver Company’s equity incentive plan) 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 



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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.


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 



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obligations under the
agreement granting such Stock Appreciation Right without the Grantee’s consent.


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 



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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.


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 



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(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.


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 



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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.


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.


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.



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