Exhibit 4(d) 




COEUR D’ALENE
MINES CORPORATION 
2003 LONG-TERM
INCENTIVE PLAN 




ARTICLE 1. 




ESTABLISHMENT, PURPOSE,
AND DURATION 



        1.1       
Establishment of the Plan. Coeur d’Alene Mines Corporation, an Idaho
corporation (hereinafter referred to as the “Company”), establishes an incentive
compensation plan to be known as the Coeur d’Alene Mines Corporation 2003 Long-Term
Incentive Plan (hereinafter referred to as the “Plan”), as set forth in this
document. 



        The
Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights (“SARs”), Restricted Stock, Restricted Stock Units,
Performance Shares, Performance Units, Cash-Based Awards, and Stock-Based Awards. 



        The
Plan shall become effective upon shareholder approval of the Plan (the “Effective
Date”) and shall remain in effect as provided in Section 1.3 hereof. 



        1.2       
Purpose of the Plan. The purpose of the Plan is to promote the success and enhance
the value of the Company by linking the personal interests of the Participants to those of
the Company’s shareholders, and by providing Participants with an incentive for
outstanding performance. 



        The
Plan is further intended to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of Participants upon whose judgment, interest, and
special effort the successful conduct of its operation is largely dependent. 



        1.3       
Duration of the Plan. The Plan shall commence as of the Effective Date, as
described in Section 1.1 herein, and shall remain in effect, subject to the right of the
Committee or the Board of Directors to amend or terminate the Plan at any time pursuant to
Article 16 herein, until all Shares subject to the Plan have been purchased or acquired
according to the Plan’s provisions. 




ARTICLE 2. 




DEFINITIONS 



        Whenever
used in the Plan, the following terms shall have the meaning set forth below, and when the
meaning is intended, the initial letter of the word shall be capitalized. 



	 	        (a)       “Affiliate”shall
have the meaning ascribed to such term in                Rule 12b-2 of the General Rules
and Regulations of the Exchange Act.  
















	 	        (b)       “Award” means,
individually or collectively, a grant under this                Plan of NQSOs, ISOs,
SARs, Restricted Stock, Restricted Stock Units, Performance                Shares,
Performance Units, Cash-Based Awards, or Stock-Based Awards.  







	 	        (c)       “Award
Agreement”means either (i) an agreement entered into by                the
Company and each Participant setting forth the terms and provisions
               applicable to Awards granted under this Plan; or (ii) a statement issued
by the                Company to a Participant describing the terms and provisions of
such Award.  







	 	        (d)       “Beneficial
Owner”shall have the meaning ascribed to such term                in rule 13d-3
of the General Rules and Regulations under the Exchange Act.  







	 	        (e)       “Board”or
“Board of Directors”means the                Board of Directors of the
Company.  







	 	        (f)       “Cash-Based
Award” means an Award granted to a Participant as                described in
Article 10 herein.  







	 	        (g)       “Cause” means:
(i) fraud, misrepresentation, theft, or                embezzlement; (ii) intentional
violation of laws involving moral turpitude or                which is materially
injurious to the Company; or (iii) willful and continued                failure by the
Participant substantially to perform his or her duties with the                Company or
its subsidiaries (other than failure resulting from the                Participant’s
incapacity due to physical or mental illness), after a demand                for
substantial performance is delivered to the Participant by the President or
               the Chairman of the Board of the Company, which demand specifically
identifies                the manner in which the Participant has not substantially
performed his or her                duties.  







	 	        (h)       “Change
in Control” shall mean any of the following events: (i)                any
organization, group, or person (“Person”) (as such term is used in
               Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended)                (the “Exchange Act”) is or becomes the Beneficial Owner
(as defined in                Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the                Company representing thirty-five percent (35%) or
more of the combined voting                power of the then outstanding securities of
the Company; or (ii) during any two                (2) year period, a majority of the
members of the Board serving at the date of                approval of this Plan by
shareholders is replaced by Directors who are not                nominated and approved
by the Board; or (iii) a majority of the members of the                Board are
represented by, appointed by, or affiliated with any Person whom the                Board
has determined is seeking to effect a Change in Control of the Company; or
               (iv) the Company shall be combined with or acquired by another company and
the                Board shall have determined, either before such event or thereafter,
by                resolution, that a Change in Control will or has occurred.  







	 	        (i)       “Code” means
the U.S. Internal Revenue Code of 1986, as amended                from time to time, or
any successor thereto.  








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	 	        (j)       “Committee” means
the Compensation Committee of the Board of                Directors. The members of the
Committee shall be appointed from time to time by                and shall serve at the
discretion of the Board.  







	 	        (k)       “Company” means
Coeur d’Alene Mines Corporation, an Idaho                corporation, and any
successor thereto as provided in Article 18 herein.  







	 	        (l)       “Covered
Employee” means a Participant who is a “covered                employee,” as
defined in Section 162(m) of the Code and the regulations                promulgated
under Section 162(m) of the Code, or any successor statute.  







	 	        (m)       “Director” means
any individual who is a member of the Board of                Directors of the Company.  







	 	        (n)       “Employee” means
any employee of the Company, its Affiliates,                and/or its Subsidiaries.
Directors who are not otherwise employed by the                Company, its Affiliates,
and/or its Subsidiaries shall not be considered                Employees under this Plan.  







	 	        Individuals
described in the first sentence of this definition who are foreign nationals or are
employed outside of the United States, or both, are considered to be Employees and may be
granted Awards on the terms and conditions set forth in the Plan, or on such other terms
and conditions as may, in the judgment of the Committee, be necessary or desirable to
further the purpose of the Plan.  







	 	        (o)       “Exchange
Act” means the Securities Exchange Act of 1934, as                amended from
time to time, or any successor act thereto.  







	 	        (p)       “Fair
Market Value” or “FMV” means a price                that is
based on the opening, closing, actual, high, low, or average selling
               prices of a Share on the New York Stock Exchange (“NYSE”) or
other                established stock exchange (or exchanges) on the applicable date,
the preceding                trading day, the next succeeding trading day, or an average
of trading days, as                determined by the Committee in its discretion. Such
definition of FMV shall be                specified in the Award Agreement and may differ
depending on whether FMV is in                reference to the grant, exercise, vesting,
or settlement or payout of an Award.                If, however, the accounting standards
used to account for equity awards granted                to Participants are
substantially modified subsequent to the Effective Date of                the Plan, the
Committee shall have the ability to determine an Award’s FMV                based on
the relevant facts and circumstances. If Shares are not traded on an
               established stock exchange, FMV shall be determined by the Committee based
on                objective criteria.  







	 	        (q)       “Fiscal
Year” means the year commencing on January 1 and ending                December
31 or other time period as approved by the Board.  







	 	        (r)       “Freestanding
SAR” means an SAR that is granted independently                of any Options,
as described in Article 7 herein.  








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	 	        (s)       “Grant
Price”means the price at which a SAR may be exercised                by a
Participant, as determined by the Committee and set forth in Section 7.1
               herein.  







	 	        (t)       “Incentive
Stock Option” or “ISO” means an                Option to
purchase Shares granted under Article 6 herein and that is designated                as
an Incentive Stock Option and is intended to meet the requirements of Section
               422 of the Code, or any successor provision.  







	 	        (u)       “Insider” shall
mean an individual who is, on the relevant                date, an officer, Director, or
more than ten percent (10%) Beneficial Owner of                any class of the Company’s
equity securities that is registered pursuant to                Section 12 of the
Exchange Act, as determined by the Board in accordance with                Section 16 of
the Exchange Act.  







	 	        (v)       “Nonqualified
Stock Option”or “NQSO” means an                Option to
purchase Shares, granted under Article 6 herein, which is not intended                to
be an Incentive Stock Option or that otherwise does not meet such
               requirements.  







	 	        (w)       “Option” means
an Incentive Stock Option or a Nonqualified                Stock Option, as described in
Article 6 herein.  







	 	        (x)       “Option
Price”means the price at which a Share may be                purchased by a
Participant pursuant to an Option, as determined by the                Committee.  







	 	        (y)       “Participant”means
an Employee who has been selected to                receive an Award or who has an
outstanding Award granted under the Plan.  







	 	        (z)       “Performance-Based
Compensation”means compensation under an                Award that is granted in
order to provide remuneration solely on account of the                attainment of one
or more preestablished, objective performance goals under                circumstances
that satisfy the requirements of Section 162(m) of the Code.  







	 	        (aa)       “Performance
Measures”means measures as described in Article                11, the
attainment of which may determine the degree of payout and/or vesting                with
respect to Awards to Covered Employees that are designated to qualify as
               Performance-Based Compensation.  







	 	        (ab)       “Performance
Period”means the period of time during which the                performance
goals must be met in order to determine the degree of payout and/or
               vesting with respect to an Award.  







	 	        (ac)       “Performance
Share”means an Award granted to a Participant, as                described in
Article 9 herein.  







	 	        (ad)       “Performance
Unit”means an Award granted to a Participant, as                described in
Article 9 herein.  








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	 	        (ae)       “Period
of Restriction”means the period when Awards are                subject to
forfeiture based on the passage of time, the achievement of                performance
goals, and/or upon the occurrence of other events as determined by                the
Committee, at its discretion.  







	 	        (af)       “Restricted
Stock”means an Award of Shares granted to a                Participant pursuant
to Article 8 herein.  







	 	        (ag)       “Restricted
Stock Unit”means an Award granted to a Participant                pursuant to
Article 8 herein.  







	 	        (ah)       “Shares”means
the Shares of common stock of the Company.  







	 	        (ai)       “Stock
Appreciation Right” or “SAR”means an                Award,
designated as an SAR, pursuant to the terms of Article 7 herein.  







	 	        (aj)       “Stock-Based
Award”means an Award granted pursuant to the                terms of Section
10.5 herein.  







	 	        (ak)       “Subsidiary”means
any corporation, partnership, joint venture,                limited liability company, or
other entity (other than the Company) in an                unbroken chain of entities
beginning with the Company if each of the entities                other than the last
entity in the unbroken chain owns at least fifty percent                (50%) of the
total combined voting power in one of the other entities in such                chain.  







	 	        (al)       “Tandem
SAR”means an SAR that is granted in connection with a                related
Option pursuant to Article 7 herein, the exercise of which shall require
               forfeiture of the right to purchase a Share under the related Option (and
when a                Share is purchased under the Option, the Tandem SAR shall similarly
be                cancelled) or an SAR that is granted in tandem with an Option but the
exercise                of such Option does not cancel the SAR, but rather results in the
exercise of                the related SAR.  








ARTICLE 3. 




ADMINISTRATION 



        3.1       
General. The Committee shall be responsible for administering the Plan. The
Committee may employ attorneys, consultants, accountants, and other persons, and the
Committee, the Company, and its officers and Directors shall be entitled to rely upon the
advice, opinions, or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee shall be final, conclusive, and
binding upon the Participants, the Company, and all other interested parties. 




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        3.2       
Authority of the Committee. The Committee shall have full and exclusive
discretionary power to interpret the terms and the intent of the Plan and to determine
eligibility for Awards and to adopt such rules, regulations, and guidelines for
administering the Plan as the Committee may deem necessary or proper. Such authority shall
include, but not be limited to, selecting Award recipients, establishing all Award terms
and conditions and, subject to Article 16, adopting modifications and amendments, or
subplans to the Plan or any Award Agreement, including without limitation, any that are
necessary to comply with the laws of the countries in which the Company, its Affiliates,
and/or its Subsidiaries operate. 



        3.3       
Delegation. The Committee may delegate to one or more of its members or to one or
more officers of the Company, its Affiliates and/or its Subsidiaries, or to one or more
agents or advisors such administrative duties as it may deem advisable, and the Committee
or any person to whom it has delegated duties as aforesaid may employ one or more persons
to render advice with respect to any responsibility the Committee or such person may have
under the Plan. Except with respect to Awards to Insiders, the Committee may, by
resolution, authorize one or more officers of the Company to do one or both of the
following: (a) designate officers or Employees of the Company, its Affiliates, and/or its
Subsidiaries to be recipients of Awards; and (b) determine the size of the Award;
provided, however, that the resolution providing such authorization sets forth the total
number of Awards such officer or officers may grant. 




ARTICLE 4. 




SHARES SUBJECT TO THE
PLAN AND MAXIMUM AWARDS 



        4.1       
Number of Shares Available for Awards. Subject to adjustment as provided in Section
4.2 herein, the number of Shares hereby reserved for issuance to Participants under the
Plan shall be six million eight hundred thousand (6,800,000). The number of Shares that
may be issued under the Plan for Awards other than Options granted with an Option Price
equal to at least the FMV of a Share on the date of grant or Stock Appreciation Rights
with a Grant Price equal to at least the FMV of a Share on the date of grant shall not
exceed six hundred thousand (600,000) Shares. All of the reserved Shares may be used as
ISOs. Any Shares related to Awards which terminate by expiration, forfeiture,
cancellation, or otherwise without the issuance of such Shares, are settled in cash in
lieu of Shares, or are exchanged with the Committee’s permission for Awards not
involving Shares, shall be available again for grant under the Plan. Moreover, if the
Option Price of any Option granted under the Plan or the tax withholding requirements with
respect to any Award granted under the Plan are satisfied by tendering Shares to the
Company (by either actual delivery or by attestation), or if an SAR is exercised, only the
number of Shares issued, net of the Shares tendered, if any, will be deemeddelivered for
purposes of determining the maximum number of Shares available for delivery under the
Plan. The maximum number of Shares available for issuance under the Plan shall not be
reduced to reflect any dividends or dividend equivalents that are reinvested into
additional Shares or credited as additional Restricted Stock, Restricted Stock Units,
Performance Shares, or Stock-Based Awards. In addition, the Committee, in its discretion,
may establish any other appropriate methodology for calculating the number of Shares
issued pursuant to the Plan. The Shares available for issuance under the Plan may be
authorized and unissued Shares or treasury Shares. 



        Unless
and until the Committee determines that an Award to a Covered Employee shall not be
designed to qualify as Performance-Based Compensation, the following limits (“Award
Limits”) shall apply to grants of such Awards under the Plan: 




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	 	        (a)       Options.
The maximum aggregate number of Shares that may be granted in                the form of
Options, pursuant to any Award granted in any one Fiscal Year to any                one
Participant shall be six hundred thousand (600,000).  







	 	        (b)       SARs.
The maximum aggregate number of Shares that may be granted in the                form of
Stock Appreciation Rights, pursuant to any Award granted in any one                Fiscal
Year to any one Participant shall be six hundred thousand (600,000).  







	 	        (c)       Restricted
Stock/ Restricted Stock Units. The maximum aggregate grant                with
respect to Awards of Restricted Stock/Restricted Stock Units granted in any
               one Fiscal Year to any one Participant shall be six hundred thousand
(600,000)                Shares.  







	 	        (d)       Performance
Shares/ Performance Units. The maximum aggregate Award of                Performance
Shares or Performance Units that a Participant may receive in any                one
Fiscal Year shall be six hundred thousand (600,000) Shares, or equal to the
               value of six hundred thousand (600,000) Shares determined as of the date
of                vesting or payout, as applicable.  







	 	        (e)       Cash-Based
Awards. The maximum aggregate amount awarded or credited with                respect
to Cash-Based Awards to any one Participant in any one Fiscal Year may                not
exceed one million two hundred thousand dollars ($1,200,000) determined as
               of the date of vesting or payout, as applicable.  







	 	        (f)       Stock
Awards. The maximum aggregate grant with respect to Awards of
               Stock-Based Awards in any one Fiscal Year to any one Participant shall be
six                hundred thousand (600,000) Shares.  







        4.2       
Adjustments in Authorized Shares. In the event of any corporate event or
transaction (including, but not limited to, a change in the Shares of the Company or the
capitalization of the Company) such as a merger, consolidation, reorganization,
recapitalization, separation, stock dividend, stock split, reverse stock split, split up,
spin-off, or other distribution of stock or property of the Company, combination of
securities, exchange of securities, dividend in kind, or other like change in capital
structure or distribution (other than normal cash dividends) to shareholders of the
Company, or any similar corporate event or transaction, the Committee, in its sole
discretion, in order to prevent dilution or enlargement of Participants’ rights under
the Plan, may substitute or adjust, in an equitable manner, as applicable, the number and
kind of Shares that may be issued under the Plan, the number and kind of Shares subject to
outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the
Award Limits, the limit on issuing Awards other than Options granted with an Option Price
equal to at least the FMV of a Share on the date of grant or Stock Appreciation Rights
with a Grant Price equal to at least the FMV of a Share on the date of grant, and other
value determinations applicable to outstanding Awards. 




7 









        Appropriate
adjustments may also be made by the Committee in the terms of any Awards under the Plan to
reflect such changes or distributions and to modify any other terms of outstanding Awards
on an equitable basis, including modifications of performance goals and changes in the
length of Performance Periods. The determination of the Committee as to the foregoing
adjustments, if any, shall be conclusive and binding on Participants under the Plan. 



        Subject
to the provisions of Article 15 and any applicable law or regulatory requirement, without
affecting the number of Shares reserved or available hereunder, the Committee may
authorize the issuance, assumption, substitution, or conversion of Awards under this Plan
in connection with any merger, consolidation, acquisition of property or stock, or
reorganization, upon such terms and conditions as it may deem appropriate. Additionally,
the Committee may amend the Plan, or adopt supplements to the Plan, in such manner as it
deems appropriate to provide for such issuance, assumption, substitution, or conversion,
all without further action by the Company’s shareholders. 




ARTICLE 5. 




ELIGIBILITY AND
PARTICIPATION 



        5.1       
     Eligibility.  Individuals eligible to participate in the Plan include all Employees. 





        5.2       
Actual Participation. Subject to the provisions of the Plan, the Committee may from
time to time, select from all eligible Employees, those to whom Awards shall be granted
and shall determine the nature and amount of each Award. 




ARTICLE 6. 




STOCK OPTIONS 



        6.1       
Grant of Options. Subject to the terms and provisions of the Plan, Options may be
granted to Participants in such number, and upon such terms, and at any time and from time
to time as shall be determined by the Committee. In addition, ISOs may not be granted
following the ten (10) year anniversary of the Board’s adoption of the Plan, which is
May 20, 2003. 



        6.2       
Award Agreement. Each Option grant shall be evidenced by an Award Agreement that
shall specify the Option Price, the duration of the Option, the number of Shares to which
the Option pertains, the conditions upon which an Option shall become vested and
exercisable, and such other provisions as the Committee shall determine which are not
inconsistent with the terms of the Plan. The Award Agreement also shall specify whether
the Option is intended to be an ISO or a NQSO. 



        6.3       
Option Price. The Option Price for each grant of an Option under this Plan shall be
determined by the Committee and shall be specified in the Award Agreement. The Option
Price may include (but not be limited to) an Option Price based on one hundred percent
(100%) of the FMV of the Shares on the date of grant, an Option Price that is either set
at a discount or premium to the FMV of the Shares on the date of grant, or is indexed to
the FMV of the Shares on the date of grant, with the index determined by the Committee, in
its discretion, however, if the Option is an ISO the Option Price must be at least equal
to one hundred percent (100%) of the FMV of the Shares on the date of grant. 




8 









        6.4       
Duration of Options. Each Option granted to a Participant shall expire at such time
as the Committee shall determine at the time of grant; provided, however, no Option shall
be exercisable later than the tenth (10th) anniversary date of its grant. Notwithstanding
the foregoing, for Options granted to Participants outside the United States, the
Committee has the authority to grant Options that have a term greater than ten (10) years. 



        6.5       
Exercise of Options. Options granted under this Article 6 shall be exercisable at
such times and be subject to such restrictions and conditions as the Committee shall in
each instance approve, which need not be the same for each grant or for each Participant. 



        6.6       
Payment. Options granted under this Article 6 shall be exercised by the delivery of
a written notice of exercise to the Company, setting forth the number of Shares with
respect to which the Option is to be exercised, accompanied by full payment for the
Shares. 



        The
Option Price upon exercise of any Option shall be payable to the Company in full either:
(a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation)
previously acquired Shares having an aggregate FMV at the time of exercise equal to the
total Option Price (provided, however, if the Company is accounting for the Options using
APB Opinion 25, the Shares that are tendered must have been held by the Participant for at
least six (6) months prior to their tender to satisfy the Option Price or have been
purchased on the open market); (c) by a combination of (a) and (b); or (d) any other
method approved by the Committee in its sole discretion at the time of grant and as set
forth in the Award Agreement. 



        The
Committee also may allow cashless exercise as permitted under the Federal Reserve
Board’s Regulation T, subject to applicable securities law restrictions, or by any
other means which the Committee determines to be consistent with the Plan’s purpose
and applicable law. 



        Subject
to Section 6.7 and any governing rules or regulations, as soon as practicable after
receipt of a written notification of exercise and full payment, the Company shall deliver
to the Participant, Share certificates or evidence of book entry Shares, in an appropriate
amount based upon the number of Shares purchased under the Option(s). 



        Unless
otherwise determined by the Committee, all payments under all of the methods indicated
above shall be paid in United States dollars. 



        6.7       
Restrictions on Share Transferability. The Committee may impose such restrictions
on any Shares acquired pursuant to the exercise of an Option granted under this Article 6
as it may deem advisable, including, without limitation, requiring the Participant to hold
the Shares acquired pursuant to exercise for a specified period of time, restrictions
under applicable federal securities laws, under the requirements of any stock exchange or
market upon which such Shares are then listed and/or traded, and under any blue sky or
state securities laws applicable to such Shares. 




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        6.8       
Termination of Employment. Each Participant’s Award Agreement shall set forth
the extent to which the Participant shall have the right to exercise the Option following
termination of the Participant’s employment with the Company, its Affiliates, and/or
its Subsidiaries. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with each Participant,
need not be uniform among all Options issued pursuant to this Article 6, and may reflect
distinctions based on the reasons for termination. 




        6.9       Transferability
of Options. 





	 	        (a)       Incentive
Stock Options. No ISO granted under the Plan may be sold,                transferred,
pledged, assigned, or otherwise alienated or hypothecated, other                than by
will or by the laws of descent and distribution. Further, all ISOs                granted
to a Participant under this Article 6 shall be exercisable during his or
               her lifetime only by such Participant.  







	 	        (b)       Nonqualified
Stock Options. Except as otherwise provided in a                Participant’s
Award Agreement, no NQSO granted under this Article 6 may be                sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated,
               other than by will or by the laws of descent and distribution. Further,
except                as otherwise provided in a Participant’s Award Agreement, all
NQSOs granted                to a Participant under this Article 6 shall be exercisable
during his or her                lifetime only by such Participant.  







        6.10       
Notification of Disqualifying Disposition. The Participant will notify the Company
upon the disposition of Shares issued pursuant to the exercise of an ISO. The Company will
use such information to determine whether a disqualifying disposition as described in
Section 421(b) of the Code has occurred. 



        6.11       
Prohibition on Repricing Without Shareholder Approval. Notwithstanding any
provision in this Plan to the contrary, without the prior approval of the Company’s
shareholders, Options issued under the Plan will not be repriced, replaced, or regranted
through cancellation, or by lowering the exercise price of a previously granted Option. 




ARTICLE 7. 




STOCK APPRECIATION
RIGHTS 



        7.1       
Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted
to Participants at any time and from time to time as shall be determined by the Committee.
The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms
of SARs. 




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        Subject
to the terms and conditions of the Plan, the Committee shall have complete discretion in
determining the number of SARs granted to each Participant and, consistent with the
provisions of the Plan, in determining the terms and conditions pertaining to such SARs. 



        The
SAR Grant Price for each grant of a Freestanding SAR shall be determined by the Committee
and shall be specified in the Award Agreement. The SAR Grant Price may include (but not be
limited to) a Grant Price based on one hundred percent (100%) of the FMV of the Shares on
the date of grant, a Grant Price that is either set at a discount or premium to the FMV of
the Shares on the date of grant, or is indexed to the FMV of the Shares on the date of
grant, with the index determined by the Committee, in its discretion. The Grant Price of
Tandem SARs shall be equal to the Option Price of the related Option. 



        7.2       
SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall
specify the Grant Price, the term of the SAR, and such other provisions as the Committee
shall determine. 



        7.3       
Term of SAR. The term of an SAR granted under the Plan shall be determined by the
Committee, in its sole discretion, and except as determined otherwise by the Committee and
specified in the SAR Award Agreement, no SAR shall be exercisable later than the tenth
(10th) anniversary date of its grant. Notwithstanding the foregoing, for SARs granted to
Participants outside the United States, the Committee has the authority to grant SARs that
have a term greater than ten (10) years. 



        7.4       
Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever
terms and conditions the Committee, in its sole discretion, imposes upon them. 



        7.5       
Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares
subject to the related Option upon the surrender of the right to exercise the equivalent
portion of the related Option. A Tandem SAR may be exercised only with respect to the
Shares for which its related Option is then exercisable. 



        Notwithstanding
any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in
connection with an ISO: (a) the Tandem SAR will expire no later than the expiration of the
underlying ISO; (b) the value of the payout with respect to the Tandem SAR may be for no
more than one hundred percent (100%) of the difference between the Option Price of the
underlying ISO and the FMV of the Shares subject to the underlying ISO at the time the
Tandem SAR is exercised; and (c) the Tandem SAR may be exercised only when the FMV of the
Shares subject to the ISO exceeds the Option Price of the ISO. 



        7.6       
Payment of SAR Amount. Upon the exercise of an SAR, a Participant shall be entitled
to receive payment from the Company in an amount determined by multiplying: 



	 	        (a)                 The
difference between the FMV of a Share on the date of exercise over the Grant
          Price; by  







	 	        (b)                 The
number of Shares with respect to which the SAR is exercised.  








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        At
the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares
of equivalent value, in some combination thereof, or in any other manner approved by the
Committee at its sole discretion. The Committee’s determination regarding the form of
SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR. 



        7.7       
Termination of Employment. Each Award Agreement shall set forth the extent to which
the Participant shall have the right to exercise the SAR following termination of the
Participant’s employment with the Company, its Affiliates, and/or its Subsidiaries.
Such provisions shall be determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with Participants, need not be uniform among
all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination. 



        7.8       
Nontransferability of SARs. Except as otherwise provided in a Participant’s
Award Agreement, no SAR granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, except as otherwise provided in a Participant’s
Award Agreement, all SARs granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant. 



        7.9       
Other Restrictions. The Committee shall impose such other conditions and/or
restrictions on any Shares received upon exercise of an SAR granted pursuant to the Plan
as it may deem advisable. This includes, but is not limited to, requiring the Participant
to hold the Shares received upon exercise of an SAR for a specified period of time. 



        7.10       
Substituting SARs. In the event the Company no longer uses APB Opinion 25 to
account for equity compensation and is required to or elects to expense the cost of stock
options pursuant to FAS 123 (or a successor standard), the Committee shall have the
ability to substitute, without receiving Participant permission, SARs paid only in stock
for outstanding Options; provided, the terms of the substituted stock SARs are the same as
the terms for the stock options and the difference between the Fair Market Value of the
underlying Shares and the Grant Price of the SARs is equivalent to the difference between
the Fair Market Value of the underlying Shares and the Option Price of the Options. If
this provision creates adverse accounting consequences for the Company as determined in
the sole discretion of the Committee, it shall be considered null and void. 



        7.11       
Prohibition on Repricing SARs Without Shareholder Approval. Notwithstanding any
provision in this Plan to the contrary, without the prior approval of the Company’s
shareholders, SARs issued under the Plan will not be repriced, replaced, or regranted
through cancellation, or by lowering the exercise price of a previously granted SAR. 




12 










ARTICLE 8. 




RESTRICTED STOCK AND
RESTRICTED STOCK UNITS 



        8.1       
Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and
provisions of the Plan, the Committee, at any time and from time to time, may grant Shares
of Restricted Stock and/or Restricted Stock Units to Participants in such amounts, as the
Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock
except that no Shares are actually awarded to the Participant on the date of grant. 



        8.2       
Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or
Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify
the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of
Restricted Stock Units granted, and such other provisions as the Committee shall
determine. 



        8.3       
Transferability. Except as provided in this Article 8, the Shares of Restricted
Stock and/or Restricted Stock Units granted herein may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the applicable Period of
Restriction established by the Committee and specified in the Award Agreement (and in the
case of Restricted Stock Units until the date of delivery or other payment), or upon
earlier satisfaction of any other conditions, as specified by the Committee, in its sole
discretion, and set forth in the Award Agreement. All rights with respect to the
Restricted Stock and/or Restricted Stock Units granted to a Participant under the Plan
shall be available during his or her lifetime only to such Participant. 



        8.4       
Other Restrictions. The Committee shall impose such other conditions and/or
restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant
to the Plan as it may deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock or each
Restricted Stock Unit, restrictions based upon the achievement of specific performance
goals, time-based restrictions on vesting following the attainment of the performance
goals, time-based restrictions, restrictions under applicable federal or state securities
laws, or any holding requirements or sale restrictions placed on the Shares by the Company
upon vesting of such Restricted Stock or Restricted Stock Units. 



        To
the extent deemed appropriate by the Committee, the Company may retain the certificates
representing Shares of Restricted Stock in the Company’s possession until such time
as all conditions and/or restrictions applicable to such Shares have been satisfied or
lapse. 



        Except
as otherwise provided in this Article 8, Shares of Restricted Stock covered by each
Restricted Stock Award shall become freely transferable by the Participant after all
conditions and restrictions applicable to such Shares have been satisfied or lapse, and
Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares
as the Committee, in its sole discretion shall determine. 




13 









        8.5       
Certificate Legend. In addition to any legends placed on certificates pursuant to
Section 8.4 herein, each certificate representing Shares of Restricted Stock granted
pursuant to the Plan may bear a legend such as the following: 



        The
sale or other transfer of the shares of stock represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to certain restrictions on
transfer as set forth in the Coeur d’Alene Mines Corporation 2003 Long-Term Incentive
Plan, and in the associated Restricted Stock Award Agreement. A copy of the Plan and such
Restricted Stock Award Agreement may be obtained from the Coeur d’Alene Mines
Corporation. 



        8.6       
Voting Rights. To the extent permitted or required by law, as determined by the
Committee, Participants holding Shares of Restricted Stock granted hereunder may be
granted the right to exercise full voting rights with respect to those Shares during the
Period of Restriction. A Participant shall have no voting rights with respect to any
Restricted Stock Units granted hereunder. 



        8.7       
Dividends and Other Distributions. During the Period of Restriction, Participants
holding Shares of Restricted Stock or Restricted Stock Units granted hereunder may, if the
Committee so determines, be credited with dividends paid with respect to the underlying
Shares or dividend equivalents while they are so held in a manner determined by the
Committee in its sole discretion. The Committee may apply any restrictions to the
dividends or dividend equivalents that the Committee deems appropriate. The Committee, in
its sole discretion, may determine the form of payment of dividends or dividend
equivalents, including cash, Shares, Restricted Stock, or Restricted Stock Units. 



        8.8       
Termination of Employment. Each Award Agreement shall set forth the extent to which
the Participant shall have the right to retain Restricted Stock and/or Restricted Stock
Units following termination of the Participant’s employment with the Company, its
Affiliates, and/or its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered into with
each Participant, need not be uniform among all Shares of Restricted Stock or Restricted
Stock Units issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination. 



        8.9       
Section 83(b) Election. The Committee may provide in an Award Agreement that the
Award of Restricted Stock is conditioned upon the Participant making or refraining from
making an election with respect to the Award under Section 83(b) of the Code. If a
Participant makes an election pursuant to Section 83(b) of the Code concerning a
Restricted Stock Award, the Participant shall be required to file promptly a copy of such
election with the Company. 




ARTICLE 9. 




PERFORMANCE SHARES AND
PERFORMANCE UNITS 



        9.1       
Grant of Performance Shares and Performance Units. Subject to the terms of the
Plan, Performance Shares and/or Performance Units may be granted to Participants in such
amounts and upon such terms, and at any time and from time to time, as shall be determined
by the Committee. 




14 









        9.2       
Value of Performance Shares and Performance Units. Each Performance Share shall
have an initial value equal to the FMV of a Share on the date of grant. Each Performance
Unit shall have an initial value that is established by the Committee at the time of
grant. The Committee shall set performance goals in its discretion which, depending on the
extent to which they are met, will determine the value and/or number of Performance
Shares/ Performance Units that will be paid out to the Participant. 



        9.3       
Earning of Performance Shares and Performance Units. Subject to the terms of this
Plan, after the applicable Performance Period has ended, the holder of Performance Shares/
Performance Units shall be entitled to receive payout on the value and number of
Performance Shares/ Performance Units earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding
performance goals have been achieved. Notwithstanding the foregoing, the Company has the
ability to require the Participant to hold the Shares received pursuant to such Award for
a specified period of time. 



        9.4       
Form and Timing of Payment of Performance Shares and Performance Units. Payment of
earned Performance Shares/ Performance Units shall be as determined by the Committee and
as evidenced in the Award Agreement. Subject to the terms of the Plan, the Committee, in
its sole discretion, may pay earned Performance Shares/ Performance Units in the form of
cash or in Shares (or in a combination thereof) equal to the value of the earned
Performance Shares/ Performance Units at the close of the applicable Performance Period.
Any Shares may be granted subject to any restrictions deemed appropriate by the Committee.
The determination of the Committee with respect to the form of payout of such Awards shall
be set forth in the Award Agreement pertaining to the grant of the Award. 



        9.5       
Dividends and Other Distributions. At the discretion of the Committee, Participants
holding Performance Shares may be entitled to receive dividend equivalents with respect to
dividends declared with respect to the Shares. Such dividends may be subject to the
accrual, forfeiture, or payout restrictions as determined by the Committee in its sole
discretion. 



        9.6       
Termination of Employment. Each Award Agreement shall set forth the extent to which
the Participant shall have the right to retain Performance Shares and/or Performance Units
following termination of the Participant’s employment with the Company, its
Affiliates, and/or its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered into with
each Participant, need not be uniform among all Awards of Performance Shares or
Performance Units issued pursuant to the Plan, and may reflect distinctions based on the
reasons for termination. 



        9.7       
Nontransferability. Except as otherwise provided in a Participant’s Award
Agreement, Performance Shares/ Performance Units may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, except as otherwise provided in a Participant’s
Award Agreement, a Participant’s rights under the Plan shall be exercisable during
his or her lifetime only by such participant. 




15 










ARTICLE 10. 




CASH-BASED AWARDS AND
STOCK-BASED AWARDS 



        10.1       
Grant of Cash-Based Awards. Subject to the terms of the Plan, Cash-Based Awards may
be granted to Participants in such amounts and upon such terms, and at any time and from
time to time, as shall be determined by the Committee. 



        10.2       
Value of Cash-Based Awards. Each Cash-Based Award shall have a value as may be
determined by the Committee. The Committee may establish performance goals in its
discretion. If the Committee exercises its discretion to establish performance goals, the
number and/or value of Cash-Based Awards that will be paid out to the Participant will
depend on the extent to which the performance goals are met. 



        10.3       
Earning of Cash-Based Awards. Subject to the terms of this Plan, the holder of
Cash-Based Awards shall be entitled to receive payout on the number and value of
Cash-Based Awards earned by the Participant, to be determined as a function of the extent
to which applicable performance goals, if any, have been achieved. 



        10.4       
Form and Timing of Payment of Cash-Based Awards. Payment of earned Cash-Based
Awards shall be as determined by the Committee and as evidenced in the Award Agreement.
Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned
Cash-Based Awards in the form of cash or in Shares (or in a combination thereof) that have
an aggregate FMV equal to the value of the earned Cash-Based Awards. Such Shares may be
granted subject to any restrictions deemed appropriate by the Committee. The determination
of the Committee with respect to the form of payout of such Awards shall be set forth in
the Award Agreement pertaining to the grant of the Award. 



        10.5       
Stock-Based Awards. The Committee may grant other types of equity-based or
equity-related Awards (including the grant or offer for sale of unrestricted Shares) in
such amounts and subject to such terms and conditions, as the Committee shall determine.
Payment of earned Stock-Based Awards shall be as determined by the Committee and as
evidenced in the Award Agreement. Such Awards may entail the transfer of actual Shares to
Participants, or payment in cash or otherwise of amounts based on the value of Shares and
may include, without limitation, Awards designed to comply with or take advantage of the
applicable local laws of jurisdictions other than the United States. The determination of
the Committee with respect to the form of payout of such Awards shall be set forth in the
Award Agreement pertaining to the grant of the Award. 



        10.6       
Termination of Employment. Each Award Agreement shall set forth the extent to which
the Participant shall have the right to receive Cash-Based Awards and Stock-Based Awards
following termination of the Participant’s employment with the Company, its
Affiliates, and/or its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered into with
each Participant, need not be uniform among all Awards of Cash-Based Awards and
Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the
reasons for termination. 




16 









        10.7       
Nontransferability. Except as otherwise provided in a Participant’s Award
Agreement, Cash-Based Awards and Stock-Based Awards may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, except as otherwise provided in a Participant’s
Award Agreement, a Participant’s rights under the Plan shall be exercisable during
the Participant’s lifetime only by the Participant. 




ARTICLE 11. 




PERFORMANCE MEASURES 



        Unless
and until the Committee proposes for shareholder vote and the shareholders approve a
change in the general Performance Measures set forth in this Article 11, the performance
goals upon which the payment or vesting of an Award to a Covered Employee that is intended
to qualify as Performance-Based Compensation shall be limited to the following Performance
Measures: 



	 	        (a)                      Earnings
per share (actual or targeted growth);  







	 	        (b)                      Economic
valued added (EVA);  







	 	        (c)                      Net
income after capital costs;  







	 	        (d)                      Net
income (before or after taxes);  







	 	        (e)                      Return
measures (including, but not limited to, return on average assets, return
               on capital, return on equity, or cash-flow return measures);  







	 	        (f)                      Stock
price (including, but not limited to, growth measures and total
               shareholder return);  







	 	        (g)                      Expense
targets;  







	 	        (h)                      Margins;  







	 	        (i)                      Production
levels;  







	 	        (j)                      Cash
cost per ounce of production;  







	 	        (k)                      Earnings
before interest, tax, depreciation, and amortization;  







	 	        (l)                      Capital
budget targets; and  








17 









	 	        (m)                      Budget
target measures.  







        Any
Performance Measure(s) may be used to measure the performance of the Company as a whole or
any business unit of the Company or any combination thereof, as the Committee may deem
appropriate, or any of the above Performance Measures as compared to the performance of a
group of comparator companies, or published or special index that the Committee, in its
sole discretion, deems appropriate, or the Company may select Performance Measure (f)
above as compared to various stock market indices. The Committee also has the authority to
provide for accelerated vesting of any Award based on the achievement of performance goals
pursuant to the Performance Measures specified in this Article 11. 



        The
Committee may provide in any such Award that any evaluation of performance may include or
exclude any of the following events that occurs during a Performance Period: (a) asset
write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes
in tax laws, accounting principles, or other laws or provisions affecting reported
results; (d) any reorganization and restructuring programs; (e) extraordinary nonrecurring
items as described in Accounting Principles Board Opinion No. 30 and/or in
management’s discussion and analysis of financial condition and results of operations
appearing in the Company’s annual report to shareholders for the applicable year; (f)
acquisitions or divestitures; and (g) foreign exchange gains and losses. To the extent
such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed
in a form that meets the requirements of Code Section 162(m) for deductibility. 



        Awards
that are designed to qualify as Performance-Based Compensation, and that are held by
Covered Employees, may not be adjusted upward. The Committee shall retain the discretion
to adjust such Awards downward. 



        In
the event that applicable tax and/or securities laws change to permit Committee discretion
to alter the governing Performance Measures without obtaining shareholder approval of such
changes, the Committee shall have sole discretion to make such changes without obtaining
shareholder approval. In addition, in the event that the Committee determines that it is
advisable to grant Awards that shall not qualify as Performance-Based Compensation, the
Committee may make such grants without satisfying the requirements of Code Section 162(m). 




ARTICLE 12. 




BENEFICIARY DESIGNATION 



        A
Participant’s “beneficiary” is the person or persons entitled to receive
payments or other benefits or exercise rights that are available under the Plan in the
event of the Participant’s death. A Participant may designate a beneficiary or change
a previous beneficiary designation at any time by using forms and following procedures
approved by the Committee for that purpose. If no beneficiary designated by the
Participant is eligible to receive payments or other benefits or exercise rights that are
available under the Plan at the Participant’s death the beneficiary shall be the
Participant’s estate. 




18 









        Notwithstanding
the provisions above, the Committee may in its discretion, after notifying the affected
Participants, modify the foregoing requirements, institute additional requirements for
beneficiary designations, or suspend the existing beneficiary designations of living
Participants or the process of determining beneficiaries under this Article 12, or both.
If the Committee suspends the process of designating beneficiaries on forms and in
accordance with procedures it has approved pursuant to this Article 12, the determination
of who is a Participant’s beneficiary shall be made under the Participant’s will
and applicable state law. 




ARTICLE 13. 




DEFERRALS AND SHARE
SETTLEMENTS 



        Notwithstanding
any other provision under the Plan, the Committee may permit or require a Participant to
defer such Participant’s receipt of the payment of cash or the delivery of Shares
that would otherwise be due to such Participant by virtue of the exercise of an Option or
SAR, or with respect to the lapse or waiver of restrictions with respect to Restricted
Stock or Restricted Stock Units or the satisfaction of any requirements or performance
goals with respect to Performance Shares, Performance Units, Cash-Based Awards, or
Stock-Based Awards. If any such deferral election is required or permitted, the Committee
shall, in its sole discretion, establish rules and procedures for such payment deferrals. 




ARTICLE 14. 




RIGHTS OF EMPLOYEES 



        14.1       
Employment. Nothing in the Plan or an Award Agreement shall interfere with or limit
in any way the right of the Company, its Affiliates, and/or its Subsidiaries to terminate
any Participant’s employment or other service relationship at any time, nor confer
upon any Participant any right to continue in the capacity in which he or she is employed
or otherwise serves the Company, its Affiliates, and/or its Subsidiaries. 



        Neither
an Award nor any benefits arising under this Plan shall constitute part of an employment
contract with the Company, its Affiliates, and/or its Subsidiaries and, accordingly,
subject to Articles 3 and 16, this Plan and the benefits hereunder may be terminated at
any time in the sole and exclusive discretion of the Committee without giving rise to
liability on the part of the Company, its Affiliates, and/or its Subsidiaries for
severance payments. 



        For
purposes of the Plan, transfer of employment of a Participant between the Company, its
Affiliates, and/or its Subsidiaries shall not be deemed a termination of employment.
Additionally, the Committee shall have the ability to stipulate in a Participant’s
Award Agreement that a transfer to a company that is spun-off from the Company shall not
be deemed a termination of employment with the Company for purposes of the Plan until the
Participant’s employment is terminated with the spun-off company. 




19 









        14.2       
Participation. No Employee shall have the right to be selected to receive an Award
under this Plan, or, having been so selected, to be selected to receive a future Award. 



        14.3       
Rights as a Shareholder. A Participant shall have none of the rights of a
shareholder with respect to Shares covered by any Award until the Participant becomes the
record holder of such Shares. 




ARTICLE 15. 




CHANGE IN CONTROL 



        Upon
the occurrence of a Change in Control, unless otherwise specifically prohibited under
applicable laws, or by the rules and regulations of any governing governmental agencies or
national securities exchanges, or unless the Committee shall determine otherwise in the
Award Agreement: 



	 	        (a)                      Any
and all Options and SARs granted hereunder shall become immediately
               exercisable; additionally, if a Participant’s employment is
terminated for                any other reason except Cause within twelve (12) months of
such Change in                Control, the Participant shall have until the earlier of:
(i) twelve (12) months                following such termination date; or (ii) the
expiration of the Option or SAR                term, to exercise any such Option or SAR;  







	 	        (b)                      Any
Period of Restriction for Restricted Stock and Restricted Stock Units
               granted hereunder that have not previously vested shall end, and such
Restricted                Stock and Restricted Stock Units shall become fully vested;  







	 	        (c)                      The
target payout opportunities attainable under all outstanding Awards which
               are subject to achievement of any of the Performance Measures specified in
               Article 11, or any other performance conditions or restrictions that the
               Committee has made the Award contingent upon, shall be deemed to have been
               earned as of the effective date of the Change in Control, and such Awards
               treated as follows:  







	 	        (i)                      The
vesting of all such Awards denominated in Shares shall be accelerated as of
               the effective date of the Change in Control, and there shall be paid out
to                Participants a pro rata number of Shares based upon an assumed
achievement of                all relevant targeted performance goals and upon the length
of time within the                Performance Period, if any, that has elapsed prior to
the Change in Control. The                Committee has the authority to pay all or any
portion of the value of the Shares                in cash.  







	 	        (ii)                      All
such Awards denominated in cash shall be paid pro rata to Participants with
               the proration determined as a function of the length of time within the
               Performance Period, if any, that has elapsed prior to the Change in
Control, and                based on an assumed achievement of all relevant targeted
performance goals.  








20 









		    (d)                             Subject
to Article 16, herein, the Committee shall have the authority to make                any
modifications to the Awards as determined by the Committee to be appropriate
               before the effective date of the Change in Control.  








ARTICLE 16. 




AMENDMENT,
MODIFICATION, SUSPENSION, AND TERMINATION 



        16.1       
Amendment, Modification, Suspension, and Termination. [Subject to Section 6.11],
the Committee or Board may, at any time and from time to time, alter, amend, modify,
suspend, or terminate the Plan in whole or in part. No amendment of the Plan shall be made
without shareholder approval if shareholder approval is required by law, regulation, or
stock exchange rule. 



        16.2       
Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.
The Committee may make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4.2 hereof) affecting the Company or the
financial statements of the Company or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent unintended dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan. The determination of the
Committee as to the foregoing adjustments, if any, shall be conclusive and binding on
Participants under the Plan. 



        16.3       
Awards Previously Granted. Notwithstanding any other provision of the Plan to the
contrary, no termination, amendment, suspension, or modification of the Plan shall
adversely affect in any material way any Award previously granted under the Plan, without
the written consent of the Participant holding such Award. 




ARTICLE 17. 




WITHHOLDING 



        17.1       
Tax Withholding. The Company shall have the power and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient to
satisfy federal, state, and local taxes, domestic or foreign (including the
Participant’s FICA obligation), required by law or regulation to be withheld with
respect to any taxable event arising or as a result of this Plan. 




21 









        17.2       
Share Withholding. With respect to withholding required upon the exercise of
Options or SARs, upon the lapse of restrictions on Restricted Stock or Restricted Stock
Units, or upon the achievement of performance goals related to Performance Shares, or any
other taxable event arising as a result of Awards granted hereunder, Participants may
elect, subject to the approval of the Committee, to satisfy the withholding requirement,
in whole or in part, by having the Company withhold Shares having a FMV of a Share on the
date the tax is to be determined equal to the tax that could be imposed on the
transaction, except that if the Company is using APB Opinion 25 to account for equity
awards in its financial statements, the amount of tax shall not exceed the minimum
statutory total tax that could be imposed on the transaction. All elections shall be
irrevocable, made in writing, and signed by the Participant, and shall be subject to any
restrictions or limitations that the Committee, in its sole discretion, deems appropriate. 




ARTICLE 18. 




SUCCESSORS 



        All
obligations of the Company under the Plan with respect to Awards granted hereunder, shall
be binding on any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company. 




ARTICLE 19. 




GENERAL PROVISIONS 



        19.1       
Forfeiture Events. The Committee may specify in an Award Agreement that the
Participant’s rights, payments, and benefits with respect to an Award shall be
subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of
certain specified events, in addition to any otherwise applicable vesting or performance
conditions of an Award. Such events shall include, but shall not be limited to,
termination of employment for Cause, violation of material Company, Affiliate, and/or
Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive
covenants that may apply to the Participant, or other conduct by the Participant that is
detrimental to the business or reputation of the Company, its Affiliates, and/or its
Subsidiaries. 



        19.2       
Legend. The certificates for Shares may include any legend that the Committee deems
appropriate to reflect any restrictions on transfer of such Shares. 



        19.3       
Delivery of Title. The Company shall have no obligation to issue or deliver
evidence of title for Shares issued under the Plan prior to: 



	 	        (a)                      Obtaining
any approvals from governmental agencies that the Company determines                are
necessary or advisable; and  







	 	        (b)                      Completion
of any registration or other qualification of the Shares under any
               applicable national or foreign law or ruling of any governmental body that
the                Company determines to be necessary or advisable.  








22 









        19.4       
Investment Representations. The Committee may require each Participant receiving
Shares pursuant to an Award under this Plan to represent and warrant in writing that the
Participant is acquiring the Shares for investment and without any present intention to
sell or distribute such Shares. 



        19.5       
Employees Based Outside of the United States. Notwithstanding any provision of the
Plan to the contrary, in order to comply with the laws in other countries in which the
Company, its Affiliates, and/or its Subsidiaries operate or have Employees, the Committee,
in its sole discretion, shall have the power and authority to: 



	 	        (a)                      Determine
which Affiliates and Subsidiaries shall be covered by the Plan;  







	 	        (b)                      Determine
which Employees outside the United States are eligible to participate                in
the Plan;  







	 	        (c)                      Modify
the terms and conditions of any Award granted to Employees outside the
               United States to comply with applicable foreign laws;  







	 	        (d)                      Establish
subplans and modify exercise procedures and other terms and                procedures, to
the extent such actions may be necessary or advisable. Any                subplans and
modifications to Plan terms and procedures established under this                Section
19.5 by the Committee shall be attached to this Plan document as
               appendices; and  







	 	        (e)                      Take
any action, before or after an Award is made that it deems advisable to
               obtain approval or comply with any necessary local government regulatory
               exemptions or approvals.  







        Notwithstanding
the above, the Committee may not take any actions hereunder, and no Awards shall be
granted, that would violate the Exchange Act, the Code, any securities law, or governing
statute or any other applicable law. 



        19.6       
Uncertificated Shares. To the extent that the Plan provides for issuance of
certificates to reflect the transfer of Shares, the transfer of such Shares may be
effected on a noncertificated basis, to the extent not prohibited by applicable law or the
rules of any stock exchange. 



        19.7       
Unfunded Plan. Participants shall have no right, title, or interest whatsoever in
or to any investments that the Company, its Affiliates, and/or its Subsidiaries may make
to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Company, its Affiliates, and/or its
Subsidiaries and any Participant, beneficiary, legal representative, or any other person.
To the extent that any person acquires a right to receive payments from the Company, its
Affiliates, and/or its Subsidiaries under the Plan, such right shall be no greater than
the right of an unsecured general creditor of the Company. All payments to be made
hereunder shall be paid from the general funds of the Company and no special or separate
fund shall be established and no segregation of assets shall be made to assure payment of
such amounts except as expressly set forth in the Plan. The Plan is not intended to be
subject to ERISA. 




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        19.8       
No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to
the Plan or any Award. The Committee shall determine whether cash, Awards, or other
property shall be issued or paid in lieu of fractional Shares or whether such fractional
Shares or any rights thereto shall be forfeited or otherwise eliminated. 




ARTICLE 20. 




LEGAL CONSTRUCTION 



        20.1       
Gender and Number. Except where otherwise indicated by the context, any masculine
term used herein also shall include the feminine, the plural shall include the singular,
and the singular shall include the plural. 



        20.2       
Severability. In the event any provision of the Plan shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts
of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included. 



        20.3       
Requirements of Law. The granting of Awards and the issuance of Shares under the
Plan shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may be
required. The Company shall receive the consideration required by law for the issuance of
Awards under the Plan. 



        The
inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained. 



        20.4       
Securities Law Compliance. The Company may use reasonable endeavors to register
Shares allotted pursuant to the exercise of an Award with the United States Securities and
Exchange Commission or to effect compliance with the registration, qualification, and
listing requirements of any national or foreign securities laws, stock exchange, or
automated quotation system. With respect to Insiders, transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its successors under
the Exchange Act. To the extent any provision of the Plan or action by the Committee fails
to so comply, it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee. 



        20.5       
Governing Law. The Plan and each Award Agreement shall be governed by the laws of
the State of Idaho, excluding any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of the Plan to the substantive law of
another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an
Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the
federal or state courts of Idaho, to resolve any and all issues that may arise out of or
relate to the Plan or any related Award Agreement. 





















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