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EXHIBIT 4.4




RESTATED AND AMENDED ARTICLES OF INCORPORATION

OF

COEUR D’ALENE MINES CORPORATION




          Pursuant to the provisions of Section 30-1-1007 of the Idaho Business Corporation Act,
the undersigned corporation, pursuant to resolutions duly adopted by its board of directors and
shareholders, hereby adopts the following restated and amended articles of incorporation:



ARTICLE I




          That the name of said corporation shall be “COEUR D’ALENE MINES CORPORATION.”



ARTICLE II




                    (a) The corporation is authorized to issue two classes of shares of capital stock to
be designated, respectively, “common stock” and “preferred stock”. The total number of such shares
which the corporation shall have the authority to issue shall be 160 million. The total number of
shares of common stock authorized to be issued shall be 150 million shares, $0.01 par value per
share, and the total number of shares of preferred stock authorized to be issued shall be 10
million shares, $1.00 par value per share.




                    (b) The shares of preferred stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to establish from time to time by resolution of
resolutions the number of shares to be included in each such series, and to fix the designation,
powers, preferences and relative participating, optional, conversion and other special rights of
the shares of each such series and the qualifications, limitations or restrictions thereof,
including but not limited to the fixing or alteration of the dividend rights, dividend rate or
rates, conversion rights, voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued
series of shares of preferred stock, or any or all of them, all to the fullest extent now or
hereafter permitted by the Idaho Business Corporation Act; and to increase or decrease the
authorized number of shares of any series subsequent to the issue of shares of that series. In case
the number of shares of any series shall be so decreased, the shares constituting such decrease
shall resume the status which they had prior to the adoption of the resolution originally fixing
the number of shares of such series. No vote of the holders of the common stock or preferred stock
shall, unless otherwise provided in the resolutions adopted by the Board of Directors creating any
particular series of preferred stock, be a prerequisite to the issuance of any shares of any series
of the preferred stock authorized by and complying with the conditions of this Article.




                    (c) Holders of the corporation’s common stock shall have no preemptive rights to
acquire unissued or treasury shares or securities convertible into such shares of the corporation’s
capital stock or carrying a right to subscribe to or acquire shares. Holders of the corporation’s
preferred stock shall have no preemptive rights to acquire unissued or treasury shares of the
corporation’s capital stock or carrying a right to subscribe to acquire shares, except to the
extent provided


 









 







under the resolution or resolutions adopted by the Board of Directors, creating any particular
series of such preferred stock.




ARTICLE III




          The street address of the corporation’s registered office is 505 Front Avenue, Coeur
d’Alene, Idaho 83814 and the name of its registered agent at that address is Dennis E. Wheeler.



ARTICLE IV




          The name and address of each incorporator is Joseph R. Gunn of Spokane, Washington,
George Turner of Spokane, Washington, R.W. Nuzum of Spokane, Washington and Fred T. Fudge of
Kellogg, Idaho.



ARTICLE V




               Section 1. Vote Required for Certain Business Combinations



                         A. Higher Vote for Certain Business Combinations. In addition to any
affirmative vote required by law or these Articles of Incorporation, and except as otherwise
expressly provided in Section 2 of this Article V:




                                   (i) any merger or consolidation of the Company or any Subsidiary (as
hereinafter defined) with (a) any Interested Shareholder (as hereinafter defined) or (b) any other
corporation or other person (whether or not itself an Interested Shareholder) which is, or after
such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested
Shareholder; or



                                   (ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any Interested Shareholder
or any Affiliate of any Interested Shareholder of any assets of the Company or any Subsidiary (in
one transaction or a series of transactions) of any securities of the Company or any Subsidiary to
any Interested Shareholder or any Affiliate of any Interested Shareholder in exchange for cash,
securities or other property (or a combination thereof) having an aggregate Fair Market Value of
$20 million or more; or



                                   (iii) the issuance or transfer by the Company or any Subsidiary (in one
transaction or a series of transactions) of any securities of the Company or any Subsidiary to any
Interested Shareholder or any Affiliate of any Interested Shareholder in exchange for cash,
securities or other property (or a combination thereof) having an aggregate Fair Market Value of
$20 million or more; or



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                                   (iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Company proposed by or on behalf of an Interested Shareholder or any Affiliate
of any Interested Shareholder; or



                                   (v) any reclassification of securities (including any reverse stock
split), or recapitalization of the Company, or any merger or consolidation of the Company with any
of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an
Interested Shareholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or convertible securities of
the Company or any Subsidiary which is directly or indirectly owned by any Interested Shareholder
or any Affiliate of any Interested Shareholder;


shall require the affirmative vote of the holders of at least 80% of the shares of Common Stock of
the Company entitled to vote generally in the election of directors (the “Common Stock”). Such
affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a
lesser percentage may be specified, by law or in any agreement.




                         B. Definition of “Business Combination”. The term “Business Combination” as
used in this Article V shall mean any transaction which is referred to in any one or more of
clauses (i) through (v) of paragraph A of this Section 1.




               Section 2. When Higher Vote is Not Required. The provisions of Section 1 of this
Article V shall not be applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote as is required by law and any other provision
of these Articles of Incorporation, if all of the conditions specified in either of the following
paragraphs A and B are met:



                         A. Approval by Continuing Directors. The Business Corporation shall have been
approved by a majority of the Continuing Directors (as hereinafter defined).




                         B. Price and Procedure Requirements. All of the following conditions shall have
been met:




                                   (i) The aggregate amount of the cash and the Fair Market Value (as
hereinafter defined) as of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of Common Stock in such Business
Combination shall be at least equal to the higher of the following:



                                             (a) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested
Shareholder for any shares of Common Stock acquired by it (1) within the two-year period
immediately prior to the first public announcement of the proposal of the Business Combination (the
“Announcement Date”) or (2) in the transaction in which it became an Interested Shareholder,
whichever is higher; and



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                                             (b) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the Interested Shareholder became an Interested
Shareholder (such latter date is referred to in this Article V as the “Determination Date”),
whichever is higher.



                                   (ii) The consideration to be received by holders of the Common Stock shall
be in cash or in the same form as the Interested Shareholder has previously paid for shares of such
Common Stock. If the Interested Shareholder has paid for shares of Common Stock with varying forms
of consideration, the form of consideration for such Common Stock shall be either cash or the form
used to acquire the largest number of shares of such Common Stock previously acquired by it.



                                   (iii) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have received the benefit, directly or
indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges
or other financial assistance or any tax credits or other tax advantages provided by the Company,
whether in anticipation of or in connection with such Business Combination or otherwise.



                                   (iv) A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange Act of 1934 and the
rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or
regulations) shall be mailed to public shareholders of the Company at least 30 days prior to the
consummation of such Business Combination (whether or not such proxy or information statement is
required to be mailed pursuant to such Act or subsequent provisions).



               Section 3. Certain Definitions. For the purposes of this Article V:



                         A. A “person” shall mean any individual, firm, corporation or other entity.




                         B. “Interested Shareholder” shall mean any person (other than the Company or
any Subsidiary of the Company) which:




                                   (i) is the beneficial owner, directly or indirectly, of more than 10% of
the outstanding shares of the Company’s Common Stock; or



                                   (ii) is an Affiliate of the Company and at any time within the two-year
period immediately prior to the date in question was the beneficial owner, directly or indirectly,
of 10% or more of the then outstanding Common Stock; or



                                   (iii) is an assignee of or has otherwise succeeded to any shares of Common
Stock which were at any time within the two-year period immediately prior to the date in question
beneficially owned by any Interested Shareholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933;


provided, however, that a person shall not be an Interested Shareholder if such person became the
beneficial owner of more than 10% of the Company’s Common Stock prior to April 3, 1985.




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                         C. A person shall be a “beneficial owner” of any Common Stock:




                                   (i) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or



                                  (ii) which such person or any of its Affiliates or Associates has (a) the
right to acquire (whether such right is exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or



                                   (iii) which are beneficially owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or Associates has any agreement, arrangement
or understanding or the purpose of acquiring, holding, voting or disposing of any shares of Common
Stock.



                         D. For the purpose of determining whether a person is an Interested Shareholder
pursuant to paragraph B of this Section 3, the number of shares of Common Stock deemed to be
outstanding shall include shares deemed owned through application of paragraph C of this Section 3
but shall not include any other shares of Common Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.




                         E. “Affiliate” or “Associate” shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as in effect on April 3, 1985.




                         F. “Subsidiary” means any corporation of which a majority of any class of
equity security is owned, directly or indirectly, by the Company, provided, however, that for the
purposes of the definition of Interested Shareholder, set forth in paragraph B of this Section 3,
the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the Company.




                         G. “Continuing Director” means any member of the Board of Directors of the
Company (the “Board”) who is unaffiliated with the Interested Shareholder and was a member of the
Board prior to the time that the Interested Shareholder became an Interested Shareholder, and any
successor of a Continuing Director who is unaffiliated with the Interested Shareholder and is
recommended to succeed a Continuing Director by the majority of Continuing Directors than on the
Board.







                        H. “Fair Market Value” means: (i) in the case of stock, the highest closing sale
price during the 30-day period immediately preceding the date in question of a share of such stock
on the Composite Tape for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such




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exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day
period preceding the date in question on the National Association of Securities Dealers, Inc.
Automated Quotations System or any system then in use, or if no such quotations are available, the
fair market value on the date in question of a share of such stock as determined by the Board in
good faith; and (ii) in the case of property other than cash or stock, the fair market value of
such property on the date in question as determined by the Board in good faith.




                             I. In the event of any Business Combination in which the Company survives, the
phrase “other consideration to be received” as used in paragraph B(i) of Section 2 of this
Article V shall include the shares of Common Stock retained by the holders of such shares.



                    Section 4. Powers of the Board of Directors. A majority of the directors of the
Company shall have the power and duty to determine for the purposes of this Article V, on the basis
of information known to it after reasonable inquiry, (A) whether a person is an Interested
Shareholder, (B) the number of shares of Common Stock beneficially owned by any person, (C) whether
a person is an Affiliate or Associate of another and (D) whether the assets which are the subject
of any Business Combination have, or the consideration to be received for the issuance or transfer
of securities by the Company or any Subsidiary in any Business Combination has, an aggregate Fair
Market Value of $20 million or more. Any such determination made in good faith shall be binding and
conclusive on all parties.




                    Section 5. No Effect on Fiduciary Obligations of Interested Shareholders. Nothing
contained in this Article V shall be construed to relieve any Interested Shareholder from any
fiduciary obligation imposed by law.




                    Section 6. Amendment, Repeal, etc. Notwithstanding any other provision of or the
By-Laws of the Company (and notwithstanding the fact that a lesser percentage may be specified by
law, these Articles of Incorporation or the By-Laws of the Company), the affirmative vote of the
holders of 80% or more of the outstanding shares of the Company’s Common Stock shall be required to
amend or repeal, or adopt any provisions inconsistent with this Article V.




ARTICLE VI




          The personal liability of a director of the corporation to the corporation or its
shareholders for money damages for any action taken, or any failure to take any action, as a
director, shall be eliminated; provided, however, that the liability of a director shall not be
eliminated for (i) the amount of a financial benefit received by a director to which he is not
entitled, (ii) an intentional infliction of harm on the corporation or the shareholders, (iii) a
violation of Section 30-1-833 of the Idaho Business Corporation Act, or (iv) an intentional
violation of criminal law.



ARTICLE VII




          The corporation shall be obligated to indemnify any individual who is a party to a
proceeding because he is a director of the corporation against liability to any person for action
taken, or any



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failure to take any action, as a director, and expenses incurred in the proceeding to the fullest
extent provided by law in accordance with Section 30-1-851(1)(b) of the Idaho Business Corporation
Act, except liability for (i) receipt of a financial benefit to which he is not entitled, (ii) an
intentional infliction of harm on the corporation or its shareholders, (iii) a violation of
Section 30-1-833 of the Idaho Business Corporation Act, or (iv) an intentional violation of
criminal law.



          The foregoing Restated and Amended Articles of Incorporation, which include amendments to
the Articles of Incorporation, correctly set forth the provisions of the Articles of Incorporation
as heretofore and hereby amended, and supersede the original Articles of Incorporation and all
previous amendments thereto.




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