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AUDIT COMMITTEE CHARTER

Purpose

The Audit Committee (the Committee) is appointed by the Board
of Directors (the Board) of Silver Standard Resources Inc. (Silver Standard)
to assist the Board in monitoring:

| | (1) | the integrity of the financial statements of Silver
      Standard;                             
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| |     |                                                                                                 
| | (2) | the independent auditors qualifications and
      independence;                                
| |     |                                                                                                 
| | (3) | the performance of Silver Standards internal audit
      function and independent auditors; and
| |     |                                                                                                 
| | (4) | the compliance by Silver Standard with legal and
      regulatory requirements.                 

Committee Membership

The members of the Committee shall be appointed by the Board of
Directors. The Committee shall be composed of not less than three members of the
Board. Each member shall be independent in accordance with applicable law,
including the rules and regulations of the Securities and Exchange Commission,
the rules of the Nasdaq Stock Market and instruments of the Canadian Securities
Administrators (see Appendix A for definitions of independence). All of
the members of the Audit Committee shall also meet the experience requirements
of the Securities Exchange Act of 1934(the Exchange Act) and the rules
and regulations of the Securities and Exchange Commission. At least one member
of the Audit Committee shall be a financial expert as defined by the
Securities and Exchange Commission, unless otherwise determined by the Board.

The Chair of the Committee shall be designated by the Board.
Committee members serve at the pleasure of the Board, and Committee members may
be replaced by the Board.

Meetings

The Committee shall meet as often as it determines, but not
less frequently than quarterly, unless otherwise determined by the Board.

Meetings may be with representatives of the independent
auditors, and appropriate members of management, all either individually or
collectively as may be required by the Committee.

| | - 1 - | March, 2011
| | ----- | -----------

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The independent auditors will have direct access to the
Committee at their own initiative.

The Committee will report periodically its findings and
recommendations to the Board.

Audit Committee Authority and Responsibilities

Responsibilities and powers of the Committee include:

- Annual review and revision of this Charter as necessary with the approval
  of the Board.
- Determining, as a committee of the Board, the selection, appointment,
  evaluation, fees and, if necessary, replacement of the independent auditors,
  subject to the approval of the shareholders of Silver Standard.
- Approving the appropriate audit engagement fees and the funding for payment
  of the independent auditors compensation and any advisors retained by the
  Committee.
- Ensuring that the auditors report directly to the Committee and are made
  accountable to the Committee and the Board, as representatives of the
  shareholders to whom the auditors are ultimately responsible.
- Confirming the independence of the auditors, which will require receipt
  from the auditors of a formal written statement delineating all relationships
  between the auditors and Silver Standard and any other factors that might
  affect the independence of the auditors and reviewing and discussing with the
  auditors any significant relationships and other factors identified in the
  statement. The Committee will report to the Board its conclusions on the
  independence of the auditors and the basis for these conclusions.
- Ensuring that the independent auditors are prohibited from providing the
  following non-audit services and determining which other non-audit services
  the independent auditors are prohibited from providing:
- bookkeeping or other services related to the accounting records or
  financial statements of Silver Standard;
- financial information systems design and implementation;
- appraisal or valuation services, fairness opinions, or contribution-
  in-kind reports;

| | - 2 - | March, 2011
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- actuarial services;
- internal audit outsourcing services;
- management functions or human resources;
- broker or dealer, investment adviser or investment banking services;
- legal services and expert services unrelated to the audit; and
- any other services which the Public Company Accounting Oversight Board and
  Canadian Public Accountability Board determine to be impermissible.
- Preapproving any permissible non-audit engagements of the independent
  auditors, subject to the de minimus exceptions for non-audit services
  described in Section 10A(i)(1)(B) (see Appendix B) of the Exchange Act which
  are approved by the Committee prior to the completion of the audit.
- Meeting with the auditors and financial management of Silver Standard to
  review the scope of the proposed audit for the current year, and the audit
  procedures to be used.
- Reviewing with management and the independent auditors:
- Silver Standards annual financial statements and related footnotes,
  managements discussion and analysis and the annual information form, for the
  purpose of recommending approval by the Board prior to its release, and
  ensuring that:
- management has reviewed the audited financial statements with the
  Committee, including significant judgments affecting the financial statements;
- the members of the Committee have discussed among themselves, without
  management or the independent auditors present, the information disclosed to
  the Committee;
- the Committee has received the assurance of both financial management and
  the independent auditors that Silver Standards financial statements are
  fairly presented in conformity with Canadian generally accepted accounting standards (GAAP), and as of 2011, the International Financial
Reporting Standards (IFRS) in all material respects, including a
reconciliation of significant measurement differences between Canadian and
United States GAAP;

| | - 3 - | March, 2011
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- Any significant changes required in the independent auditors audit plan
  and any serious issues with management regarding the audit; and
- Other matters related to the conduct of the audit that are to be
  communicated to the Committee under GAAP or IFRS, as applicable.
- Reviewing with the independent auditors and management the adequacy and
  effectiveness of the financial and accounting controls of Silver Standard.
- Establishing procedures: (i) for receiving, handling and retaining of
  complaints received by Silver Standard regarding accounting, internal
  controls, or auditing matters, and (ii) for employees to submit confidential
  anonymous concerns regarding questionable accounting or auditing matters.
- Reviewing with the independent auditors any audit problems or difficulties
  and managements response and resolving disagreements between management and
  the auditors.
- Making inquires of management and the independent auditors to identify
  significant business, political, financial and control risks and exposures and
  assess the steps management has taken to minimize such risk to Silver
  Standard.
- Assessing the overall process for identifying principal business,
  political, financial and control risks and providing its views on the
  effectiveness of this process to the Board.
- Ensuring that the disclosure of the process followed by the Board and its
  committees, in the oversight of Silver Standards management of principal
  business risks, is complete and fairly presented.
- Reviewing of confirmation of compliance with Silver Standards policies on
  internal controls, conflicts of interests, ethics, foreign corrupt practice,
  etc.

| | - 4 - | March, 2011
| | ----- | -----------

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- Reviewing with financial management and, to the extent it deems necessary
  or appropriate, the independent auditors interim financial information for the
  purpose of recommending approval by the Board prior to its release.
- At least annually obtaining and reviewing a report prepared by the
  independent auditors describing (i) the auditors internal quality-control
  procedures; and (ii) any material issues raised by the most recent internal
  quality-control review, or peer review, of the auditors, or by any inquiry of
  investigation by governmental or professional authorities, within the
  preceding five years, respecting one or more independent audits carried out by
  the auditors, and any steps taken to deal with any such issues.
- Setting clear hiring policies for employees or former employees of the
  independent auditors.
- Ensuring the rotation of the lead (or coordinating) audit partner having
  primary responsibility for the audit and the audit partner responsible for
  reviewing the audit as required by law. Consider whether, in order to assure
  continuing auditor independence, it is appropriate to adopt a policy of
  rotating the independent auditing firm on a regular basis.
- Engaging independent counsel and other advisors if the Committee determines
  such advisors are necessary to assist the Committee in carrying out its
  duties.
- Reporting annually to the shareholders in Silver Standards Management
  Information Circular prepared for the annual and general meeting of
  shareholders on the carrying out of its responsibilities under this charter
  and on other matters as required by applicable securities regulatory
  authorities.
- Discussing with management and the independent auditor any correspondence
  with regulators or governmental agencies and any published reports which raise
  material issues regarding Silver Standards financial statements or accounting
  policies.

| | - 5 - | March, 2011
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Appendix A

Independence

The members of the Audit Committee must be independent of
Silver Standard as defined in Section 10A(m)(3) of the Securities Exchange
Act of 1934, Nasdaq Listing Rule 45605(a)(2) and Sections 1.4 and 1.5 of
National Instrument 52-110 of the Canadian Securities Administrators.

Section 10A(m)(3) of theSecurities Exchange Act
of 1934.

In order to be considered to be independent (as defined in
Section 10A(m)(3) of the Securities Exchange Act of 1934) for purposes of
this Charter, a member of the Committee may not, other than in his or her
capacity as a member of the Committee, the board of directors, or any other
board committee:

| | (a) | accept directly or indirectly any consulting, advisory,
      or other compensatory fee from Silver Standard or any of its subsidiaries;
      or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                  
| | (b) | be an affiliated person of Silver Standard or any of its
      subsidiaries.                                                                     

In this Appendix A:

| | (a) | the term affiliateof, or a person affiliatedwith, a specified person, means a person that directly, or indirectly
      through one or more intermediaries, controls, or is controlled by, or is
      under common control with, the person specified.
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| |     |                                                                                                                                                                                                                                                        
| | (b) | a person will be deemed not to be in control of a
      specified person for purposes of this section if the person:                                                                                                                                   
| |     |                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                        
| | (c) | The following persons will be deemed to be
    affiliates:                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                        
| |     | (iii)                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                        
| |     | (iv)                                                                                                                                                                                                                                                   

| | A-1 | March, 2011
| | --- | -----------

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| | (d) | The term control(including the terms
      controlling, controlled byand under common control
      with) means the possession, direct or indirect, of the power to direct
      or cause the direction of the management and policies of a person, whether
      through the ownership of voting securities, by contract, or
    otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | The term indirectacceptance by a member of the
      Committee of any consulting, advisory or other compensatory fee includes
      acceptance of such a fee by a spouse, a minor child or stepchild or a
      child or stepchild sharing a home with the member or by an entity in which
      such member is a partner, member, an officer such as a managing director
      occupying a comparable position or executive officer, or occupies a
      similar position (except limited partners, non-managing members and those
      occupying similar positions who, in each case, have no active role in
      providing services to the entity) and which provides accounting,
      consulting, legal, investment banking or financial advisory services to
      Silver Standard or any of its subsidiaries.

Nasdaq Listing Rule 5605(a)(2)

5605 (a) Definitions

The Rule's reference to the "Company" includes any parent or
subsidiary of the Company.

(2) Independent director means a person other than an
Executive Officer or employee of the Company or any other individual having a
relationship, which, in the opinion of the company's board of directors, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. For purposes of this rule, "Family Member" means
a person's spouse, parents, children and siblings, whether by blood, marriage or
adoption, or anyone residing in such person's home. The following persons shall
not be considered independent:

| | (A) | a director who is, or at any time during the past three
      years was, employed by the company or by any parent or subsidiary of the
      company;                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                         
| | (B) | a director who accepted or who has a Family Member who
      accepted any compensation from the Company in excess of $120,000 during
      any period of twelve consecutive months within the three years preceding
      the determination of independence, other than the
  following:

| | A-2 | March, 2011
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| | (i)   | compensation for board or board committee
  service;                                                              
| | ----- | ------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                   
| | (ii)  | compensation paid to a Family Member who is an employee
      (other than an Executive Officer) of the Company; or
| |       |                                                                                                                   
| | (iii) | benefits under a tax-qualified retirement plan, or non-
      discretionary compensation.                         

Provided, however, that in addition to
the requirements contained in this paragraph (B), audit committee members are
also subject to additional, more stringent requirements under Rule 5605(c)(2).

| | (C) | a director who is a Family Member of an individual who
      is, or at any time during the past three years was, employed by the
      company as an Executive Officer;                                                                                                                                                                                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (D) | a director who is, or has a Family Member who is, a
      partner in, or a controlling Shareholder or an Executive Officer of, any
      organization to which the Company made, or from which the Company
      received, payments for property or services in the current or any of the
      past three fiscal years that exceed 5% of the recipients consolidated
      gross revenues for that year, or $200,000, whichever is more, other than
      the following:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| | (E) | a director of the Company who is, or has a Family Member
      who is, employed as an Executive Officer of another entity where at any
      time during the past three years any of the Executive Officers of the
      Company serve on the compensation committee of such other entity;
  or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                
| | (F) | a director who is, or has a Family Member who is, a
      current partner of the Companys outside auditor, or was a partner or
      employee of the Companys outside auditor who worked on the Companys
      audit at any time during any of the past three
years.                        

| | A-3 | March, 2011
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National Instrument 52-110 of the Canadian Securities
Administrators

1.4 Meaning of Independence

| | (1) | An audit committee member is independent if he or she has
      no direct or indirect material relationship with the issuer.                                                                                                                             
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| |     |                                                                                                                                                                                                                                                          
| | (2) | For the purposes of subsection (1), a material
      relationship is a relationship which could, in the view of the issuer's
      board of directors, be reasonably expected to interfere with the exercise
      of a member's independent judgement.
| |     |                                                                                                                                                                                                                                                          
| | (3) | Despite subsection (2), the following individuals are
      considered to have a material relationship with an issuer:                                                                                                                                   
| |     |                                                                                                                                                                                                                                                          
| |     | (a)                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                          
| |     | (b)                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                          
| |     | (c)                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                          

| | (d) | an individual whose spouse, minor child or stepchild, or
      child or stepchild who shares a home with the individual:
| | --- | ------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                         
| |     | (i)                                                                                                                     
| |     |                                                                                                                         
| |     | (ii)                                                                                                                    
| |     |                                                                                                                         
| |     | (iii)                                                                                                                   

| | A-4 | March, 2011
| | --- | -----------

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| | (e) | an individual who, or whose immediate family member, is
      or has been within the last three years, an executive officer of an entity
      if any of the issuer's current executive officers serves or served at that
      same time on the entity's compensation committee; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                      
| | (f) | an individual who received, or whose immediate family
      member who is employed as an executive officer of the issuer received,
      more than $75,000 in direct compensation from the issuer during any 12
      month period within the last three years.                      

| | (4) | Despite subsection (3), an individual will not be
      considered to have a material relationship with the issuer solely
      because
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                        
| |     | (a)                                                                                                                                    
| |     |                                                                                                                                        
| |     | (b)                                                                                                                                    

| | (5) | For the purposes of clauses (3)(c) and (3)(d), a partner
      does not include a fixed income partner whose interest in the firm that is
      the internal or external auditor is limited to the receipt of fixed
      amounts of compensation (including deferred compensation) for prior
      service with that firm if the compensation is not contingent in any way on
      continued service.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (6) | For the purposes of clause (3)(f), direct compensation
      does not include:                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (a)                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (b)                                                                                                                                                                                                                                                                                                                                                                                                    

| | (7) | Despite subsection (3), an individual will not be
      considered to have a material relationship with the issuer solely because
      the individual or his or her immediate family
member
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A-5 | March, 2011
| | --- | -----------

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| | (a) | has previously acted as an interim chief executive
      officer of the issuer, or                                                                         
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                            
| | (b) | acts, or has previously acted, as a chair or vice-chair
      of the board of directors or of any board committee of the issuer on a
      part-time basis.

| | (8) | For the purpose of section 1.4, an issuer includes a
      subsidiary entity of the issuer and a parent of the
  issuer.
| | --- | ------------------------------------------------------------------------------------------------------------------------

1.5 Additional Independence Requirements

| | (1) | Despite any determination made under section 1.4, an
      individual who
| | --- | -------------------------------------------------------------------------
| |     |                                                                          
| |     | (a)                                                                      
| |     |                                                                          
| |     | (b)                                                                      

is considered to have a material
relationship with the issuer.

| | (2) | For the purposes of subsection (1), the indirect
      acceptance by an individual of any consulting, advisory or other
      compensatory fee includes acceptance of a fee by
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                               
| |     | (a)                                                                                                                                                                           
| |     |                                                                                                                                                                               
| |     | (b)                                                                                                                                                                           

| | A-6 | March, 2011
| | --- | -----------

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| | (3) | For the purposes of subsection (1), compensatory fees do
      not include the receipt of fixed amounts of compensation under a
      retirement plan (including deferred compensation) for prior service with
      the issuer if the compensation is not contingent in any way on continued
      service.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A-7 | March, 2011
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