COEUR D ALENE MINES CORP
S-8, 1995-06-12
SILVER ORES
Previous: FIDELITY COMMONWEALTH TRUST, N-30D, 1995-06-12
Next: UNITED COMPANIES FINANCIAL CORP, S-3MEF, 1995-06-12


As filed with the Securities and Exchange Commission on June 12, 1995
                                         Registration No. 33-
- -------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                        Coeur d'Alene Mines Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                              59-0763055
   -------------------------------         ----------------------------
   (State or other jurisdiction of         (IRS Employer Identification
   incorporation or organization)                    Number)

              400 Coeur d'Alene Mines Building, Post Office Box I
                  505 Front Avenue, Coeur D'Alene, Idaho 83814
          -----------------------------------------------------------
          (Address of Principal Executive Offices including Zip Code)

     Coeur d'Alene Mines Corporation Executive Compensation Program (Annual
   Incentive Plan, Long-Term Incentive Plan and Long-Term Performance Plan);
   Coeur d'Alene Mines Corporation Non-Employee Directors' Stock Option Plan
   -------------------------------------------------------------------------
                             (Full title of plans)

                               Dennis E. Wheeler
                Chairman, President and Chief Executive Officer
                        Coeur d'Alene Mines Corporation
                        400 Coeur d'Alene Mines Building
                               Post Office Box I
                                505 Front Avenue
                           Coeur d'Alene Idaho 83814
                                 (208) 667-3511
           ---------------------------------------------------------
           (Name, address and telephone number of agent for service)

                                   Copies to:

                              Arthur H. Bill, Esq.
                        Freedman, Levy, Kroll & Simonds
                   1050 Connecticut Avenue, N.W. (Suite 825)
                             Washington, D.C. 20036


Pursuant  to Rule  429  under  the  Securities  Act of 1933,  this  Registration
Statement also relates to Registration Statement No. 33-638.
                                       

                        CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
 Title of       Amount                       Proposed Maximum
 Securities      to be     Proposed Maximum      Aggregate       Amount of
   to be      registered    Offering Price     Offering Price   Registration
Registered        (1)        Per Share (2)           (2)            Fee
- --------------------------------------------------------------------------------
Common Stock,   700,000       $19.25             $13,475,000     $4,646.55
$1.00 par value  shares
- --------------------------------------------------------------------------------
(1) Plus an indeterminate  number of shares of Common Stock that may be issuable
by reason of stock splits, stock dividends or similar transactions in accordance
with Rule 416 under the Securities Act of 1933.

(2) The  amounts  are based upon the average of the high and low sale prices for
the Common Stock as reported on the New York Stock  Exchange on June 6, 1995 and
are used solely for the purpose of calculating the  registration fee pursuant to
paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of 1933.


                                       1
<PAGE>
                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS

     The information called for in Part I of Form S-8 is not being filed with or
included  in this Form S-8 (by  incorporation  by  reference  or  otherwise)  in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the "SEC").


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents previously filed by Coeur d'Alene Mines Corporation
(the  "Company")  (SEC  File  No.  1-8641)  with  the  Securities  and  Exchange
Commission  pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
are incorporated in this Registration  Statement by reference and deemed to be a
part hereof:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
1994.

     2. The Company's Quarterly Report on Form 10-Q for the quarters ended March
31, 1995.

     3. The description of the Company's Common Stock, par value $1.00 per share
(the "Common Stock"),  contained in the Company's Registration Statement on Form
S-1 in File No.  33-36645,  as filed on August 31, 1990 under the Securities Act
of 1933 (the "Securities Act").

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered hereby have been sold or which deregisters all such
securities  then remaining  unsold,  shall be deemed to be  incorporated in this
Registration  Statement  by  reference  and to be a part hereof from the date of
filing of such documents; provided, however, that the documents enumerated above
or subsequently  filed by the Company pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Exchange  Act in each year during  which the offering  made by this
Registration  Statement  is in effect  prior to the  filing  with the SEC of the
Company's  Annual  Report on Form 10-K  covering  such year  shall not be deemed
incorporated by reference in this Registration Statement and shall not be a part
hereof from and after the filing of such Annual Report on Form 10-K.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.


                                       2
<PAGE>

     The Company hereby  undertakes to provide without charge to each person who
has  received  a copy of the  prospectus  to which this  Registration  Statement
relates,  upon the written or oral request of any such person,  a copy of any or
all the documents that have been or may be  incorporated  by reference into this
Registration  Statement,  other than  exhibits to such  documents  (unless  such
exhibits are incorporated therein by reference).

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Under Title 30,  Section  30-1-5 of the Idaho Code and Article  XIII of the
Registrant's By-Laws, the Registrant's directors and officers may be indemnified
against certain  liabilities  which they may incur in their  capacities as such.
The Registrant also has an officers' and directors'  liability insurance policy.
Article XIII of the Registrant's By-Laws provides as follows:

          (a). The corporation  shall indemnify any person who was or is a party
     or is threatened to be made a party to any threatened, pending or completed
     action, suit or proceedings,  whether civil, criminal,  administrative,  or
     investigative  (other than an action by or in the right of the corporation)
     by reason of the fact that he is or was a  Director,  officer,  employee or
     agent  of the  corporation,  or is or was  serving  at the  request  of the
     corporation  as  a  Director,   officer,   employee  or  agent  of  another
     corporation, partnership, joint venture, trust or other enterprise, against
     expenses (including attorneys' fees), judgments,  fines and amounts paid in
     settlement  actually and reasonably incurred by him in connection with such
     action,  suit or  proceedings  if he acted in good faith and in a manner he
     reasonably  believed to be in or not opposed to the best  interests  of the
     corporation,  and, with respect to any criminal action or proceedings,  had
     no reasonable cause to believe his conduct was unlawful. The termination of
     any action, suit or proceeding by judgment, order, settlement,  conviction,
     or upon a plea of nolo contendee or its  equivalent,  shall not, of itself,
     create a  presumption  that the  person  did not act in good faith and in a
     manner  which he  reasonably  believed  to be in or not opposed to the best
     interests of the  corporation,  and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that his conduct was unlawful.

          (b). A corporation shall indemnify any person who was or is a party or
     is  threatened to be made a party to any  threatened,  pending or completed
     action or suit by or in the right of the  corporation to procure a judgment
     in its favor by reason of the fact that he is or was a  Director,  officer,
 

                                       3

<PAGE>

     employee or agent of the  corporation,  or is or was serving at the request
     of the  corporation  as a Director,  officer,  employee or agent of another
     corporation,  partnership, joint venture, trust or other enterprise against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     him in connection  with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he  reasonably  believed to be in or
     not opposed to the best  interests  of the  corporation  and except that no
     indemnification  shall be made in respect of any claim,  issue or matter as
     to which such person shall have been  adjudged to be liable for  negligence
     or misconduct in the performance of his duty to the corporation  unless and
     only to the extent  that the court in which such action or suit was brought
     shall  determine  upon  application  that,   despite  the  adjudication  of
     liability  but in view of all  circumstances  of the case,  such  person is
     fairly and  reasonably  entitled to indemnity for such expenses  which such
     court shall deem proper.

          (c). To the extent that a  Director,  officer,  employee or agent of a
     corporation  has been  successful  on the merits or otherwise in defense of
     any  action,  suit or  proceeding  referred  to in  subsections  (a) or (b)
     hereof,  or in defense of any claim,  issue or matter therein,  he shall be
     indemnified  against  expenses  (including  attorneys'  fees)  actually and
     reasonably incurred by him in connection therewith.

          (d). Any indemnification  under subsections (a) or (b) of this section
     (unless  ordered  by a  court)  shall  be made by the  corporation  only as
     authorized in the specific case upon a determination  that  indemnification
     of the Director,  officer, employee or agent is proper in the circumstances
     because  he has met  the  applicable  standard  of  conduct  set  forth  in
     subsections (a) or (b). Such  determination  shall be made (1) by the Board
     of Directors by a majority  vote of a quorum  consisting  of Directors  who
     were not  parties  to such  action,  suit or  proceeding,  or (2) if such a
     quorum is not obtainable,  or, even if obtainable a quorum of disinterested
     Directors,  so directs,  by independent legal counsel in a written opinion,
     or (3) by the shareholders.

          (e).  Expenses  (including  attorneys'  fees)  incurred in defending a
     civil or criminal action,  suit or proceeding be paid by the corporation in
     advance of the final  disposition  of such action,  suit or  proceeding  as
     authorized  in the manner  provided in  subsection  (d) upon  receipt of an
     undertaking by or on behalf of the Director,  officer, employee or agent to
     repay such  amount  unless it shall  ultimately  be  determined  that he is
     entitled  to be  indemnified  by the  corporation  as  authorized  in  this
     section.

          (f). The indemnification  provided by this section shall not be deemed
     exclusive  of any other rights to which those  indemnified  may be entitled
     under  any  by-law,   agreement,  vote  of  shareholders  or  disinterested
     Directors or otherwise,  both as to action in his official  capacity and as
     to action in another capacity while holding such office, and shall continue


                                       4

<PAGE>

     as to a person who has ceased to be a Director,  officer, employee or agent
     and shall inure to the benefit of the heirs,  executors and  administrators
     of such a person.

          (g). The corporation may purchase and maintain  insurance on behalf of
     any  person who is or was a  Director,  officer,  employee  or agent of the
     corporation,  or is or was  serving  at  the  request  of the  corporation,
     partnership, joint venture, trust or other enterprise against any liability
     asserted  against him and  incurred by him in any such  capacity or arising
     out of his status as such,  whether or not the  corporation  would have the
     power to indemnify him against such liability  under the provisions of this
     section;  provided  that banks,  savings and loan  associations  and credit
     unions  chartered  under  the  laws  of the  State  of  Idaho  may  provide
     indemnification only by insurance.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

Exhibit
Number         Description
- -------        -----------

4(a)           Executive Compensation Program. (Incorporated herein by reference
               to Exhibit 10(e) to the Company's  Annual Report on Form 10-k for
               the year ended December 31, 1989; File No. 1-8641.)

4(b)           1989 Long-Term Incentive Plan, as amended.

4(c)           1993  Annual  Incentive  Plan,  as  amended,  and  1993  LongTerm
               Performance Plan, as amended.  (Incorporated  herein by reference
               to Exhibit 10(jj) of the Company's Annual Report on Form 10-k for
               the year ended December 31, 1993.)

4(d)           Non-Employee  Directors'  Stock  Option  Plan  (effective  as  of
               January 1, 1995).

5              Legal  opinion,  dated June 12, 1995, of Freedman, Levy,  Kroll &
               Simonds,  counsel to the  Company,  as to the  legality of shares
               offered.

23(a)          Consent of Ernst & Young LLP.

23(b)          Consent of Freedman, Levy, Kroll & Simonds.  (Included in Exhibit
               5 hereto.)

24             Power  of  Attorney.   (Included   on  signature   page  of  this
               Registration Statement.)

Item 9.   Undertakings.

     1. The Company hereby undertakes:


                                       5
<PAGE>

          (a) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective  amendment thereof) which,  individually,  or in
          the aggregate,  represent a fundamental  change in the information set
          forth in the Registration Statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

     Provided,  however,  that paragraphs (a)(i) and (a)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     2. The Company hereby  undertakes  that, for the purpose of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the SEC such  indemnification  is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling person of the Company in the successful defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in


                                       6

<PAGE>


connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.






                                       7

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Coeur  d'Alene,  State of Idaho on this 7th day of
June, 1995.

                            COEUR D'ALENE MINES CORPORATION


                                 By: /s/DENNIS E. WHEELER
                                     Dennis E. Wheeler
                                     Chairman, President and
                                      Chief Executive Officer


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Dennis E. Wheeler, James A. Sabala and William F.
Boyd his true and lawful  attorneys-in-fact  and agents, each acting alone, with
full powers of  substitution,  for him and in his name,  place and stead, in any
and all  capacities,  to sign any or all  amendments  (including  post-effective
amendments) to this Registration Statement,  and to file the same, with exhibits
thereto,  and other documents in connection  therewith,  with the SEC,  granting
unto said  attorneys-in-fact  and  agents,  each  acting  alone,  full power and
authority  to do and perform to all intents and purposes as he might or could do
in person,  hereby ratifying and confirming all that said  attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes,  may lawfully do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  or  amendment  thereto  has  been  signed  below by the
following persons in the capacities and on the dates indicated:

      Signature                 Title                         Date
      ---------                 -----                         ----

   /s/DENNIS E. WHEELER      Chairman, President,            June 7, 1995
   Dennis E. Wheeler         Chief Executive Officer
                             and Director
                             (Principal Executive Officer)


  /s/JAMES A. SABALA         Senior Vice President-          June 6, 1995
  James A. Sabala            Finance, Treasurer and
                             Director (Principal
                             Financial and Accounting Officer)


                                       8

<PAGE>

  /s/CECIL D. ANDRUS          Director                        June 2, 1995
  Cecil D. Andrus


  /s/JOSEPH C. BENNETT        Director                        June 7, 1995
  Joseph C. Bennett



  /s/JAMES J. CURRAN          Director                        June 5, 1995
  James J. Curran



  /s/DUANE B. HAGADONE        Director                        June 5, 1995
  Duane B. Hagadone



  /s/JAMES A. McCLURE         Director                        June 2, 1995
  James A. McClure



  /s/JEFFREY T. GRADE         Director                        June 7, 1995
  Jeffrey T. Grade


                                       9

<PAGE>



                                 EXHIBIT INDEX

Exhibit
Number         Description
- -------        -----------

4(a)           Executive Compensation Program. (Incorporated herein by reference
               to Exhibit 10(e) to the Company's  Annual Report on Form 10-k for
               the year ended December 31, 1989; File No. 1-8641.)

4(b)           1989 Long-Term Incentive Plan, as amended.

4(c)           1989  Annual  Incentive  Plan,  as  amended,  and  1993  LongTerm
               Performance Plan, as amended.  (Incorporated  herein by reference
               to Exhibit 10(jj) of the Company's Annual Report on Form 10-k for
               the year ended December 31, 1993.)

4(d)           Non-Employee  Directors'  Stock  Option  Plan  (effective  as  of
               January 1, 1995).

5              Legal  opinion,  dated June 12, 1995, of Freedman,  Levy, Kroll &
               Simonds,  counsel to the  Company,  as to the  legality of shares
               offered.

23(a)          Consent of Ernst & Young LLP.

23(b)          Consent of Freedman, Levy, Kroll & Simonds.  (Included in Exhibit
               5 hereto.)

24             Power  of  Attorney.   (Included   on  signature   page  of  this
               Registration Statement.)


                                       10




                                  EXHIBIT 4(b)

                        COEUR D'ALENE MINES CORPORATION

                   1989 LONG-TERM INCENTIVE PLAN, AS AMENDED


Section 1.  Establishment, Purpose, and Effective Date of Plan

     1.1  Establishment. Coeur d'Alene Mines Corporation,  an Idaho corporation,
hereby  amends  and  restates  the  Incentive  Stock  Option  Plan  approved  by
shareholders  on June 19,  1984 as the "COEUR  D'ALENE  MINES  CORPORATION  1989
LONG-TERM  INCENTIVE PLAN" (the "Plan") for key employees.  The Plan permits the
grant of stock options, stock appreciation rights, restricted stock, performance
plan awards, and performance shares.

     1.2  Purpose.  The purpose of the Plan is to advance the  interests  of the
Company,  by encouraging and providing for the acquisition of an equity interest
in the  success  of  the  Company  by key  employees,  by  providing  additional
incentives and motivation  toward  superior  performance of the Company,  and by
enabling  the Company to attract and retain the services of key  employees  upon
whose  judgment,  interest,  and special  effort the  successful  conduct of its
operations is largely dependent.

     1.3  Effective Date. The Plan shall become effective  immediately  upon its
adoption by the Board of  Directors of the Company and its  ratification  by the
shareholders of the Company.


                             Section 2. Definitions

     2.1  Definitions.  Whenever used herein,  the  following  terms shall  have
their respective meanings set forth below:

     (a) "Award" means any Stock Option,  Stock Appreciation Right,  Restricted
          Stock, Performance Plan Award, or Performance Shares granted under the
          Plan.

     (b) "Board" means the Board of Directors of the Company.

     (c)  "Cause"  means  termination  of  employment  on  account of (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 Executive
          substantially  to perform  his or her duties  with the  Company or its
          subsidiaries (other than failure resulting from the Executive's


<PAGE>

          incapacity  due to  physical  or mental  illness),  after a demand for
          substantial  performance is delivered to the Executive by the Board of
          Directors of the Company,  which demand  specifically  identifies  the
          manner in which the  Executive  has not  substantially  performed  his
          duties.

     (d)  "Code" means the Internal Revenue Code of 1986, as amended.

     (e)  "Committee"  means a group of three or more  persons  appointed by the
          Company's Board of Directors from among those members of the Board who
          are not employees of the Company or any of its  subsidiaries,  and who
          are "disinterested  persons" within the meaning of Securities Exchange
          Act of 1934 Rule 16b-3.

     (f)  "Company" means Coeur d'Alene Mines Corporation, an Idaho corporation.

     (g)  "Disability"  means the  inability or  incapacity,  due to physical or
          mental illness, of the Executive to perform his or her duties with the
          Company for a period of three continuous months.

     (h)  "Employee" means a regular salaried employee  (including  officers and
          directors who are also employees) of the Company or its  subsidiaries,
          or any branch or division thereof.

     (i)  "Fair Market Value" means the average of the highest and lowest prices
          of the  Stock as  reported  by the  consolidated  tape of the New York
          Stock  Exchange on a particular  date.  In the event that there are no
          Stock  transactions  on such  date,  the Fair  Market  Value  shall be
          determined as of the  immediately  preceding  date on which there were
          Stock transactions.

     (j)  "Option"  means the right to  purchase  Stock at a stated  price for a
          specified  period of time.  For  purposes of the Plan an Option may be
          either (i) an "Incentive  stock option"  within the meaning of Section
          422A of the Code,  (ii) a  "nonstatutory  stock  option"  or (iii) any
          other type of option encompassed by the Code.

     (k)  "Participant"  means any  individual  designated  by the  Committee to
          participate in the Plan.

                                       2
<PAGE>

     (l)  "Performance Period" means a period determined by the Committee during
          which certain performance goals set by the Committee are to be met.

     (m)  "Performance  Plan Award" means a right to receive a payment according
          to an  established  Cash  Performance  or  Performance  Unit  Plan  as
          determined by the Committee based on performance.

     (n)  "Performance  Share"  means a right to receive a payment  equal to the
          value of a Performance  Share as determined by the Committee  based on
          performance.

     (o)  "Period of Restriction"  means the period during which the transfer of
          shares of Restricted Stock is restricted  pursuant to Section 9 of the
          Plan.

     (p)  "Restricted  Stock" means stock granted to a  Participant  pursuant to
          Section 9 of the Plan.

     (q)  "Retirement"  (including "Early  Retirement" and "Normal  Retirement")
          means termination of employment as defined by the Board.

     (r)  "Stock" means the Common Stock of the Company,  par value of $1.00 per
          share.

     (s)  "Stock  Appreciation  Right"  and "SAR"  mean the  right to  receive a
          payment from the Company  equal to the excess of the Fair Market Value
          of a share of Stock at the date of  exercise  over a  specified  price
          fixed  by the  Committee.  In the case of a Stock  Appreciation  Right
          which is granted in conjunction  with an Option,  the specified  price
          shall be the Option exercise price.

         2.2  Gender and Number. Except when otherwise indicated by the context,
words in the  masculine  gender when used in the Plan shall include the feminine
gender,  the singular shall include the plural, and the plural shall include the
singular.


                    Section 3. Eligibility and Participation

     3.1  Eligibility  and  Participation.  Participants  in the  Plan  shall be
selected by the Committee  from among those  employees who are  recommended  for
participation  by the Chief  Executive  Officer 


                                       3
<PAGE>

and who, in the opinion of the  Committee,  are key  employees  in a position to
contribute  materially to the Company's  continued growth and development and to
its long-term financial success.


                           Section 4. Administration

     4.1   Administration.   The  Committee   shall  be   responsible   for  the
administration  of the Plan.  The  Committee,  by majority  action  thereof,  is
authorized to interpret the Plan,  to  prescribe,  amend,  and rescind rules and
regulations  relating to the Plan,  to provide  for  conditions  and  assurances
deemed  necessary or advisable to protect the  interests of the Company,  and to
make all other  determinations  necessary or advisable for the administration of
the Plan,  but only to the extent not contrary to the express  provisions of the
Plan.  Determinations,  interpretations,  or other  actions made or taken by the
Committee  pursuant to the provisions of the Plan shall be final and binding and
conclusive for all purposes and upon all persons whomsoever.


                        Section 5. Stock Subject to Plan

     5.1  Number.  The total  number of shares of Stock  subject to Awards under
the Plan may not exceed 857,000, subject to adjustment upon occurrence of any of
the events  indicated  in Section  5.3.  Such  amount  includes  357,000  shares
previously  authorized  under the Company's 1984 Incentive Stock Option Plan and
500,000  shares  authorized  by  shareholders  on May 9, 1995.  The shares to be
delivered  under the Plan may consist,  in whole or in part, of  authorized  but
unissued shares of treasury stock, not reserved for any other purpose.

     5.2  Lapsed Awards. If any Award granted under the Plan terminates, expires
or lapses for any  reason,  any shares  subject  to such  Award  again  shall be
available for the grant of an Award.

     5.3.  Adjustment  in  Capitalization.  In the  event of any  change  in the
outstanding  shares of Stock that occurs after  ratification  of the Plan by the
shareholders   of  the  Company  by  reason  of  a  Stock   dividend  or  split,
recapitalization,  merger,  consolidation,  combination,  exchange of shares, or
other similar corporate change,  the aggregate number of shares of Stock subject
to  each  outstanding   Option,   Restricted  Stock,   Performance  Plan  Award,
Performance Share or SAR, and its stated price, shall be adjusted  appropriately
by the Committee,  whose determination shall be conclusive;  provided,  however,
that  fractional  shares shall be rounded to the nearest  whole  share.  In such
event,  the  Committee  also  shall  have  the  discretion  to make  appropriate
adjustments  in the number and type of shares  that remain  available  under the
Plan pursuant to Sections 5.1 and 5.2.


                                       4
<PAGE>
                          Section 6. Duration of Plan

     6.1  Duration  of Plan.  The Plan shall  remain in  effect,  subject to the
Board's right to earlier terminate the Plan pursuant to Section 14 hereof, until
all Stock  subject to it shall have been  purchased or acquired  pursuant to the
provisions hereof.  Notwithstanding the foregoing, no Award may be granted under
the Plan on or after the tenth (10th) anniversary of the Plan's effective date.


                            Section 7. Stock Options

     7.1  Grant of  Options.  Subject to the terms and  conditions  of the Plan,
Options  may be  granted  to  Participants  at any time and from time to time as
shall  be  determined  by the  Committee.  The  Committee  shall  have  complete
discretion in determining the number of Options granted to each Participant. The
Committee  may  grant  any type of  Option to  purchase  Company  Stock  that is
permitted by law at the time of grant. In no event, however, shall the aggregate
Fair Market  Value  (determined  at the time the Option is granted) of the Stock
with respect to which incentive stock options are exercisable for the first time
by a Participant in any calendar year exceed  $100,000.  Nor shall any incentive
stock option be granted to any person who owns,  directly or  indirectly,  Stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company.  Nothing in this Section 7 of the Plan shall be
deemed to prevent  the grant of  nonstatutory  stock  options  in amounts  which
exceed the maximum established by Section 422A of the Code.

     7.2  Option  Agreement.  Each  Option  shall  be  evidenced  by  an  Option
agreement that shall specify the type of Option granted,  the Option price,  the
duration  of the  Option,  the  number of  shares  of Stock to which the  Option
pertains, and such other provisions as the Committee shall determine.

     7.3  Option Price.  The purchase price of each share of Stock subject to an
Option  shall be  fixed by the  Committee.  In the  case of an  incentive  stock
option,  this price shall not be less than 100% of the Fair Market  Value at the
time the Option is granted and shall not be less than the par value thereof.  In
the case of a  nonqualified  stock option,  the purchase price shall not be less
than 80% of the Fair Market Value on the date of grant.

     7.4  Duration of  Options.  Each  Option  shall  expire at such time as the
Committee shall determine at the time it is granted, provided,  however, that no
Option  shall be  exercisable  later than ten years and one day from the date of
its grant.

     7.5  Exercise  of  Options.   Options  granted  under  the  Plan  shall  be
exercisable at such times and be subject to such  restrictions and conditions as
the Committee shall in each instance


                                       5
<PAGE>
approve,  which need not be the same for all Participants.  Each Option which is
intended to qualify as an incentive stock option pursuant to Section 422A of the
Code shall comply with the applicable  provisions of the Code pertaining to such
Options.

     7.6  Payment. The purchase price of Stock upon exercise of any Option shall
be paid in full (a) in cash, (b) in Stock valued at its Fair Market Value on the
date of exercise,  (c) by requesting  the Company to withhold from the number of
shares of Stock  otherwise  issuable  upon exercise of the Option that number of
shares of Stock  having an  aggregate  Fair Market Value on the date of exercise
equal  to the  Option  price  for all of the  shares  of Stock  subject  to such
exercise,  or (d) by a combination thereof, in the manner provided in the Option
agreement.  Certificates  for such shares tendered in payment shall be in a form
for good delivery and, if the certificates  were issued pursuant to the exercise
of an incentive  stock option,  the optionee must have held the tendered  shares
for at least one year.  The Committee in its sole  discretion may permit payment
of the  purchase  price upon  exercise of any Option to be made by  delivering a
properly  executed notice together with irrevocable  instructions to a broker to
promptly  deliver to the Company the amount of sale or loan  proceeds to pay the
exercise price. The proceeds from payment of Option prices shall be added to the
general funds of the Company and shall be used for general corporate purposes.

     7.7  Restrictions on Stock Transferability. The Committee shall impose such
restrictions  on any shares of Stock  acquired  pursuant  to the  exercise of an
Option under the Plan as it may deem advisable,  including,  without limitation,
restrictions  under applicable Federal securities law, under the requirements of
any stock exchange upon which such shares of Stock are then listed and under any
blue sky or state securities laws applicable to such shares.

     7.8  Termination of Employment Due to Death, Disability,  or Retirement. In
the event the  employment  of a  Participant  is  terminated by reason of death,
Disability,  or Retirement,  any  outstanding  Options then  exercisable  may be
exercised  at any time  prior to the  expiration  date of the  Options or within
twelve (12)  months  after such date of  termination  of  employment,  whichever
period is the shorter, except in the case of Retirement, a three (3) year period
shall be substituted for the twelve (12) month period.  However,  in the case of
incentive stock options,  the favorable tax treatment  prescribed  under Section
422A of the Code shall not be available if such options are not exercised within
three (3) months  after the date of  termination,  or twelve  (12) months in the
case of Disability.  If an incentive stock option is not exercised  within three
(3)  months  of  termination  due  to  Retirement,  it  shall  be  treated  as a
nonstatutory stock option for the remainder of its allowable exercise period.


                                       6
<PAGE>

     7.9  Termination  of  Employment  Other  than  for  Death,  Disability,  or
Retirement.  If the employment of the Participant shall terminate for any reason
other than death,  Disability,  Retirement,  or involuntarily and for Cause, the
rights  under any then  outstanding  Option  granted  pursuant to the Plan shall
terminate upon the expiration date of the Option or three months after such date
of termination  of  employment,  whichever  first occurs.  Where  termination of
employment  is  involuntary  and for  Cause,  rights  under  all  Options  shall
terminate immediately upon termination of employment.

     7.10  Nontransferability  of Options. No  Option granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution.  Further, all
Options granted to a Participant under the Plan shall be exercisable  during his
lifetime only by such Participant.


                      Section 8. Stock Appreciation Rights

     8.1  Grant  of   Stock  Appreciation  Rights.  Subject  to  the  terms  and
conditions of the Plan, Stock Appreciation Rights may be granted to Participants
at any time and from time to time as shall be determined by the Committee.  Each
grant of an SAR shall be in writing.  An SAR may be granted at the discretion of
the Committee in any of the following forms:

     (a) In tandem with Options,

     (b) In addition to Options,

     (c) Upon lapse of Options,

     (d) Independent of Options,

     (e) Each of the above in connection with previously awarded Options.

     8.2  Exercise  of SARs in Lieu to  Options.  SARs  granted  in tandem  with
Options may be exercised  for all or part of the shares of Stock  subject to the
related Option upon the surrender of the right to exercise an equivalent  number
of Options.  The SAR may be  exercised  only with respect to the shares of Stock
for which its related Option is then exercisable.  Option shares with respect to
which the SAR shall have been  exercised  may not be  subject  again to an Award
under this Plan.

     8.3  Exercise of SARs in Addition to Options.  SARs  granted in addition to
Options  shall be  deemed  to be  exercised  upon the  exercise  of the  related
Options.  The deemed  exercise of SARs granted in addition to Options  shall not
necessitate a reduction in the number of related Options.


                                       7
<PAGE>

     8.4  Exercise of SARs Upon Lapse of Options. SARs granted upon the lapse of
Options  shall be deemed to have been  exercised  upon the lapse of the  related
Options  as  to  the  number  of  shares  of  Stock   subject  to  the  Options.
Notwithstanding  Section  5.2 above,  lapsed  Options in an amount  equal to the
related SARs shall not be available again for Awards under the Plan.

     8.5  Exercise of SARs  Independent of Options.  SARs granted independent of
Options may be exercised upon whatever  terms and  conditions the Committee,  in
its sole discretion, imposes upon the SARs.

     8.6  Payment of SAR Amount.  Upon exercise of the SAR,  the holder shall be
entitled  to  receive  payment  of an amount  (subject  to  Section  8.8  below)
determined by multiplying:

     (a)  The  difference  between the Fair Market  Value of a share of Stock at
          the date of exercise over the price fixed by the Committee at the date
          of grant, by

     (b)  The  number  of  shares  of Stock  with  respect  to which  the  Stock
          Appreciation Right is exercised.

     8.7  Form and  Timing  of  Payment.  At the  discretion  of the  Committee,
payment for SARs may be made in cash or Stock, or in a combination thereof.

     8.8  Limit  on  Appreciation.  At the  time of  grant,  the  Committee  may
establish,  in its sole  discretion,  a maximum  amount per share  which will be
payable upon exercise of an SAR.

     8.9  Rule 16b-3  Requirements.  Notwithstanding  any other provision of the
Plan, the Committee may impose such conditions on exercise of an SAR (including,
without limitation,  the right of the Committee to limit the time of exercise to
specified  periods) as may be required to satisfy the requirements of Rule 16b-3
(or any successor rule) under the Securities Exchange Act of 1934.

     8.10  Term of SAR.  The term of an SAR  granted  under  the Plan  shall not
exceed ten years and one day.

     8.11  Termination  of  Employment.   In  the  event  the  employment  of  a
Participant  is terminated by reason of death,  Disability,  Retirement,  or any
other  reason,  any SARs  outstanding  shall  terminate  in the same  manner  as
specified for Options under Sections 7.8 and 7.9 herein.

     8.12   Nontransferability  of SARs.  No SAR  granted  under the Plan may be
sold,  transferred,  pledged,  assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution.  Further, all
SARs granted to a  Participant  under the Plan shall be  exercisable  during his
lifetime only


                                       8
<PAGE>

by such Participant.


                          Section 9. Restricted Stock

     9.1  Grant of Restricted Stock.  Subject to the terms and conditions of the
Plan,  the  Committee  at any time and from  time to time may  grant  shares  of
Restricted  Stock under the Plan to such  Participants and in such amounts as it
shall determine. Each grant of Restricted Stock shall be in writing.

     9.2  Transferability.  Except as  provided in Sections  9.8 and 9.9 hereof,
the shares of Restricted Stock granted  hereunder may not be sold,  transferred,
pledged,  assigned,  or otherwise  alienated or hypothecated for such periods of
time as shall be  determined  by the  Committee  and shall be  specified  in the
Restricted  Stock grant,  or upon earlier  satisfaction  of other  conditions as
specified  by  the  Committee  in its  sole  discretion  and  set  forth  in the
Restricted Stock grant.

     9.3  Other Restrictions. The Committee shall impose such other restrictions
on any shares of Restricted  Stock  granted  pursuant to the Plan as it may deem
advisable including,  without limitation,  restrictions under applicable Federal
or  state  securities  laws,  and  may  legend  the  certificates   representing
Restricted Stock to give appropriate notice of such restrictions.

     9.4  Certificate Legend.  In addition to any legends placed on certificates
pursuant  to  Section  9.3  hereof,  each  certificate  representing  shares  of
Restricted Stock granted pursuant to the Plan shall bear the following legend:

          "The sale or other transfer of the share of stock  represented by this
          certificate,  whether voluntary,  involuntary, or by operation of law,
          is subject  to certain  restrictions  on  transfer  set forth in Coeur
          d'Alene Mines  Corporation's  1989 Long-Term  Incentive Plan, rules of
          administration  adopted  pursuant to such Plan, and a Restricted Stock
          grant dated  ___________.  A copy of the Plan,  such  rules,  and such
          Restricted  Stock grant may be obtained  from the  Secretary  of Coeur
          d'Alene Mines Corporation."

     9.5  Removal of Restrictions.  Shares of  Restricted  Stock covered by each
Restricted  Stock grant made under the Plan shall become freely  transferable by
the Participant after the last day of the Period of Restriction. Once the shares
are released from the  restrictions,  the Participant  shall be entitled to have
the legend required by Section 9.4 removed from his stock certificates.

     9.6  Voting Rights. During the Period of Restriction,  Participants holding
shares of  Restricted  Stock  granted  hereunder


                                       9

<PAGE>
may exercise full voting rights with respect to those shares.

     9.7  Dividends and Other  Distribution.  During the Period of  Restriction,
Participants  holding  shares of  Restricted  Stock granted  hereunder  shall be
entitled to receive all dividends and other  distributions  paid with respect to
those shares while they are so held. If any such dividends or distributions  are
paid in shares of Stock, the shares shall be subject to the same restrictions on
transferability  as the shares of  Restricted  Stock with  respect to which they
were paid.

     9.8  Termination  of  Employment  Due to  Retirement.  In the event  that a
Participant attains normal retirement age, the Period of Restriction  applicable
to the  Restricted  Stock  pursuant  to Section 9.2 hereof  shall  automatically
terminate  and,  except as  otherwise  provided  in Section  9.3,  the shares of
Restricted Stock shall thereby be free of restrictions and freely  transferable.
In the event that a  Participant  terminates  his  employment  with the  Company
because of early  retirement  as defined by the Board,  all shares of Restricted
Stock shall be forfeited and returned to the Company;  provided,  however,  that
the Committee in its sole discretion may waive the restrictions remaining on any
or all shares of Restricted  Stock or add such new  restrictions to those shares
of Restricted Stock as it deems appropriate.

     9.9  Termination of Employment  Due to Death or Disability.  In the event a
Participant  terminates  his  employment  with the  Company  because of death or
Disability during the Period of Restriction,  the restrictions applicable to the
shares of  Restricted  Stock  pursuant  to Section  9.2 hereof  shall  terminate
automatically  and,  except as otherwise  provided in Section 9.3, the shares of
Restricted Stock shall thereby be free of restrictions and freely transferable.

     9.10  Termination of  Employment for Reasons other than Death,  Disability,
or Retirement.  In the event that a Participant  terminates his employment  with
the  Company for any reason  other than those set forth in Sections  9.8 and 9.9
hereof during the Period of  Restriction,  then any shares of  Restricted  Stock
still  subject to  restrictions  at the date of such  termination  automatically
shall be forfeited and returned to the Company;  provided,  however, that in the
event of the  termination of employment of a Participant  from the Company,  the
Committee in its sole  discretion  may waive the automatic  forfeiture of any or
all  such  shares  and/or  may add  such  new  restrictions  to such  shares  of
Restricted Stock as it deems appropriate.

     9.11  Nontransferability of Restricted Stock. No shares of Restricted Stock
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated,  otherwise than by will or by the laws of descent and
distribution until the termination of the applicable Period of Restriction.  All


                                       10
<PAGE>
rights with respect to Restricted Stock granted to a Participant  under the Plan
shall be exercisable during his lifetime only by such Participant.


          Section 10. Performance Plan Awards and Performance Shares.

     10.1  Grant of Performance  Plan Awards and Performance Shares.  Subject to
the  provisions  of Sections 5 and 6,  Performance  Plan  Awards or  Performance
Shares may be granted to Participants at any time and from time to time as shall
be determined by the Committee.  The Committee shall have complete discretion in
determining  the size of  Performance  Plan Awards or the number of  Performance
Shares granted to each Participant.  Each grant of a Performance Plan Award or a
Performance Share shall be in writing.

     10.2  Value  of  Performance  Plan  Awards  and  Performance  Shares.  Each
Performance  Plan  Award  shall  have an  initial  value  as  determined  by the
Committee  and each  Performance  Share have an initial  value equal to the Fair
Market Value of a share of Stock on the date the  Performance  Share is granted.
The  initial  and  potential  value of  Performance  Plan  Award  grants  may be
expressed as a function of base salary. The ultimate value of a Performance Plan
Award or a  Performance  Share to a  Participant  will depend upon the extent to
which  performance  goals set by the  Committee  are met within  the  applicable
Performance Period.

     10.3  Payment of Performance Plan Awards and  Performance  Shares.  After a
Performance  Period  has  ended,  the  holder  of a  Performance  Plan  Award or
Performance  Share shall be entitled to receive the value  thereof as determined
by the extent to which the  performance  goals  referred to in Section 10.2 have
been met.

     10.4  Form and Timing of Payment.  Payment under Section 10.3 shall be made
in cash, Stock, discounted Stock Options, or a combination thereof as determined
by  the  Committee.  Payment  may be  made  in a lump  sum  or  installments  as
prescribed by the Committee.  If any payment is to be made on a deferred  basis,
the  Committee may provide for the payment of dividend  equivalents  or interest
during the deferral period.

     10.5  Termination of Employment Due to Death, Disability, or Retirement. If
the employment of a Participant is terminated by reason of death, Disability, or
Retirement,  the holder of a Performance  Plan Award or Performance  Share shall
receive a pro rata  payment  based on the number of months'  service  during the
Performance Period and on the achievement of performance goals during the entire
Performance  Period.  Payment  shall  be made at the time  payments  are made to
Participants who did not terminate service during the Performance Period.

     10.6 Termination of Employment for Reasons Other Than Death,


                                       11
<PAGE>

Disability,  or Retirement. If the employment of a Participant is terminated for
any reason other than death,  Disability,  or Retirement,  all Performance  Plan
Awards  and  Performance  Shares  shall be  forfeited  automatically;  provided,
however,  that in the event of an  involuntary  termination of the employment of
the  Participant,  the Committee in its sole  discretion may waive the automatic
forfeiture provisions and thereafter pay out on a pro rata basis.

     10.7  Nontransferability of Performance Plan Awards and Performance Shares.
No Performance  Plan Awards or Performance  Shares granted under the Plan may be
sold,  transferred,  pledged,  assigned, or otherwise alienated or hypothecated,
otherwise  than by will or by the laws of descent  and  distribution,  until the
termination of the  applicable  Performance  Period.  All rights with respect to
Performance  Plan Awards and Performance  Shares granted to a Participant  under
the Plan shall be exercisable during his lifetime only by such Participant.


                      Section 11. Beneficiary Designation

     11.1  Beneficiary Designation.  Each  Participant  under the Plan may name,
from  time  to  time,  any  beneficiary  or  beneficiaries  (who  may  be  named
contingently or  successively)  to whom any benefit under the Plan is to be paid
in case of his  death  before  he  receives  any or all of  such  benefit.  Each
designation will revoke all prior designations by the same Participant, shall be
in a form prescribed by the Committee,  and will be effective only when filed by
the  Participant  in writing  with the  Committee  during his  lifetime.  In the
absence of any such designation,  benefits remaining unpaid at the Participant's
death shall be paid to his estate.


                        Section 12. Rights of Employees

     12.1  Employment.  Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate  any  Participant's  employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.

     12.2  Participation.  No employee  shall have the right to be selected as a
Participant, or, having been so selected, to be selected again as a Participant.

     12.3  Other Benefit Plans. No Award granted under the Plan shall constitute
a part of the base salary or any other  compensation  of any Employee  under any
other benefit plan unless expressly so provided in such other benefit plan.


                         Section 13. Change in Control

     13.1  In  General.  In the event of a change in  control of the  Company as
defined in Section 13.2 below, all Awards under the Plan shall vest 100%. In the
case of Stock  Options,  this shall mean that all unvested  options shall become
fully  exercisable  on the date that the change in control is determined to have
taken place. For Restricted Stock, this vesting shall mean that all restrictions
on the sale of Stock  shall  lapse on the  change  in  control  date.  For SARs,
vesting shall mean that cash payments will be made within 30 days  following the
date the change in control is deemed to have taken place.  For Performance  Plan
Awards and  Performance  Shares,  cash or Stock payments of Plan Awards shall be
paid  equal to the  value of the  Awards as  specified  in the  respective  Plan
documents  on the change in control date within 30 days  following  the date the
change in control is deemed to have taken place.

     13.2  Definition. For purposes of this Plan, a change in control shall mean
any of the following events:

     (a)  Any such  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 35% or more of
          the combined  voting power of the then  outstanding  securities of the
          Company; or

     (b)  During any  two-year  period,  a majority  of the members of the Board
          serving at the date of adoption of this Plan is replaced by  directors
          who are not nominated and approved by the Board; or

     (c)  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

     (d)  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  chance  in  control  will or has
          occurred.

The Board has final  authority to determine  the exact date on which a change in
control has been deemed to have occurred under the conditions stated above.


                                       13
<PAGE>
          Section 14. Amendment, Modification, and Termination of Plan

     14.1  Amendment,  Modification,  and  Termination of Plan. The Board at any
time may  terminate,  and from  time to time may  amend  or  modify,  the  Plan,
provided,  however,  that no such action of the Board,  without  approval of the
shareholders, may:

     (a)  Increase the total amount of Stock which may be issued under the Plan,
          except as provided in Section 5.3 of the Plan; or

     (b)  Change the  provisions of the Plan,  regarding the Option price except
          as permitted by Section 5.3; or

     (c)  Materially  increase the cost of the Plan or  materially  increase the
          benefits to Participants; or

     (d)  Extend the period during which Awards may be granted; or

     (e)  Extend the maximum period after the date of grant during which Options
          may be exercised.

No  amendment,  modification,  or  termination  of the Plan  shall in any manner
adversely  affect any Award  theretofore  granted  under the Plan,  without  the
consent of the Participant.


                          Section 15. Tax Withholding

         15.1 Tax Withholding.  The Company shall have the power to withhold, or
require a Participant to remit to the Company,  an amount  sufficient to satisfy
Federal,  state,  and local  withholding tax requirements on any Award under the
Plan. To the extent  permissible  under  applicable tax,  securities,  and other
laws, the Company may, in its sole discretion, permit the Participant to satisfy
a tax withholding  requirement by directing the Company to apply shares of Stock
to which the Participant is entitled as a result of the exercise of an Option or
the lapse of a Period of Restriction (including, for this purpose, the filing of
an election under Section 83(b) of the Code), to satisfy such requirement.


                          Section 16. Indemnification

     16.1  Indemnification.  Each  person who is  or shall have been a member of
the  Committee  or of the Board shall be  indemnified  and held  harmless by the
Company  against  and from any loss,  cost,  liability,  or expense  that may be
imposed upon or reasonably 


                                       14

<PAGE>

incurred by him in connection with or resulting from any claim, action, suit, or
proceeding  to which he may be a party or in which he may be  involved by reason
of any action  taken or failure to act under the Plan and  against  and from any
and all amounts paid by him in settlement thereof,  with the Company's approval,
or paid by him in  satisfaction  of any  judgment in any such action,  suit,  or
proceeding  against him,  provided he shall give the Company an opportunity,  at
its own expense,  to handle and defend the same before he  undertakes  to handle
and defend it on his own behalf.  The foregoing right of  indemnification  shall
not be exclusive of any other  rights of  indemnification  to which such persons
may be entitled under the Company's  Articles of Incorporation  or Bylaws,  as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.


                        Section 17. Requirements of Law

     17.1  Requirements  of  Law.  The  granting  of Awards and the  issuance of
shares  of  Stock  upon the  exercise  of an  Option  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.

     17.2  Governing  Law.  The Plan,  and all  agreements  hereunder,  shall be
construed in accordance with and governed by the laws of the State of Idaho.


                                       15


                                                                    EXHIBIT 4(d)


                        COEUR D'ALENE MINES CORPORATION

                   NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                       (Effective as of January 1, 1995)

                        Article 1. Establishment of Plan


     1.1  Establishment  and Name of Plan. Coeur d'Alene Mines  Corporation (the
"Company")  hereby  adopts  the Coeur  d'Alene  Mines  Corporation  Non-Employee
Directors' Stock Option Plan, effective as of January 1, 1995.

     1.2  Purpose of Plan. The purpose of this Plan is to encourage Non-Employee
Directors  of the Company to acquire the Stock of the Company  through an option
program  that  makes  service  of the  Board  more  attractive  to  present  and
prospective Non-Employee Directors of the Company.

The Plan does not cover any  employees  of the  Company or its  subsidiaries  or
affiliates  and thus is not subject to the Employee  Retirement  Security Act of
1974.

     1.3  Application  of Plan.  The terms of this Plan apply  only to  eligible
Directors of the Company on or after January 1, 1995.  Any Director who does not
meet the  eligibility  requirements  for  Plan  participation  or whose  service
terminated  before January 1, 1995, shall not be entitled to benefits under this
Plan.

     1.4  Approval by Shareholders. This Plan shall be submitted for shareholder
approval  at the  Company's  1995  annual  meeting of  shareholders.  Any Option
granted prior thereto shall not become exercisable until the Plan is approved by
the Company's shareholders.


                             Article 2. Definitions

     2.1  Definitions.  The following  definitions  are in addition to any other
definitions  set forth  elsewhere in the Plan.  Whenever  used in the Plan,  the
capitalized terms in this section shall have the meanings set forth below unless
otherwise required by the context in which they are used:

     (a)  "Board" means the board of directors of the Company.

     (b)  "Code" means the Internal Revenue Code of 1986, as amended.


                                       1
<PAGE>

     (c)  "Company" means Coeur d'Alene Mines Corporation.

     (d)  "Director" means a person who is a member of the  Board.


     (e)  "Directors'  Fees"  means  the fees  which are paid to a  Director  to
          retain his services, and for attendance at meetings of the Board.

     (f)  "Employee"  means  a  person  employed  by the  Company  or any of its
          subsidiaries.  "Employee"  includes  officers  and  Directors  who are
          employed by a Subsidiary.

     (g)  "Fair Market Value" means the average of the highest and lowest prices
          of the Stock as reported in  publications  of general  circulation for
          "New York Stock Exchange-Composite Transactions" on a particular date.
          If there are no Stock transactions on such date, the Fair Market Value
          shall be determined as of the date  immediately  preceding the date on
          which there were Stock transactions.

     (h)  "Non-Employee  Director" means a Director who is not an Employee or an
          officer of the Company or Subsidiary.

     (i)  "Option"  means the right to  purchase  stock at a stated  price for a
          specified period of time.

     (j)  "Participant"  means  an  Non-Employee  Director  who  has  chosen  to
          participate in the Plan by foregoing Directors' Fees.

     (k)  "Plan"  means  this  Coeur  d'Alene  Mines  Corporation   Non-Employee
          Directors' Stock Option Plan, as in effect from time to time.

     (l)  "Severance Date" means the last day of the month in which a Director's
          service on the Board terminates for any reason.

     (m)  "Stock" means the common stock of the Company, $1 par value per share.

     (n)  "Subsidiary" means a subsidiary  corporation as defined in section 424
          of the Code.


                                       2
<PAGE>

     (o)  "Value"  means the  calculated  value of a right to acquire a share of
          Stock of the  Company at an  exercise  price  equal to the Fair Market
          Value of Stock  on the  date of issue at any time  beginning  6 months
          from the date of issue  and  ending  10 years  from the date  thereof.
          Value  shall  be  determined  not  less  often  than  annually,  by an
          independent  consultant  or other  expert  applying a  "Black-Scholes"
          option valuation method.

     2.2  Gender and Number. Except when otherwise indicated by the context, any
masculine  or  feminine  terminology  shall  also  include  the neuter and other
gender, and the use of any term in the singular or plural shall also include the
opposite number.


                            Article 3. Participation

     3.1  Eligibility. All Non-Employee Directors are eligible to participate in
the Plan.

     3.2  Participation.  In  order  to  become a  Participant,  a  Non-Employee
Director shall make an irrevocable  election  before the end of a calendar year,
on a form provided by the Company,  to receive all or a specified  part, but not
less than $5,000 per annum of his regular  Directors'  Fees for the next year in
the form of  Options.  The number of Options  available  to the  Participant  is
determined by the formula set forth in section 5.1 In the case of a Director who
first becomes eligible during a calendar year, the election  described above may
be made within 30 days of his  becoming a  Non-Employee  Director  (or within 30
days of Plan adoption,  if  applicable),  and shall apply to regular  Directors'
fees to be earned for the remainder of the calendar year.


                           Article 4. Available Stock

     4.1  Number.  The total number of shares of Stock  subject to options under
the Plan may not exceed 200,000 shares, subject to adjustment upon occurrence of
any of the events indicated in section 4.3. The shares to be delivered under the
Plan may consist,  in whole or in part,  of  authorized  but  unissued  Stock or
treasury stock, not reserved for any other purpose.

     4.2  Lapsed  Option.  If any  Option  granted  under  the Plan  terminates,
expires,  or lapses for any reason,  any shares  subject to such Option shall be
available again for the grant of another Option.

     4.3  Adjustment  in  Capitalization.  In the  event  of any  change  in the
outstanding  shares of Stock that occurs after  ratification


                                       3
<PAGE>

of the Plan by the  stockholders  of the Company by reason of a Stock  dividend,
Stock  split,  reorganization,   reclassification,   recapitalization,   merger,
consolidation,  combination,  exchange of shares, or other similar change,  then
the aggregate  number and class of shares or other securities that may be issued
or transferred pursuant to the Plan and the provisions,  terms and conditions of
each outstanding Option affected thereby, shall be adjusted appropriately by the
Committee, whose determination shall be conclusive.

     4.4  Duration.  The Plan shall remain in effect until (a) all Stock subject
to Options has been  purchased or acquired,  (b) the Board  terminates  the Plan
pursuant to Article 7, or (c)  January 1, 2005,  whichever  shall  first  occur.
Options which have not lapsed or been exercised at the time the Plan  terminates
shall remain in effect until they expire or are exercised as if the Plan had not
terminated.

     4.5  Tax  Reporting   and   Withholding.   Participants   are   independent
contractors  rather than employees of the Company,  and it is intended that they
shall be  responsible  for all tax  reporting and payments with respect to their
Options to the full  extent  required or  permitted  by law.  Nevertheless,  the
Company shall be entitled to take  reasonable  steps to comply with any federal,
state or local tax  withholding or reporting  required of it by law with respect
to Plan benefits. Prior to making or authorizing any payment under this Plan for
which the Company may have a liability  in the event of  noncompliance  with any
tax or other legal requirement,  the Company may require such documents from the
payee or any taxing or other government  authority having  jurisdiction over the
Company or the payee,  or may require such  indemnities  or surety bond,  as the
Company shall reasonably consider necessary for its protection.


                            Article 5. Stock Options

     5.1  Grant of Stock Options. Subject to the provisions of the Plan, Options
shall be granted to Participants as set forth below. Options may be granted only
in lieu of Directors'  Fees, with the total Value of Options  granted  equalling
the amount of such foregone Directors' Fees.

The formula for determining the number of Option shares granted to a Participant
in any year is:

         Directors' Fees which Participants
          elects to forego for such year
         ----------------------------------      =   Number of Shares
               Value of an Option

The number of Option  shares which are granted to each  Participant  shall be in
the discretion of the Participant,  based on the amount of Directors' Fees which
the  Participant  elects to forego and the


                                       4
<PAGE>

Value of an Option established by an independent appraiser. The grant date shall
be the  third  business  day of each  calendar  year or,  in the case of a newly
elected or appointed Non-Employee Director, the 30th day following the date that
such person becomes a Non-Employee Director.

     5.2  Price of Stock  Options.  The exercise  price of an Option shall equal
the full Fair Market Value of Stock as of the date of grant.

     5.3  Option  Agreement.  Each  Option  shall  be  evidenced  by  an  Option
agreement  that  specifies  the Option  price,  the number of shares of Stock to
which the Option pertains, the duration of the Option, and such other provisions
as the Committee shall determine.

     5.4  Exercise of Options.  Options  shall be fully vested once granted and,
subject  to Section  8.7,  may be  exercised  at any time  beginning  six months
following  the date of grant and ending 10 years  following  such date, at which
time they shall expire.

     5.5  Payment. The purchase  price of Stock upon exercise of an Option shall
be paid (a) in cash, (b) in Stock valued at its Fair Market Value on the date of
exercise, (c) by requesting the Company to withhold from the number of shares of
Stock  otherwise  issuable  upon exercise of the Option that number of shares of
Stock having an aggregate Fair Market Value on the date of exercise equal to the
Option price for all of the shares of Stock subject to such exercise,  or (d) by
a  combination  thereof,  in  the  manner  provided  in  the  Option  agreement.
Certificates  for such shares  tendered  in payment  shall be in a form for good
delivery.  The  Committee  in its sole  discretion  may  permit  payment  of the
purchase  price upon  exercise of any Option to be made by delivering a properly
executed notice together with  irrevocable  instructions to a broker to promptly
deliver to the Company the amount of sale  proceeds to pay the  exercise  price.
The proceeds  from payment of Option  prices shall be added to the general funds
of the Company and shall be used for general corporate purposes.

     5.6  Fee Suspension  and  Resignation.  Payment of director's fees shall be
suspended,  commencing with the first scheduled  payment date coinciding with or
subsequent to the grant date, and  continuing  until the amount of fees foregone
by the participating Director equals the value of the Options granted.

     In the event a Director resigns or his service  otherwise  terminates prior
to  suspension  of fees  equaling  the full  value  of all  Option  grants,  the
Director, at his election, shall either:

     1.   Return to the Company  Options that have a value  determined
          as of the grant date equal to the unpaid portion; or


                                       5
<PAGE>

     2.   Submit a cash  payment  to the  Company  equal to the unpaid
          portion.

     5.7  Non-transferability  of Options. No  Option granted under the Plan may
be sold, transferred,  pledged, assigned or otherwise alienated,  otherwise than
by will,  testamentary  disposition or by the laws of descent and  distribution.
All Options granted to a Participant under the Plan shall be exercisable  during
his  lifetime  only by such  Participant,  except  that  if the  Securities  and
Exchange  Commission  modifies  Rule  16b-3 or any  successor  thereto  to allow
transfers for estate planning purposes, then transfers for that purpose shall be
allowed within limits to be established by the Board.


                           Article 6. Administration

     6.1  Administration  by  Board.  Grants of Stock Options under the Plan and
the  amount  and  nature  of the  awards to be  granted  shall be  automatic  as
described in Section 5.1. However,  the Plan shall be administered by the Board,
and the Board shall have  discretionary  authority to construe and interpret all
provisions  of  the  Plan,  to  adopt  rules  and  practices   concerning   Plan
administration,  to  decide  all  claim  for  benefits,  and to take  all  other
necessary or appropriate actions to carry out the purpose of the Plan. The Board
may  delegate  responsibility  for matters of  recordkeeping  and other  routine
administrative   tasks   with   respect  to  the  Plan.   All   interpretations,
constructions,   determinations,  and  other  actions  of  the  Board  shall  be
conclusive  and  binding on all  parties  and shall be  entitled  to the maximum
deference  permitted by law. The Plan shall be administered so as to comply with
the  requirements  of Rule 16b-3 (or any  successor  rule) under the  Securities
Exchange Act of 1934.

No  Director  shall  vote on a Plan  decision  affecting  his or her  individual
interest  under the Plan in a matter that is not applicable to  Participants  in
general.


                      Article 7. Amendment and Termination

     7.1  Plan  Amendment or Termination.  The Board of Directors of the Company
may  suspend  or  discontinue  the Plan or  revise  or  amend it in any  respect
whatsoever;  provided,  however,  that provisions relating to the amount, timing
and  pricing of Options may not be amended  more than once in six months,  other
than to  comport  with  changes  in the  Internal  Revenue  Code,  the  Employee
Retirement Income Security Act or the rules thereunder. Furthermore, without the
approval of  shareholders,  no revision or amendment  shall change the number of
shares  subject to the Plan  (except as  provided  in section  4.3),  change the
designation of the class of directors eligible to receive Options, or materially
increase  the benefits


                                       6
<PAGE>

accruing  to  Participants  under  the  Plan.  The  Board of  Directors  has the
authority to amend the Plan and Options  granted  thereunder  to comply with the
requirements of Rule 16b-3 (or any successor rule) under the Securities Exchange
Act of 1934. No amendment may alter or impair any rights or  obligations  of any
Option previously granted without the consent of the Non-Employee Director.


                            Article 8. Miscellaneous

     8.1  Non-Alienation.  Except as  otherwise  required  by law,  neither  the
Company  nor any  participating  Subsidiary  shall  make  any  award  or  permit
exercises under this Plan to any assignee or creditor of a Participant. Prior to
the time of an exercise  under this Plan, a Participant  shall have no rights by
way of anticipation or otherwise to assign or dispose of any interest under this
Plan,  nor shall  rights be  assigned  or  transferred  by  operation  of law or
otherwise,  including but without  limitation by execution,  levy,  garnishment,
attachment, pledge, lien, or bankruptcy.

     8.2  Records.  The  records of the Board with  respect to the Plan shall be
conclusive on all participants, Beneficiaries, and other persons.

     8.3  Incompetency.  Every person  receiving or claiming  benefits under the
Plan shall be  conclusively  presumed to be mentally  competent and of age until
the Board receives written notice,  in a form and manner  acceptable to it, that
such  person  is  incompetent  or a  minor,  and that a  guardian,  conservator,
statutory committee,  or other person legally vested with the care of the person
or estate has been appointed;  provided,  however,  that if the Board shall find
that any  person to whom an Option  is  exercisable  under the Plan is unable to
properly care for such  person's own affairs  because of  incompetency,  or is a
minor, then any exercise (unless a prior claim therefore shall have been made by
a duly appointed  legal  representative)  may be made by the spouse,  a child, a
parent,  or a brother or sister,  or to any person or institution  deemed by the
Board to have  incurred  expenses  for the  Participant  otherwise  entitled  to
exercise.

In the event a guardian of the estate of any person claiming  benefits under the
Plan shall be appointed by a court of  competent  jurisdiction,  exercise may be
made by such guardian  provided that proper proof of appointment is furnished in
a form and manner  acceptable to the Board. To the extent  permitted by law, any
such  exercises so made shall be a complete  discharge  of  liability  therefore
under the Plan.

     8.4  No Individual  Liability. It is declared to be the express purpose and
intention  of the  Plan  that no  liability  whatsoever  shall  attach  to or be
incurred by any Directors or any stockholders or employees of the Company or any
of its Subsidiaries


                                       7
<PAGE>

or any representatives  appointed hereunder,  by reason of any term or condition
of the Plan. The Company,  through  insurance or otherwise,  shall indemnify any
Board  member,  corporate  officer,  or other  individual  against any  personal
liability  for  actions  taken or omitted in good  faith in the  performance  of
duties on behalf of the Company under this Plan.

     8.5  Illegality of  Particular  Provision.  If any particular  provision of
this Plan shall be found to be illegal or  unenforceable,  such provision  shall
not affect any other provision,  but the Plan shall be construed in all respects
as if such invalid provision were omitted.

     8.6  Applicable Law. This instrument  shall be construed in accordance with
and governed by the laws of the State of Idaho to the extent not  superseded  by
the laws of the United States.

     8.7  Merger, Consolidation  or Liquidation.  At least 30 days prior written
notice of a merger,  consolidation  or liquidation of the Company shall be given
by the Company to the Optionee.  Upon the occurrence of a merger,  consolidation
or liquidation of the Company,  the Option shall automatically  terminate unless
the surviving or acquiring  corporation  shall assume the Option or substitute a
new option for it.


                                       8



                                                                       EXHIBIT 5

                                  Law Offices
                        Freedman, Levy, Kroll & Simonds
                 Washington Square, 1050 Connecticut Ave., N.W.
                          Washington, D.C. 20036-5366
                                 (202) 457-5100

Arthur H. Bill                                                 Cable "Attorneys"
(202) 457-5103                                          Telecopier: 202-457-5151



                                                June 12, 1995


Coeur d'Alene Mines Corporation
400 Coeur d'Alene Mines Building
Post Office Box I
505 Front Avenue
Coeur d'Alene, Idaho 83814



                          Re: Registration Statement on Form S-8


Gentlemen:

     We have  represented  Coeur d'Alene Mines  Corporation  (the  "Company") in
connection with its  Registration  Statement on Form S- 8 being filed today with
the Securities and Exchange Commission  (together with all exhibits thereto, the
"Registration Statement").  The Registration Statement relates to an offering by
the Company of up to a total of 766,908  shares of the  Company's  common stock,
par value $1.00 per share, (the "Shares") upon the exercise of options or issued
as awards under the Company's Executive  Compensation Program (which consists of
the Annual Incentive Plan,  Long-Term  Incentive Plan and Long-Term  Performance
Plan) and the Company's Non-Employee Directors' Stock Option Plan (collectively,
the  "Plans").  Of the  Shares,  66,908  previously  were  registered  under the
Securities  Act of  1933  (the  "Act")  under  the  Company's  previously  filed
Registration  Statement on Form S-8 (File No. 33- 638),  and are included  under
the Registration Statement pursuant to Rule 429 under the Act.

     We have  examined  (1) the  Articles  of  Incorporation  of the Company and
amendments thereto,  (2) the By-Laws of the Company and amendments thereto,  (3)
the Registration Statement,  (4) the Plans and (5) such other corporate records,
certificates, documents and other instruments as in our opinion are necessary or
appropriate in connection with expressing the opinions set forth below.

     Based upon the foregoing, it is our opinion that:

1.   The Company is a corporation  duly organized and existing under the laws of
the State of Idaho.

2.   When the following events shall have occurred:


<PAGE>

     (a)  the  Registration  Statement  is filed,  at which time it will  become
          effective  under the Act,  pursuant to General  Instruction  D to Form
          S-8, and

     (b)  the Shares shall have been paid for and issued in accordance  with the
          terms of the Plans,

the Shares thus sold will be legally issued, fully paid and non-assessable.

     This firm hereby consents to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                       Sincerely,


                                       FREEDMAN, LEVY, KROLL & SIMONDS



                                      -2-


                                                                   EXHIBIT 23(a)


                                    CONSENT


We  consent to the  reference  to our firm under the  caption  "Experts"  in the
prospectus  related to the Non-Employee  Directors' Stock Option Plan and in the
prospectus related to the Executive  Compensation Program of Coeur d'Alene Mines
Corporation and the  incorporation  by reference in the  Registration  Statement
(Form S-8) and related  prospectuses  (Non-Employee  Directors Stock Option Plan
and Executive  Compensation  Program) of our report dated February 10, 1995 with
respect  to  the  consolidated  financial  statements  of  Coeur  d'Alene  Mines
Corporation  included  in its  Annual  Report  (Form  10-K)  for the year  ended
December 31, 1994 filed with the Securities and Exchange Commission.



                                       Ernst & Young LLP


Seattle, Washington
June 6, 1995




© 2019 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission