COEUR D ALENE MINES CORP, DEF 14A, 1995-03-30

COEUR D ALENE MINES CORP
DEF 14A, 1995-03-30
SILVER ORES

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /x/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

/x/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

COEUR D'ALENE MINES CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

COEUR D'ALENE MINES CORPORATION
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

--------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

--------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

--------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

--------------------------------------------------------------------------------

(5) Total fee paid:

--------------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

--------------------------------------------------------------------------------

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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<PAGE> 2

COEUR D'ALENE MINES CORPORATION

400 COEUR D'ALENE MINES BUILDING
POST OFFICE BOX I
505 FRONT AVENUE
COEUR D'ALENE, IDAHO 83814

March 31, 1995

Dear Shareholder:

We are pleased to invite you to attend our Annual Meeting. This year it
will be held the morning of Tuesday, May 9, 1995, at 9:30 A.M., local time, at
The Coeur d'Alene Resort and Conference Center, Second Street and Front Avenue,
Coeur d'Alene, Idaho. The primary business of the meeting will be to elect
directors, vote upon a proposed increase in the number of shares of common stock
issuable under the Company's Executive Compensation Program and the proposed
adoption of the Non-Employee Directors' Stock Option Plan, and ratify the
selection of independent accountants.

A Notice of the Annual Meeting and the Proxy Statement follow. You will
also find enclosed a proxy card. We invite you to attend the meeting in person,
but if this is not feasible, we think it wise for you to be represented by
proxy. Therefore, if you cannot attend the meeting, we urge you to sign the
enclosed proxy card and mail it promptly in the return-addressed, permit-stamped
envelope which we have provided for your convenience.

Sincerely,

/s/ DENNIS E. WHEELER
---------------------
Dennis E. Wheeler
Chairman of the Board,
President and Chief Executive
Officer
<PAGE> 3

COEUR D'ALENE MINES CORPORATION

400 COEUR D'ALENE MINES BUILDING
505 FRONT AVENUE
POST OFFICE BOX I
COEUR D'ALENE, IDAHO 83814

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholder:

Notice is hereby given that the Annual Meeting of Shareholders of Coeur
d'Alene Mines Corporation (the "Company"), an Idaho corporation, will be held at
The Coeur d'Alene Resort and Conference Center, Second Street and Front Avenue,
Coeur d'Alene, Idaho, on Tuesday, May 9, 1995, at 9:30 A.M., local time, for the
following purposes:

1. To elect a Board of Directors of the Company consisting of eight
persons to serve for the ensuing year or until their respective successors
are duly elected and qualified;

2. To amend the Company's Executive Compensation Program authorizing
an additional 500,000 shares of Common Stock for issuance thereunder;

3. To approve the proposed Non-Employee Directors' Stock Option Plan
and to authorize 200,000 shares of Common Stock for issuance pursuant
thereto;

4. To ratify the selection of Ernst & Young as public accountants for
the Company for the current fiscal year; and

5. To transact such other business as properly may come before the
meeting.

Nominees for directors are set forth in the enclosed Proxy Statement.

Only shareholders of record at the close of business on March 21, 1995, the
record date fixed by the Board of Directors, are entitled to notice of, and to
vote at, the Annual Meeting.

<TABLE>
<S> <C>
By order of the Board of Directors,

/s/ WILLIAM F. BOYD
-------------------
Coeur d'Alene, Idaho William F. Boyd
March 31, 1995 Secretary
</TABLE>

YOUR VOTE IS IMPORTANT

Please date, sign and promptly return the enclosed proxy so that your
shares may be voted in accordance with your wishes.

Mail the proxy in the enclosed envelope, which requires no postage if
mailed in the United States.

The giving of the proxy does not affect your right to vote in person should
you attend the meeting.
<PAGE> 4

PROXY STATEMENT

GENERAL

This Proxy Statement is furnished in connection with the solicitation, by
the Board of Directors of Coeur d'Alene Mines Corporation (the "Company"), of
proxies of shareholders to be voted at the Annual Meeting of Shareholders to be
held on May 9, 1995, and any and all adjournments thereof.

Any shareholder executing a proxy retains the right to revoke it at any
time prior to its being exercised by giving notice to the Secretary of the
Company.

This Proxy Statement and the accompanying proxy are being mailed or given
on or about March 31, 1995, to shareholders of the Company.

VOTING SECURITIES

All shareholders of record as of the close of business on March 21, 1995,
are entitled to vote at the Annual Meeting or any adjournment thereof upon the
matters listed in the Notice of Annual Meeting. Each shareholder is entitled to
one vote for each share held of record on that date, except that shareholders
have cumulative voting rights in the election of directors. As of the close of
business on March 21, 1995, a total of 15,595,840 shares of common stock, $1 par
value per share (the "Common Stock"), were issued and outstanding.

Under cumulative voting for directors, the number of votes a shareholder
may cast is the number of shares held, multiplied by the number of directors
being elected. Those votes may be cast however desired. For example, if you own
100 shares and eight directors are being elected, you have 800 votes which you
may either cast for one candidate or distribute among the candidates, as you
desire.

Shares represented by a proxy will be voted according to the instructions,
if any, given in the proxy. Unless otherwise instructed, the person or persons
named in the proxy will vote (1) FOR the election of the eight nominees for
directors listed herein (or their substitutes in the event any of the nominees
is unavailable for election) or, in their discretion, they may vote cumulatively
for all or a lesser number of such nominees in order to elect the maximum number
of Management's nominees; (2) FOR the amendment to the Company's Executive
Compensation Program authorizing an additional 500,000 shares of Common Stock
for issuance thereunder; (3) FOR the approval of the proposed Non-Employee
Directors' Stock Option Plan and the authorization of 200,000 shares of Common
Stock for issuance pursuant thereto; (4) FOR the ratification of the selection
of Ernst & Young as the Company's independent public accountants; and (5) in
their discretion with respect to such other business as properly may come before
the meeting.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the inspectors of election appointed by the Company for the meeting. The number
of shares represented at the meeting in person or by proxy will determine
whether or not a quorum is present. The inspectors of election will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of determining
the approval of any matter submitted to the shareholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a

1
<PAGE> 5

particular matter, those shares will not be considered as present and entitled
to vote by the inspectors of election with respect to that matter.

The cost of soliciting proxies will be borne by the Company. Proxies may be
solicited by directors, officers or regular employees of the Company in person
or by telephone or telegram. The Company has retained Morrow & Company, Inc.,
New York, New York, to assist it in the solicitation of proxies. That firm's
charge to the Company will be $8,500 plus out-of-pocket expenses.

ELECTION OF DIRECTORS

Eight directors are to be elected at the Annual Meeting, each to serve for
one year or until his successor is elected and qualified. Seven of the nominees
currently are members of the Board. Proxies will be voted at the Annual Meeting,
unless authority is withheld, FOR the election of the eight persons named below,
or in the sole discretion of the persons named in the accompanying proxy, for a
lesser number of such nominees in order to elect the maximum number of
Management's nominees. The Company does not contemplate that any of the persons
named below will be unable, or will decline, to serve; however, if any such
nominee is unable or declines to serve, the persons named in the accompanying
proxy will vote for a substitute, or substitutes, in their discretion.

<TABLE>
<CAPTION>
DIRECTOR
NOMINEE AGE SINCE
---------------------------------------------------------------------------- --- --------
<S> <C> <C>
Dennis E. Wheeler........................................................... 52 1968
Chairman of the Board of the Company since May 1992; President since
December 1980; Chief Executive Officer since December 1986; Chief
Administrative Officer from December 1980 to December 1986; Secretary from
January 1980 to December 1980; Senior Vice President and General Counsel
from 1978 to 1980. Director of Sierra Pacific Resources (a public utility
holding company).
Joseph C. Bennett........................................................... 62 1981
Mining Consultant. Director of Conwest Exploration Company, Limited.
Duane B. Hagadone........................................................... 62 1987
Chairman of the Board of The Hagadone Corporation, a company engaged in
the newspaper and communications businesses, since 1966; Chairman of the
Board of Hagadone Hospitality Co., which is engaged in the hotel and
restaurant businesses, since 1983. Director of Washington Water Power
Company.
James J. Curran............................................................. 55 1989
Chairman of the Board and Chief Executive Officer, First Interstate Bank,
Northwest Region (Alaska, Idaho, Montana, Oregon and Washington); Chairman
of the Board and Chief Executive Officer, First Interstate Bank of Oregon,
N.A. from February 1991 to October 1991; Chairman, President and Chief
Executive Officer of First Interstate Bank of Denver, N.A., from April
1990 to January 1991; Chairman, President and Chief Executive Officer of
First Interstate Bank of Idaho, N.A., from July 1984 to March 1990.
James A. Sabala............................................................. 40 1989
Senior Vice President and Chief Financial Officer of the Company since
June 1989; Vice President -- Finance from 1987 to June 1989; Treasurer
since 1982; and Secretary from 1986 to March 1990. Certified Public
Accountant.
</TABLE>

2
<PAGE> 6

<TABLE>
<CAPTION>
DIRECTOR
NOMINEE AGE SINCE
---------------------------------------------------------------------------- --- --------
<S> <C> <C>
James A. McClure............................................................ 70 1991
Attorney with the Boise, Idaho law firm of Givens, Pursley & Huntley;
President of the Washington, D.C. consulting firm of McClure, Gerard &
Neuenschwander, Inc.; United States Senator from Idaho from 1972 to 1990;
former Chairman of the Senate Energy and Natural Resources Committee.
Director of Boise Cascade Corporation (natural resources company) and The
Williams Companies (petroleum and telecommunications company).
Jeffery T. Grade............................................................ 52 1993
Chairman of the Board and Chief Executive Officer of Harnischfeger
Industries, Inc., which is engaged in the manufacture of mining and
material handling equipment and paper-making machinery and in computerized
information systems and engineering services, since 1993; previously
served as President and Chief Executive Officer of that corporation from
1992 to 1993 and President and Chief Operating Officer of that corporation
from 1986 to 1992. Director of Harnischfeger Industries, Inc., Crucible
Materials Corporation (a manufacturer of special materials) and Measurex
Corporation (a manufacturer of central systems).
Cecil D. Andrus............................................................. 63 --
Governor of Idaho (1971-1977); Secretary of the Department of the Interior
(1977-1981); Governor of Idaho (1987-1995). Director of Albertson's, Inc.
(a nation-wide grocery retail chain) and NuWest Industries, Inc.
(manufacturer of agriculture fertilizer). Chairman of the Andrus Center
for Public Policy at Boise State University; member "of counsel" of the
Gallatin Group (a policy consulting firm).
</TABLE>

MANAGEMENT RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE ABOVE NOMINEES AS
DIRECTORS OF THE COMPANY.

The Board of Directors of the Company met six times during 1994. The
Company has an Audit Committee, consisting of Messrs. Curran, Grade and McClure,
which met three times during 1994. The Board also has a Compensation Committee,
consisting of Messrs. Bennett, Grade and Hagadone, which met three times during
1994. Each director attended all of the meetings of the Board of Directors and
committees on which he served except Mr. McClure who was absent for a special
meeting. The Company also has an Executive Committee of its Board on which
Messrs. Bennett, Hagadone and Wheeler currently serve and which is authorized to
act in the place of the Board of Directors on limited matters which require
action between Board meetings. The Board of Directors does not have a nominating
committee.

3
<PAGE> 7

SHARE OWNERSHIP

The following table sets forth information, as of March 21, 1995,
concerning the beneficial ownership of the Company's Common Stock by the only
shareholder known by the Company to be the beneficial owner of more than 5% of
the Company's outstanding shares of Common Stock, by each of the nominees for
election as directors, and by all directors/nominees and executive officers of
the Company as a group:

<TABLE>
<CAPTION>
SHARES OF THE
COMPANY'S STOCK PERCENT OF
BENEFICIALLY OWNED OUTSTANDING
------------------ -----------
<S> <C> <C>
FMR Corp..................................................... 2,019,653(1) 12.97%
Franklin Resources, Inc...................................... 1,030,032(2) 6.61%
Dennis E. Wheeler............................................ 98,494(3)(4)(5) .63
Joseph C. Bennett............................................ 3,000(3) .02
James A. Sabala.............................................. 28,773(3)(4)(5) .18
Duane B. Hagadone............................................ 100 *
James J. Curran.............................................. 100 *
James A. McClure............................................. 350(3) *
Jeffery T. Grade............................................. 100 *
Cecil D. Andrus.............................................. 100 *
All officers and nominees for director as a group (12
persons)................................................... 157,887(4)(5) 1.01
</TABLE>

---------------

(*) Holding constitutes less than .0l% of the outstanding shares.

(1) FMR Corp. is an investment advisory firm that serves as investment advisor
to several investment companies that own the above-reported shares. Its
address is 82 Devonshire Street, Boston, Mass. 02109. Of the above shares,
337,953 shares may be acquired upon the conversion of the Company's 7%
Convertible Subordinated Debentures Due 2002.

(2) Franklin Resources, Inc. is an investment advisory firm that serves as
investment advisor to several investment companies that own the
above-reported shares. Its address is 777 Mariners Island Blvd., P.O. Box
7777, San Mateo, CA 94403-7777. Of the above shares, 992,368 shares may be
acquired upon the conversion of the Company's 6 3/8% Convertible
Subordinated Debentures Due 2004 and 37,664 shares may be acquired upon the
conversion of the Company's 6% Convertible Subordinated Debentures Due
2002.

(3) Individual shares investment and voting powers over certain of his shares
with his wife. The other directors have sole investment and voting power
over their shares.

(4) Holding includes 4,178 shares held in the Coeur d'Alene Mines Corporation
Profit Sharing Retirement Trust of which the officer is a Trustee.

(5) Holding includes the following shares which may be acquired upon the
exercise of exercisable options outstanding under the Company's 1989
Long-Term Incentive Plan: Dennis E. Wheeler -- 49,297 shares; James A.
Sabala -- 15,647 shares; and all officers and directors as a
group -- 81,242 shares.

4
<PAGE> 8

COMPENSATION AND RELATED MATTERS

HISTORY AND OBJECTIVES OF THE COMPANY'S EXECUTIVE COMPENSATION PROGRAM

The Company has an Executive Compensation Program (the "Program") that
includes grants of Common Stock and options therefor and was originally approved
by the shareholders in 1989. Prior to putting the Program in place, the Company
engaged Hewitt Associates, a leading, independent executive compensation
consulting firm to render advice on the structure of an executive compensation
program which would provide incentives to executive officers to meet short-term
and long-term objectives and attract, retain and motivate key executives that
significantly affect Company performance. The Company believes the Program is
structured to motivate the key executives to best serve the shareholders by
conducting business in a manner that enhances shareholder value.

COMPENSATION COMMITTEE

The Company has a Compensation Committee composed entirely of outside
directors. The Committee worked with the independent consultant and with the
Chief Executive Officer to assure that the Program met the objectives set forth
above, and is consistent with other plans in the mining industry. In addition,
the Compensation Committee meets annually to set executive compensation for the
year, to review recommendations of the independent consultant and to recommend
compensation to the Board of Directors. The selection of officers receiving
grants of nonqualified stock options and awards of stock under the Program, and
decisions concerning the timing, pricing and amount of such grants and awards,
are made by the Compensation Committee. The Board makes the final decision
regarding all other elements of executive compensation.

ELEMENTS OF THE PROGRAM

The Program consists of three basic elements: 1) base salary, 2) annual
incentive compensation and 3) long-term incentive compensation. The Program is
performance based. Fifty percent of each executive's annual incentive
compensation is determined by the executive's performance relative to his
predetermined goals, and the remaining fifty percent is determined by the
Company's overall performance relative to predetermined goals established by the
Board of Directors. One hundred percent of each executive's long-term incentive
compensation is based upon Company performance. Goals of the Chief Executive
Officer are set by, and reviewed by, the Compensation Committee which makes
recommendations to the Board of Directors. Goals of other executives are
recommended by the Chief Executive Officer to the Compensation Committee, which
in turn reports upon individual performance to the Board.

COMPENSATION PROGRAM SUMMARY

Under the Program, the stated goal is to set each executive's compensation
at approximately the third quartile of that reported for other companies in the
industry. During 1994, the Company retained Hewitt Associates to determine if
the executive salaries were in fact established at the third quartile. Hewitt
Associates has reported that, as a group, the executive base salaries are 26%
below that benchmark and total compensation is 45% below the third quartile
benchmark. The compensation of the Company's executive officers is also linked
to the Company's financial performance as well as the individual officer's
performance. As more fully discussed below under "Compensation Committee
Report," annual incentive compensation awards under the Annual Incentive Plan
(the "AIP") are based upon target award levels expressed as a percentage of base
salaries, established at the beginning of each year for participating executives
and vary

5
<PAGE> 9

depending upon the individual's level of responsibility and impact on overall
Company performance. One-half of the AIP target award value is based on
financial performance of the Company and one-half is based on the individual
officer's performance. The Program's long-term incentives include non-qualified
options granted under the Long-Term Incentive Plan (the "LTIP") and performance
shares (payable in shares of Common Stock and cash after a four-year performance
period) granted under the Company's Long-Term Performance Share Plan (the
"LTPSP"). The long-term compensation opportunities associated with options that
vest at a rate of 25% a year and shares of Common Stock that are issued after a
four-year period are directly related to the market value of the Company's
Common Stock. Long-term incentive awards paid under the LTPSP reward long-term
shareholder value enhancement relative to industry competitors over a four-year
performance period. One-half of the annual incentive payments under the AIP and
all long-term incentive awards under the LTIP and LTPSP are directly related to
Company performance.

A total of 357,000 shares of Common Stock were originally authorized for
possible issuance under the Program. As of March 21, 1995, a balance of 66,908
shares remained available to underlie non-qualified options and Common Stock
awards that may be granted in the future under the Program. As more fully
discussed below under "PROPOSED AUTHORIZATION OF ADDITIONAL COMMON STOCK
ISSUABLE UNDER THE EXECUTIVE COMPENSATION PROGRAM," shareholders will vote at
the Annual Meeting upon the proposed authorization of an additional 500,000
shares of Common Stock for possible issuance under the Program.
---------------------------------------------------

6
<PAGE> 10

The following Summary Compensation Table sets forth the annual salary,
annual bonus (including cash and stock) and long-term compensation (including
stock awards, options granted and long-term incentive cash payments) earned by
the Company's Chief Executive Officer and the other four highest paid executive
officers of the Company during each of the last three years. In addition, the
table sets forth other compensation paid to such persons during 1994.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------------- ---------------------- -------
OTHER ANNUAL COMMON STOCK LTPSP ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1)(2) ($) ($)(3) (#)(4) ($)(5) ($)(6)
--------------------------- ----- -------- --------- ------------- ------------ ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis E. Wheeler.......... 1994 $326,607 $215,963 -- $ -- 15,600 $54,141 $ 32,786
Chairman, President & 1993 326,584 248,219 -- -- 14,041 82,500 128,656
Chief Executive Officer 1992 281,051 187,650 -- 60,938 13,800 70,000 11,443
Michael L. Clark........... 1994 214,773 108,860 -- 8,640 -- 15,999
Senior Vice-President -- 1993 180,748 109,980 -- -- 4,299 -- --
Chief Operating Officer 1992 40,000 26,130 -- 27,000 6,221 -- --
James A. Sabala............ 1994 162,738 82,764 -- -- 6,336 21,578 13,644
Senior Vice President -- 1993 160,145 81,760 -- -- 3,821 29,040 11,564
Finance, Chief Financial 1992 141,083 68,062 -- 24,000 5,530 24,640 11,443
Officer & Treasurer
William F. Boyd............ 1994 148,413 60,585 -- -- 4,320 10,041 10,278
Secretary and Corporate 1993 145,845 58,489 -- -- 2,597 -- 7,745
Counsel 1992 137,667 58,977 -- 16,313 3,759 -- 11,443
Alan L. Wilder............. 1994 126,524 41,272 -- -- 2,040 7,855 8,931
Vice President -- 1993 125,261 52,594 -- -- 1,244 -- 7,075
Engineering 1992 112,250 40,986 -- 7,813 1,800 -- 7,738
</TABLE>

---------------

(1) Annual incentive payments under the "AIP" are based upon target award levels
established by the Compensation Committee of the Company's Board of
Directors (the "Committee") at the beginning of each annual performance
period and vary depending upon each participant's responsibilities and base
salary. Awards under the AIP are paid after the annual performance period
and vary from 0% to 200% of the targets based on actual performance, with
one-half the award value based on overall Company financial performance and
one-half based on the participant's individual performance. Company
financial objectives underlying the measurement of Company performance
include both total asset growth and cash flow return on total assets.
One-half of each AIP award is paid in cash and one-half is paid in shares
of Common Stock.

(2) Does not report perquisites amounting to less than the lesser of $50,000 or
10% of total salary and bonus. In 1994, includes the market value of shares
of common stock granted under the AIP, based on the closing prices of the
shares on the New York Stock Exchange on the date of grant.

(3) Reports the full market value (based on the closing prices of the shares on
the New York Stock Exchange on the dates of grant) of aggregate shares of
Common Stock awarded. Shares of Common Stock awarded under the LTPSP are
issued upon completion of a four-year performance period after the date of
grant. Prior to 1993, the Program provided for annual awards of restricted
stock that vested over a four-year period. Commencing in 1993, awards are
paid in shares of Common Stock and cash in amounts that are not
determinable until completion of a four-year award cycle. The aggregate
number and market value (based on the $16.375 per share closing price of
the shares on the New York Stock Exchange on

7
<PAGE> 11

December 31, 1994) of the restricted shares of Common Stock granted
pursuant to the LTPSP prior to 1993 and held by the above executive
officers at December 31, 1994 were as follows: Dennis E. Wheeler -- 15,445
shares ($252,912), James A. Sabala -- 6,435 shares ($105,373), Michael L.
Clark -- 1,615 shares ($26,446), William F. Boyd -- 2,076 shares ($33,995)
and Alan L. Wilder -- 1,434 shares ($23,487). Dividends on restricted
shares are remitted to each executive as paid by the Company.

(4) Reports the number of shares underlying nonqualified options granted under
the LTIP during each of the respective years.

(5) Reports cash payouts (not awards) under the LTPSP. Payments are made under
the LTIP after the end of the four-year performance period after award. The
above reported payments relate to awards made in 1991 and are based on the
performance period ending December 31, 1994. See note 2 to the Long-Term
Incentive Plan Awards Table below for additional information regarding the
LTPSP.

(6) Includes the Company's contributions to its defined contribution Profit
Sharing Retirement Plan (the "Profit Sharing Plan") and amounts credited to
the Company's Supplemental Retirement Plan (the "Supplemental Retirement
Plan"). The amount of the Company's annual contribution to the Profit
Sharing Plan, in which all full-time employees who have been employed for
over one year and are at least 21 years old participate, is determined
annually by the Board of Directors and may not exceed 15% of the
participants' aggregate compensation. Accrued benefits under the Profit
Sharing Plan begin vesting after one year of employment and are fully
vested after five years of employment. Retirement benefits under the Profit
Sharing Plan are based on a participant's investment fund account upon
retirement, the participant's age and the form of benefit payment elected
by the participant. The Company maintains the Supplemental Retirement Plan
for its executive officers. Under the Supplemental Retirement Plan, an
amount is accrued that equals the portion of the contribution to the
Company's Profit Sharing Plan that is restricted due to restrictions under
ERISA. In 1994, Messrs. Wheeler, Sabala and Boyd were credited with
contributions of $7,500, $7,500 and $7,500, respectively, under the Project
Sharing Plan. In 1994, Messrs. Wheeler, Clark, Sabala, Boyd and Wilder were
credited with $25,286, $8,499, $6,144, $2,778 and $1,431, respectively,
pursuant to the Supplemental Retirement Plan.

The following Option Grants Table sets forth, for each of the named
executive officers, information regarding individual grants of options granted
in January 1995 under the LTIP for services rendered in 1994, and their
potential realizable values. Information regarding individual option grants
includes the number of options granted, the percentage of total grants to
employees represented by each grant, the per-share exercise price and the
expiration date. The potential realizable value of the options are based on
assumed annual 0%, 5% and 10% rates of stock price appreciation over the term of
the option. Also set forth is the amount of the increases in the value of all of
the Company's outstanding shares of Common Stock that would be realized in the
event of such annual rates of stock price appreciation.

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<PAGE> 12

OPTION GRANTS TABLE

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(4)
----------------------------------------------------------------------------------- ------------------------------------------
% OF TOTAL
OPTIONS GRANTED
TO EMPLOYEES
OPTIONS GRANTED IN FISCAL EXERCISE EXPIRATION
NAME (#)(1) YEAR(2) PRICE ($/SH)(3) DATE 0% 5% ($) 10% ($)
------------- --------------- --------------- --------------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dennis E.
Wheeler.... 15,600 35.61% $15.625 1/5/05 $ 0 $ 153,270 $ 388,518
Michael L.
Clark...... 8,640 19.72% 15.625 1/5/05 0 84,888 215,179
James A.
Sabala..... 6,336 14.46% 15.625 1/5/05 0 62,251 157,798
William F.
Boyd....... 4,320 9.86% 15.625 1/5/05 0 42,444 107,590
Alan L.
Wilder..... 2,040 4.66% 15.625 1/5/05 0 20,043 50,806
All
Shareholders
(5)........ $ 0 $153,229,128 $388,414,395
Named
Executive
Officers'
Gains as a
% of All
Shareholder
Gains...... .24% .24%
</TABLE>

---------------

(1) The options are nonqualified stock options that become exercisable
cumulatively as to 25%, 50%, 75% and 100% after the first, second, third
and fourth anniversaries, respectively, after the date of grant.

(2) Based on options for a total of 43,806 shares granted to all employees.

(3) The exercise price is equal to the fair market value on the date of grant of
the option.

(4) The potential realizable values shown in the columns are net of the option
exercise price. These amounts assume annual compounded rates of stock price
appreciation of 0%, 5%, and 10% from the date of grant to the option
expiration date, a term of ten years. These rates have been set by the U.S.
Securities and Exchange Commission and are not intended to forecast future
appreciation, if any, of the Company's Common Stock. Actual gains, if any,
on stock option exercises are dependent on several factors including the
future performance of the Company's Common Stock, overall stock market
conditions, and the optionee's continued employment through the vesting
period. The amounts reflected in this table may not actually be realized.

(5) Total dollar gains based on assumed annual rates of appreciation shown and
the 15,595,840 shares of Common Stock outstanding on March 21, 1995.

9
<PAGE> 13

The following aggregate Option Exercises and Year-End Option Value Table
sets forth, for each of the named executive officers, information regarding
aggregate exercises of options in 1994 and the number and value of unexercised
options at December 31, 1994:

AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
<TABLE>
<CAPTION>

SHARES
ACQUIRED VALUE OF UNEXERCISED
ON VALUE NUMBER OF UNEXERCISED IN-THE-MONEY
NAME EXERCISE (#) REALIZED ($) OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)(1)
------------------ ------------ ------------ --------------------- ------------------------
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
<S> <C> <C> <C> <C>
Dennis E.
Wheeler......... -- -- 37,061/29,981 $ 34,875/$8,625
Michael L.
Clark........... -- -- 1,556/8,964 $ --/$ --
James A. Sabala... -- -- 10,783/11,868 $ 3,438/$3,438
William F. Boyd... -- -- 2,990/7,466 $ 2,563/$2,563
Alan L. Wilder.... -- -- 1,350/3,494 $ 1,125/$1,125
</TABLE>

---------------

(1) Market value of underlying securities at exercise or year-end, minus the
exercise price.

The following Long-Term Incentive Plan Awards Table sets forth, for each of
the named executive officers, long-term incentive plan awards (not payouts) made
in January 1995 for services rendered in 1994 under the LTPSP. (Payouts for the
completed four-year performance periods ending in 1992, 1993 and 1994 are
reported above under the Long-Term Compensation Payouts column of the Summary
Compensation Table.)

LONG-TERM INCENTIVE PLAN AWARDS TABLE

<TABLE>
<CAPTION>
NUMBER PERFORMANCE
OF OR ESTIMATED FUTURE-PAYOUTS
SHARES, OTHER UNDER
UNITS PERIOD NON-STOCK PRICE BASED
OR UNTIL PLANS (2)
OTHER MATURATION -------------------------
RIGHTS OR THRESHOLD TARGET MAXIMUM
NAME (#)(1) PAYOUT (#) (#) (#)
--------------------------------- ------ ---------- ----- ----- ------
<S> <C> <C> <C> <C> <C>
Dennis E. Wheeler................ 8,111 12/31/97 4,056 8,111 12,167
Michael L. Clark................. 4,493 12/31/97 2,247 4,493 6,740
James A. Sabala.................. 3,295 12/31/97 1,648 3,295 4,943
William F. Boyd.................. 2,246 12/31/97 1,123 2,246 3,369
Alan L. Wilder................... 1,061 12/31/97 531 1,061 1,592
</TABLE>

---------------

(1) Performance share awards under the LTPSP are based upon target award levels
established by the Committee at the beginning of each four-year performance
period and vary depending upon the participant's responsibilities and base
salary. Awards under the LTPSP are paid after the end of a four-year
performance period and may vary from 0% to 150% of the targets based on
actual Company financial performance. Commencing with LTPSP awards made in
1993, 60% is paid in shares of Common Stock and 40% is paid in cash upon
completion of the four-year performance period. The first long-term
performance awards under the LTIP occurred in 1989 and the first payout of
such awards was made in

10
<PAGE> 14

1992, as reported under the Long-Term Compensation Payouts column of the
Summary Compensation Table.

(2) Company financial performance for LTPSP award determination purposes is
based on the Company's total shareholder return ("TSR") relative to a group
of other companies in the precious metals mining industry (the "Comparable
Group"). TSR equals the market price of the Company's Common Stock at the
end of the four-year period plus dividends paid during the period, divided
by the market price of the Common Stock at the beginning of the period.
Actual award levels are based on the relative performance of the Company's
TSR relative to the TSRs of the Comparable Group companies. The threshold
performance level (i.e., the minimum amount payable) is reached if the
Company's TSR is at the 30th percentile, in which case the percent of the
target award is 50%. The target performance level is reached if the
Company's TSR is at the 50th percentile, in which case the percent of the
target award is 100%. The maximum performance level is achieved if the
Company's TSR is at or above the 75th percentile, in which case the percent
of the target award is 150%.

COMPENSATION COMMITTEE REPORT

The following description of the Company's executive compensation practices
and policies is presented on behalf of the Compensation Committee of the
Company's Board of Directors (the "Committee"). The fundamental philosophy of
the Company's Executive Compensation Program is to offer competitive
compensation opportunities based on both the individual's performance and the
Company's performance. The Company and the Committee receive the services of
Hewitt Associates, a leading, independent executive compensation consulting firm
in connection with the implementation of the Company's Executive Compensation
Program. Compensation of the Company's executive officers is reviewed annually
by the Committee, which is comprised entirely of outside directors, and is
directly linked to the Company's financial performance comparisons with other
companies in the industry and shareholder interests. Total compensation
opportunities are competitive with those offered by comparable employers in the
precious metals mining industry and annual salaries are intended to be in the
third quartile of comparable company executive salary levels. The present
members of the Committee are Joseph C. Bennett, Jeffery T. Grade and Duane B.
Hagadone.

Annual incentive compensation awards under AIP are based on target award
levels, expressed as a percentage of base salaries, established at the beginning
of each annual performance period for participating executives and vary (from
50% for the Company's Chairman/President/CEO to lower amounts for other
executives) depending upon the individual's level of responsibility and impact
on overall Company performance. Specific individual and group objectives,
reflecting the executive's responsibilities, are developed for each
participating executive prior to the beginning of the year. Objectives for
participants other than the Chairman/President/CEO are established for each
participant and approved by the Chairman/President/ CEO. Individual objectives
for the Chairman/President/CEO are established by the Committee and for 1994
included objectives relating to the operation, management and growth of the
Company. In addition, financial objectives are established for the Company based
on growth of total assets and cash flow return on total assets. Actual awards
paid after the end of each annual performance period vary from the target awards
based on the actual versus targeted performance objectives. One-half of the
target award value is based on financial performance of the Company and one-half
is based on the individual performance of the participant. Awards

11
<PAGE> 15

vary from zero percent to 200 percent of the target awards and are 50% payable
in cash and 50% in shares of Common Stock.

Long-term incentive awards under the Plan consist of non-qualified stock
options granted under the LTIP and performance shares awarded under the LTPSP.
Of each long-term incentive awarded, 40% is allocated to non-qualified stock
options granted under the LTIP and 60% is allocated to performance shares
awarded under the LTPSP.

Awards of non-qualified stock options are based on established percentages
of base salary and vest cumulatively at a rate of 25% per year. The options
expire ten years after the date of grant. Option exercise prices are equal to
the fair market value of the Common Stock on the date of grant. As of March 21,
1995, non-qualified stock options to purchase a total of 190,909 shares of
Common Stock at an average exercise price of $17.71 per share were outstanding.

Performance shares awarded under the LTPSP are designed to award key
executives for overall Company performance over a four-year time period and to
align the interests of such executives with those of shareholders by rewarding
increases in shareholder value. Before each four-year performance period begins,
target awards, expressed as a percentage of base salaries, are established for
each executive, with a target award level (varying from 25% for the Company's
Chairman/President/CEO to lower amounts for other executives) for each
participant depending upon the individual's level of responsibility and impact
on overall total return to shareholders. Actual awards paid at the end of the
four-year performance period vary from the initial award target based on the
actual total shareholder return ("TSR") of the Company relative to the TSRs of a
group of other companies in the precious metals mining industry (the "Comparable
Group"). The companies in the Comparable Group are AMAX Gold, Inc., American
Barrick Resources Corp., ASARCO, Inc., Battle Mountain Gold Co., Echo Bay Mines,
Ltd., FMC Gold Company, Hecla Mining Co., Homestake Mining Co., Newmont Gold
Company, Pegasus Gold, Inc. and Placer Dome, Inc. TSR is the price of the Common
Stock at the end of the year plus dividends during the year, divided by the
market value of the Common Stock at the beginning of the year. Actual award
payments may vary from zero percent to 150% of the target awards. Final awards
under the LTPSP, which are not determinable until completion of the four-year
performance period, are paid 60% in shares of Common Stock and 40% in cash.

As discussed above, one-half of the annual incentive awards under the AIP
and all long-term incentive awards under the LTPSP are directly related to
Company performance. Growth of total assets and cash flow return on total assets
are considered in establishing Company financial objectives for purposes of AIP
incentive payment determinations and Company TSR in comparison with Comparable
Group TSRs is used to determine actual long-term cash incentive award payments
under the LTPSP. Individual performance is measured against predetermined
individual or group objectives, the formulation of which reflect the nature of
the particular executive's responsibilities, in determining one-half of the
annual incentive payments under the AIP.

Payments made under the AIP based on 1994 performance reflect the following
Company performance accomplishments: (i) the increase in the Company's total
revenues from $83.7 million in 1993 to $103.9 million in 1994 and the reduction
of the Company's loss from $8.1 in 1993 to $3.9 in 1994; (ii) the increase in
the Company's total gold and silver production from approximately 123,000 and
6.1 million ounces in 1993, respectively, to Company record levels of
approximately 129,000 and 6.2 million ounces in 1994, respectively;

12
<PAGE> 16

(iii) the consummation in January and February of an offering of $100,000,000
principal amount of 6 3/8% Convertible Subordinated Debentures Due 2004; (iv)
the completion of the feasibility study at the Fachinal property in Chile and
commencement in July 1994 of mine construction contracting activities there; (v)
the acquisition of interests in the fully developed, operating El Bronce and
Faride Mines in Chile in July and September 1994, respectively; (vi) the
formation with ASARCO Incorporated ("ASARCO") of Silver Valley Resources
Corporation, 50% of which will be owned by each of the Company and ASARCO and
will consist of the Coeur and Galena Mines and the Calady property; (vii) the
completion in July 1994 of the new life-of-mine leach pad and conveyor system at
the Rochester Mine a month ahead of schedule; (viii) the increase in the
Company's total precious metals reserves from approximately 2.5 million ounces
of gold and 129.0 million ounces of silver at the end of 1993 to 2.7 million
ounces of gold and 131.0 million ounces of silver at the end of 1994; (ix) the
receipt in November by the Rochester Mine of the Nevada Association and
Conservation District environmental award; and (x) the acquisition by the
Company of the remaining one-third interest in the Jualin property in Alaska.
Payments under the LTIP, which exceed the targets established under that plan,
were based on the Company's total shareholder return relative to the Comparable
Group during the four-year period ending in 1994.

The Committee concluded that Mr. Wheeler's 1994 performance as
Chairman/President/CEO of the Company exceeded the objectives established by the
Committee. That conclusion and the determination of his awards, which exceeded
targets established under the AIP for 1994 performance, were based upon: (i) the
Company's performance accomplishments described in the above paragraph and, in
particular, Mr. Wheeler's instrumental role in expanding the Company's
activities in Chile in connection with the commencement of construction at the
Fachinal property and the acquisitions of the Company's interests in the El
Bronce and Faride Mines in that country, and the expansion of the staff,
including the appointment of three new top-level managers, at CDE Chilean Mining
Corporation, the Company's Chilean subsidiary; (ii) Mr. Wheeler's leadership in
the industry in being named the 1994 recipient of the Environmental Conservation
Distinguished Service Award by the American Institute of Mining, Metallurgical
and Petroleum Engineers in February 1994 and appointed as a U.S. Director of the
World Gold Council in June 1994, as well as in his continued activities as a
primary spokesperson for U.S. mining companies in Washington, D.C. in connection
with efforts to obtain favorable resolution of amendments to the country's
mining law which are deemed adverse to the general mining industry; and (iii)
Mr. Wheeler's strategic financial leadership in positioning the Company so that
its cash, cash equivalents and short-term investments at the end of 1994
aggregated approximately $143.2 million, which is approximately 7.7 times the
Company's year-end current liabilities, and which will enable the Company to
take advantage of favorable opportunities to acquire or make investments in
additional precious metals mines, properties or businesses that may arise.

Compensation Committee of the Board of Directors
Joseph C. Bennett
Jeffery T. Grade
Duane B. Hagadone

13
<PAGE> 17

SUPPLEMENTAL RETIREMENT DEFERRED COMPENSATION PLAN

Pursuant to the Company's Supplemental Retirement Deferred Compensation
Plan, officers may defer up to 25% of their salary as well as the cash portion
of awards under the AIP and LTPSP. Amounts deferred accrue interest at a prime
lending rate not to exceed 10% and payout may be effected by a lump sum or an
annuity.

DIRECTORS' FEES

In and prior to 1994, outside directors received an annual director's fee
of $25,000 and also received an additional fee of up to a total of $25,000 per
year for services as a director of one or more of the Company's subsidiaries.
Each outside director of the Company received total director's fees of $50,000
in 1994. Assuming shareholder approval of the proposed Non-Employee Directors'
Stock Option Plan discussed below, outside directors will receive at least
$5,000 of their director fees in the form of stock options in lieu of $5,000 of
cash compensation and will be able to elect to receive stock options in lieu of
cash fees for up to the $45,000 balance of their annual director fees. Committee
members receive no compensation for their services.

DIRECTORS' RETIREMENT PLAN

Pursuant to the Company's Directors' Retirement Plan, outside directors who
have a minimum of five years of service are entitled to one year of retirement
benefit for each year of service up to a maximum of ten years of retirement
benefits. Each year's retirement benefit is equal to 40% of the outside
director's annual compensation as a director of the Company at the time of
retirement.

CHANGE IN CONTROL PROVISIONS

In the event of a change in control of the Company, as defined below (a
"Change in Control"), all awards under the Program fully vest as follows: (i)
all unvested stock options become fully exercisable; (ii) any unvested shares of
restricted stock become fully vested so that the restrictions on the sale of
such stock lapse on the Change in Control date; and (iii) cash or Common Stock
payments of performance awards made under the Program must be fully paid within
30 days following the date of the Change in Control. A Change in Control of the
Company for purposes of the Program is deemed to occur in the event of (i) an
organization, group or person acquires beneficial ownership of securities of the
Company representing 35% or more of the combined voting power of the Company's
then outstanding securities; (ii) a majority of the members of the Company's
Board of Directors during any two-year period is replaced by directors who are
not nominated and approved by the Board; (iii) a majority of the Board members
is represented by, appointed by or affiliated with any organization, group or
person whom the Board has determined is seeking to affect a Change in Control of
the Company; or (iv) the Company is combined with or acquired by another company
and the Board determines, either before or after such event, that a Change in
Control will or has occurred.

EMPLOYMENT AGREEMENTS

The Company has an employment agreement with Dennis E. Wheeler, Chairman of
the Board, President and Chief Executive Officer, which provides for a term of
employment through June 1, 1997, and which is automatically extended for one
year on June 1 of each year unless terminated or modified by the Company by
written notice. Mr. Wheeler's employment agreement includes the same Change in
Control provisions as those included in the Executive Severance Agreements
described below, and in the event of his death, his

14
<PAGE> 18

employment agreement provides for the lump sum payment to his estate of an
amount equal to his annual base salary at the time of such death.

On June 28, 1994, the Company extended through December 31, 1995, and
continuing from year-to-year thereafter unless terminated by the Company by
written notice, the Executive Severance Agreements with five executive officers
and three key managerial employees of the Company ("Executives") pursuant to
which certain benefits will be payable to the Executives in the event of a
Change in Control of the Company and the termination of the Executive's
employment within two years after such Change in Control for any reason other
than for cause, disability, death, normal retirement or early retirement. (The
term "Change in Control" for purposes of the Executive Severance Agreements has
the same meaning as that discussed above under "Change in Control Provisions.")

The benefits payable to an Executive in the event of a Change in Control
and such termination of employment are (i) the continued payment of the
Executive's full base salary at the rate in effect immediately prior to his or
her termination of employment, as well as the short-term and long-term bonuses
at 100% of the target levels provided under the AIP and LTPSP for the two years
following such termination of employment; (ii) the continued payment by the
Company during that period of all medical, dental and long-term disability
benefits under programs in which the Executive was entitled to participate
immediately prior to termination of employment; (iii) acceleration of the
exercisability and vesting of all outstanding stock options, restricted stock,
performance plan awards and performance shares granted by the Company to the
Executive under the Program; and (iv) the granting to the Executive of continued
credit through the two-year period following termination of employment for
purposes of determining the Executive's retirement benefits under the Company's
Profit Sharing Plan. Each Executive Severance Agreement provides that if the
severance payments provided thereunder would constitute a "parachute payment,"
as defined in Section 280G of the Internal Revenue Code, the payment will be
reduced to the largest amount that would result in no portion being subject to
the excise tax imposed by, or the disallowance of a deduction under, certain
provisions of the Code. Accordingly, the present value of such payment will
generally be required to be less than three times the Executive's average annual
taxable compensation during the five-year period preceding the Change in
Control.

CERTAIN TRANSACTIONS

In recent years, the Congress has considered repealing or amending the
Mining Law of 1872. Any such legislation, if passed, could have an adverse
impact upon the Company's business. Mr. James A. McClure, a director of the
Company, is the President and a principle shareholder of the consulting firm of
McClure, Gerard & Neuenschwander, Inc. This firm represents a group of mining
companies that have retained the firm with regard to such legislation and who
share in the cost of services. In addition, the firm performed services for the
Company and its venture partner, Echo Bay Mines, regarding legislative issues
concerning the Kensington Venture near Juneau, Alaska. During 1994, the Company
paid the firm $259,361 for consulting services and expects to pay the firm
$75,000 for consulting services to be rendered in 1995.

15
<PAGE> 19

PROPOSAL NO. 2

PROPOSED AMENDMENT OF THE COMPANY'S EXECUTIVE COMPENSATION
PROGRAM AUTHORIZING AN ADDITIONAL 500,000 SHARES OF COMMON STOCK
FOR ISSUANCE THEREUNDER

In 1989, when the Company adopted its Executive Compensation Program
("Program"), 357,000 shares of Common Stock were authorized for possible
issuance under the Program. As of March 21, 1995, 66,908 of such shares remained
available for issuance under the Program. On March 16, 1995, the Company's Board
of Directors approved a resolution amending the Program to authorize an
additional 500,000 shares for issuance thereunder and directed that the proposal
be submitted for shareholder approval at the 1995 Annual Meeting of
Shareholders. The Company believes that such amount should be sufficient to
satisfy the anticipated need for shares under the Program for the next five
years.

The three component plans that constitute the Program, which is
administered by the Compensation Committee, are the AIP, the LTIP and the LTPSP.
The AIP provides for annual incentive compensation awards, one-half of which are
based on the financial performance of the Company and one-half on the individual
officer's performance. Since 1993, one-half of each AIP award has been paid in
cash and one-half in shares of Common Stock; such share awards have been made
under the LTIP. Prior to 1993, awards under the AIP consisted solely of cash.
The LTIP provides for the grant of non-qualified stock options that are based on
a percent of base salary and vest cumulatively at a rate of 25% per year. The
LTPSP provides for the issuance of performance share awards (60% of which are
payable in shares of Common Stock and 40% are payable in cash after a four-year
performance period) and are based on long-term shareholder value enhancement
relative to industry competitors over a four-year period. Such share awards have
been made under the LTIP. Prior to 1993, such LTPSP share awards consisted
solely of cash. Shares issued under the Program may be originally issued shares
or shares in treasury that are acquired by the Company in the open market or
otherwise.

For a description of the Program and the terms of the AIP, LTIP and LTPSP,
reference is made to the discussion set forth above under "COMPENSATION AND
RELATED MATTERS."

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
PROPOSED AMENDMENT AUTHORIZING AN ADDITIONAL 500,000 SHARES OF COMMON STOCK FOR
ISSUANCE UNDER THE PROGRAM.

PROPOSAL NO. 3

PROPOSED ADOPTION OF NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

The Board of Directors proposes that shareholders approve the Non-Employee
Directors' Stock Option Plan (the "Plan"). The Plan was approved by the Board of
Directors on January 24, 1995, and, subject to shareholder approval at the
Annual Meeting, is effective as of January 1, 1995. In a study dated February
17, 1995, Hewitt Associates reported that 59% of the companies comprising the
Fortune 500 industrials include some type of equity based plan in their director
compensation. The Plan is designed to maintain the Company's ability to attract
and retain the services of experienced and highly qualified outside directors
and to increase their proprietary interest in the Company through the
acquisition of Common Stock. The fair market value of any options granted under
the Plan are in lieu of an equal amount of the director's cash compensation.

16
<PAGE> 20

The following summary description of the Plan is qualified in its entirety by
reference to the full text of the Plan, which is attached to this Proxy
Statement as Exhibit A.

Administration. The Plan is administered by the Board of Directors of the
Company. Although the Board is authorized to interpret the Plan and establish
rules relating to its implementation, the Board's administrative functions are
ministerial in view of the Plan's explicit provisions described below, including
those relating to eligibility for option grants and predetermination of the
timing, pricing and amount of such grants. Furthermore, the Board may not amend
the Plan or take any action that would materially increase the benefits accruing
to participants under the Plan. It is intended that the Plan will conform with
the requirements of Rule 16b-3 under the Securities Exchange Act of 1934.

Eligibility. Directors of the Company who are not employed by the Company
or a subsidiary of the Company are eligible to receive options under the Plan.
Five of the Company's present directors (i.e., Joseph C. Bennett, Jeffrey T.
Grade, Duane B. Hagadone, James J. Curran and James A. McClure) currently are
eligible to participate. In order to become a participant under the Plan, a
person must be a non-employee director at the end of a calendar year and must
make an irrevocable election prior to the end of such year to receive all or a
specified portion, but not less than $5,000, of such person's regular directors'
fees for the next year in the form of an option under the Plan.

An option granted to a non-employee director pursuant to the Plan is in
lieu of the directors' fees to which such director otherwise would be entitled
during the following year or, for a newly-elected non-employee director, during
the remainder of the year in which first elected. As described above under
"COMPENSATION AND RELATED MATTERS -- Directors' Fees," each non-employee
director receives total annual directors' fees of $50,000. Pursuant to the Plan,
each non-employee director receives at least $5,000 of his directors' fees in
the form of a stock option under the Plan in lieu of cash and is able to elect
to receive a stock option in lieu of cash fees for up to the $45,000 balance of
his annual directors' fees.

In the case of a non-employee director who first becomes eligible during a
calendar year, the irrevocable election must be made within 30 days of such
person's becoming a non-employee director and will apply to the directors' fees
to be earned by such person for the remainder of the year.

Authorized Shares. Subject to adjustment as described below, a total of
200,000 shares of Common Stock of the Company will be reserved for issuance upon
the exercise of options under the Plan. Shares issued under the Program may be
originally issued shares or may be shares in treasury that are acquired by the
Company in the open market or otherwise. In the event of the expiration or
termination of an option prior to exercise, the shares subject to such option
will become available for the grant of additional options under the Plan.
Adjustments will be made in the number of shares subject to the Plan and subject
to subsequent and outstanding options, and in the purchase price of outstanding
options, in order to reflect changes in the Company's Common Stock through
changes in the corporate structure or capitalization such as through a stock
dividend, stock split or merger.

Option Grants. As stated above, options are granted under the Plan only in
lieu of an optionee's foregone annual directors' fees. Each option will consist
of (i) a mandatory award valued (as described below) at $5,000 and (ii) an
elective award valued at the amount of the $45,000 balance of the annual
directors' fees which the optionee elects to be in the form of a stock option
under the Plan. Options are automatically granted under the Plan on the third
business day of each year to each non-employee director. With respect to a non-
employee director who is first elected during a year, an option will
automatically be granted to such person on the 30th day following the day of his
becoming a director. The value of the option is determined by an

17
<PAGE> 21

independent consultant or other expert applying the Black-Scholes option
valuation method designed to value a right to acquire shares of Common Stock of
the Company at an exercise price equal to the fair market value thereof on the
date of grant, which right is exercisable at any time beginning six months from
the date of grant and ending ten years from the date of grant. The following
table sets forth information regarding options that were granted under the Plan
to non-employee directors on January 5, 1995, which option grants are subject to
shareholder approval of the Plan at the Annual Meeting:

<TABLE>
<CAPTION>
NUMBER
AMOUNT OF OPTION
OF SHARES EXERCISE
FOREGONE SUBJECT PRICE
DIRECTOR'S TO PER
NAME OF OUTSIDE DIRECTOR FEES OPTION* SHARE**
-------------------------------------------- ------- ------ -------
<S> <C> <C> <C>
Joseph C. Bennett........................... $ 5,000 594 $15.625
James J. Curran............................. 25,000 2,790 15.625
Jeffrey T. Grade............................ 5,000 594 15.625
Duane B. Hagadone........................... 50,000 5,938 15.625
James A. McClure............................ 5,000 594 15.625
------- ------
Total.................................. $90,000 10,510
======= ======
</TABLE>

---------------

* The number of shares is determined by dividing each outside director's
foregone directors' fees by the per-share value of an option using the
Black-Scholes option valuation method.

** The option exercise price is equal to the average of the high and low prices
of the Common Stock reported by the New York Stock Exchange on January 5,
1995, which was the date of grant.

Option Exercise. The option exercise price is equal to the average of the
high and low prices of the Common Stock as reported by the New York Stock
Exchange on the date of grant. Options become exercisable commencing six months
following the date of grant and cease to be exercisable ten years following such
date, at which time they expire. The option exercise price may be paid (i) in
cash, (ii) in shares of Common Stock already owned by the optionee and valued at
their fair market value on the date of exercise of the option, (iii) by
requesting the Company to withhold from the number of shares of Common Stock
issuable upon exercise of the option that number of shares having an aggregate
fair market value on the date of exercise equal to the option exercise price for
all of the shares subject to such exercise, or (iv) by a combination of (i),
(ii) and (iii) above.

Director Fee Suspension; Termination of Service. Payment of an optionee's
directors' fees is suspended commencing with the first scheduled quarterly
payment date coinciding with or subsequent to the date of grant of an option
under the Plan, and continuing until the amount of the directors' fees foregone
by the optionee equals the option value, the method of valuation of which is
discussed above. In the event the optionee's service as a director of the
Company terminates prior to the suspension of an amount of the optionee's
directors' fees equal to the value of the option, then either (i) the option is
cancelled to the extent that the value thereof exceeds the amount of the
optionee's suspended director's fees, or (ii) the optionee submits a cash
payment to the Company equal to the amount of the excess of the value of the
option over the amount of directors' fees suspended.

Transferability. Options granted under the Plan will be non-transferable
other than by will, testamentary trust or the laws of descent and distribution.
The Company plans to file a Form S-8 Registration Statement with the Securities
and Exchange Commission in order to register the shares underlying options
granted under the Plan pursuant to the Securities Act of 1933.

18
<PAGE> 22

Merger Consolidation or Liquidation. At least 30 days prior written notice
of a merger, consolidation or liquidation of the Company will be given by the
Company to optionees under the Plan. Upon the occurrence of a merger,
consolidation or liquidation of the Company, options outstanding under the Plan
will automatically terminate unless the surviving or acquiring corporation
assumes the option or substitutes a new option for it.

Tax Consequences. Options granted under the Plan will be non-statutory
options not intended to qualify under Section 422(A) of the Internal Revenue
Code. The grant of options will not result in taxable income to the optionee or
a tax deduction for the Company. The exercise of an option, however, will result
in taxable ordinary income to the optionee and a corresponding deduction for the
Company, in each case equal to the difference between the option exercise price
and the fair market value of the underlying shares on the date the option is
exercised.

Duration of Plan. The Plan will remain in effect until (i) all Common
Stock subject to options granted under the Plan have been purchased or acquired,
(ii) the Board terminates the Plan or (iii) January 1, 2005, which is ten years
after the effective date of the Plan. Options which have not lapsed or been
exercised at the time the Plan terminates will remain in effect until they
expire or are exercised.

Plan or Amendment or Termination. The Board of Directors may suspend or
discontinue the Plan or amend it; provided, however, that provisions relating to
method of determining the amount, timing and pricing of options may not be
amended more than once every six months, other than to comport with changes in
the Internal Revenue Code, the Employee Retirement Income Security Act or the
rules thereunder. The Board will have 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. Without the approval
of shareholders, no revision or amendment may change the number of shares
subject to the Plan other than as a result of a capitalization adjustment,
change the designation of the class of directors eligible to receive options or
materially increase the benefits accruing to participants under the Plan.
Furthermore, no amendment may alter or impair any rights or obligations relating
to a previously granted option without the consent of the optionee.

MANAGEMENT RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSED
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN.

PROPOSAL NO. 4

INDEPENDENT ACCOUNTANTS

The Company's Board of Directors has appointed Ernst & Young to serve as
the Company's independent public accountants for the current fiscal year. Ernst
& Young has served since 1981 in that capacity. A resolution will be presented
at the Annual Meeting to ratify the appointment by the Company's Board of
Directors of Ernst & Young to serve as the Company's independent public
accountants for the current fiscal year. A majority vote is required for
ratification. A representative of Ernst & Young will be present at the Annual
Meeting to answer any questions concerning the Company's financial statements
and to make a statement if he desires to do so.

19
<PAGE> 23

STOCK PERFORMANCE CHART

The following chart compares the Company's cumulative total shareholder
return with the S&P 500 Index, which is a performance indicator of the overall
stock market, and a Company-determined peer group.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG COEUR D'ALENE MINES CORPORATION, S&P 500 INDEX
& PEER GROUP INDEX**

Coeur d'Alene
Measurement Period Mines Corporation Peer Group
(Fiscal Year Covered) Common Stock S&P 500 Index Index* *
<S> <C> <C> <C>
Dec. 1989 100.00 100.00 100.00
Dec. 1990 79.08 98.35 97.67
Dec. 1991 66.87 127.94 80.16
Dec. 1992 55.12 138.66 74.06
Dec. 1993 102.89 152.82 127.85
Dec. 1994 78.88 154.05 105.69
</TABLE>

Assumes $100 invested on January 1, 1989, in the Company's Common Stock, S&P 500
Index and a peer group index.
---------------

* Total return assumes reinvestment of dividends.

** The issuers of common stock included in the peer group index are Amax Gold,
Inc., American Barrick Resources Corporation, ASARCO Incorporated, Battle
Mountain Gold Co., Echo Bay Mines, Ltd., FMC Gold Company, Hecla Mining
Company, Homestake Mining Company, Newmont Gold Company, Pegasus Gold, Inc.
and Placer Dome, Inc.

*** Fiscal year ending December 31.

20
<PAGE> 24

1996 SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the 1996 Annual
Meeting must be received by the Secretary of the Company, 400 Coeur d'Alene
Mines Building, Post Office Box I, Coeur d'Alene, Idaho 83814 no later than
December 4, 1995, in order for them to be considered for inclusion in the 1996
Proxy Statement.

OTHER MATTERS

Management is not aware of any other matters to be considered at the
meeting. If any other matters properly come before the meeting, the persons
named in the enclosed Proxy will vote said Proxy in accordance with their
discretion.

This Proxy Statement is accompanied by the Annual Report of the Company
which includes financial statements for the year ended December 31, 1994. The
Annual Report is not to be regarded as part of the proxy solicitation materials.

By order of the Board of Directors,
COEUR D'ALENE MINES CORPORATION

/s/ WILLIAM F. BOYD
-------------------
William F. Boyd
Secretary

Coeur d'Alene, Idaho
March 31, 1995

21
<PAGE> 25

EXHIBIT A

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 on 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 Income 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.

(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.

A-1
<PAGE> 26

(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.

(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.

A-2
<PAGE> 27

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 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 Participant
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 Value of an Option established by
an independent appraiser. The grant date shall be the third business day of each

A-3
<PAGE> 28

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

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.

A-4
<PAGE> 29

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 claims 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 may 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 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

A-5
<PAGE> 30

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 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.

A-6
<PAGE> 31

COEUR D'ALENE MINES CORPORATION

400 COEUR D'ALENE MINES BUILDING, 505 FRONT AVENUE, P.O. BOX I

COEUR D'ALENE, IDAHO 83814

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS ON MAY 9, 1995, 9:30 A.M., LOCAL TIME

The undersigned appoints Dennis E. Wheeler or, in his absence, William F. Boyd,
proxy of the undersigned, with full power of substitution, to vote all shares of
Coeur d'Alene Mines Corporation common stock the undersigned is entitled to vote
at the Annual Meeting of Shareholders to be held May 9, 1995, or at any
adjournment thereof, with all powers the undersigned would have if personally
present.

THE SHARES WILL BE VOTED AS DIRECTED, AND WITH RESPECT TO OTHER MATTERS OF
BUSINESS PROPERLY BEFORE THE MEETING AS THE PROXIES SHALL DECIDE. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4.

The Board of Directors recommends voting FOR the following proposals:
1. TO ELECT DIRECTORS

/ / FOR all eight nominees listed below (except as marked to the contrary
below)

C.D. ANDRUS, J.C. BENNETT, J.J. CURRAN, J.T. GRADE, D.B. HAGADONE,
J.A. MCCLURE, J.A. SABALA and D.E. WHEELER.

(INSTRUCTION: To withhold authority for any individual nominee, write that
nominee's name in the space
provided below.)
--------------------------------------------------------------------------------
/ / WITHHOLD AUTHORITY to vote for all nominees listed above.
(Continued on reverse side)
<PAGE> 32

2. TO AMEND THE COMPANY'S EXECUTIVE COMPENSATION PROGRAM AUTHORIZING AN
ADDITIONAL 500,000 SHARES OF COMMON STOCK FOR ISSUANCE THEREUNDER

FOR / / AGAINST / / ABSTAIN / /

3. TO APPROVE THE PROPOSED NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN AND TO
AUTHORIZE 200,000 SHARES OF COMMON STOCK FOR ISSUANCE PURSUANT THERETO.

FOR / / AGAINST / / ABSTAIN / /

4. TO RATIFY THE SELECTION OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR 1995.

FOR / / AGAINST / / ABSTAIN / /

5. In their discretion, the Proxies are authorized to vote upon such other
business as properly may come before the meeting.

<TABLE>
<S> <C>
Sign exactly as your name
appears hereon. When
signing in a
representative or
fiduciary capacity,
indicate title. If shares
are held jointly, each
holder should sign.

Date , 1995
---------------

--------------------------

--------------------------
Signature of
Shareholder(s)
</TABLE>