Edgar Filing: COEUR D ALENE MINES CORP

(Draft -7/1/02)

SCHEDULE 14A
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COEUR D'ALENE MINES CORPORATION

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File: 853396
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PRELIMINARY PROXY SOLICITING MATERIAL DATED JULY 26, 2002

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

August ___, 2002

Dear Shareholder:

We are pleased to invite you to attend our Annual Meeting of Shareholders.
This year it will be held the morning of Tuesday, September 17, 2002, at 9:00
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:

o elect directors,

o approve an amendment of our Restated and Amended Articles of
Incorporation authorizing an increase in the number of authorized
shares of common stock from 125 million to 250 million shares, and

o increase the number of shares of common stock authorized for issuance
under our Executive Compensation Program and Non-Employee Directors'
Stock Option Plan.

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, it is important that you be represented by proxy.
If you cannot attend the meeting, we urge you to date and sign the enclosed
proxy card, and return it promptly. We have provided a return-addressed,
permit-stamped envelope for your convenience.

Sincerely,

/s/ Dennis E. Wheeler

DENNIS E. WHEELER
Chairman of the Board,
President and Chief Executive Officer

WE URGE YOU TO CAREFULLY CONSIDER EACH OF THE MATTERS TO BE VOTED UPON AT THE
ANNUAL MEETING AND THE BOARD'S RECOMMENDATION THAT SHAREHOLDERS VOTE FOR EACH OF
THE PROPOSALS BEING PRESENTED.

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 our Annual Meeting of Shareholders will be held
at The Coeur d'Alene Resort and Conference Center, Second Street and Front
Avenue, Coeur d'Alene, Idaho, on Tuesday, September 17, 2002, at 9:00 A.M.,
local time, for the following purposes:

1. To elect a Board of Directors consisting of 10 persons to serve for
the ensuing year or until their respective successors are duly elected and
qualified;

2. To approve an amendment of our Restated and Amended Articles of
Incorporation authorizing an increase in the number of authorized shares of
common stock from 125 million to 250 million shares;

3. To amend our Executive Compensation Program to authorize the
reservation of an additional 1,000,000 shares of common stock for issuance
under the program;

4. To amend our Non-Employee Directors' Stock Option Plan to authorize
the reservation of an additional 500,000 shares of common stock for
issuance under options to be granted under the plan; and

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

Nominees for directors to be elected at the Annual Meeting are set forth in
the enclosed Proxy Statement.

Only shareholders of record at the close of business on Tuesday, July 30,
2002, the record date fixed by the Board of Directors, are entitled to notice
of, and to vote at, the Annual Meeting.

By order of the Board of Directors,

DENNIS E. WHEELER
Chairman of the Board

Coeur d'Alene, Idaho
August ____, 2002

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YOUR VOTE IS IMPORTANT

PLEASE DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES. MAIL THE PROXY CARD 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.

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PROXY STATEMENT

General

This proxy statement is furnished in connection with the solicitation by
our Board of Directors of proxies of shareholders for shares to be voted at the
Annual Meeting of Shareholders to be held on Tuesday, September 17, 2002, and
any and all adjournments thereof.

Any shareholder executing a proxy has the right to revoke it at any time
prior to its exercise by giving notice to our Secretary.

This proxy statement and the accompanying proxy are being mailed or given
to our shareholders on or about August __, 2002.

VOTING SECURITIES

All shareholders of record as of the close of business on July 30, 2002,
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. As of the close of business
on June 30, 2002, a total of 79,030,849 shares of our common stock were
outstanding [to be updated to July 30, 2002 in the definitive proxy statement].

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:

o FOR the election of the 10 nominees for directors listed herein (or
their substitutes in the event any of the nominees is unavailable for
election);

o FOR approval of the proposed amendment of our Restated and Amended
Articles of Incorporation authorizing an increase in the number of
authorized shares of common stock from 125 million to 250 million
shares;

o FOR approval of the proposed amendment of our Executive Compensation
Program authorizing the reservation of an additional 1,000,000 shares
of common stock for issuance under the program;

o FOR approval of the proposed amendment of our Non-Employee Directors'
Stock Option Plan to authorize the reservation of an additional
500,000 shares of common stock for issuance upon the exercise of
options to be granted under the plan; and

o in their discretion with respect to such other business as properly
may come before the Annual Meeting.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the inspectors of election appointed by us 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 particular matter,
those shares will not be considered as present and entitled to vote by the
inspectors of election with respect to that matter.

We will bear the cost of soliciting proxies. Proxies may be solicited by
directors, officers or regular employees in person or by telephone or telegram.
We have retained Morrow & Company, Inc., New York, New York, to assist in the
solicitation of proxies. Morrow & Company's charge will be $8,000 plus
out-of-pocket expenses.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Ten directors are to be elected at the Annual Meeting, each to serve for
one year or until his successor is elected and qualified. Proxies will be voted
at the Annual Meeting, unless authority is withheld, FOR the election of the 10
persons named below. All of the nominees currently are directors, except for J.
Kenneth Thompson who is being nominated to fill the vacancy created by the
retirement of Joseph C. Bennett, who retired from the Board after serving the
Company dutifully as a director since 1981. We do 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.

Nominees Age Director Since
-------- --- --------------

Dennis E. Wheeler.................................... 59 1978
Chairman of the Board of Coeur d'Alene Mines
Corporation 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.
Member of the Board of Directors and Chairman of
the Audit Committee of Sierra Pacific Resources
(a NYSE-listed public utility holding company).

James J. Curran...................................... 62 1989
Chairman of the Board and Chief Executive
Officer of First Interstate Bank, Northwest
Region (Alaska, Idaho, Montana, Oregon and
Washington) from October 1991 to April 30, 1996;
Chairman of the Board and Chief Executive
Officer of First Interstate Bank of Oregon, N.A.
from February 1991 to October 1991; Chairman and
Chief Executive Officer of First Interstate Bank
of Denver, N.A. from March 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. McClure..................................... 77 1991
Of Counsel, Givens & Pursley; Consultant to the
Washington, D.C. consulting firm of McClure,
Gerard & Neuenschwander, Inc.; United States
Senator from Idaho from 1972 to 1991; former
Chairman of the Senate Energy and Natural
Resources Committee.

Cecil D. Andrus...................................... 70 1995
Governor of Idaho (1971-1977 and 1987-1995);
Secretary of the U.S. Department of the Interior
(1977-1981). Director of Albertson's Inc. (a
nation-wide grocery retail chain), Key Corp.
(commercial banking) and RENTRAK (a video
cassette leasing company). Chairman of the
Andrus Center for Public Policy at Boise State
University; "Of Counsel" member of the Gallatin
Group (a policy consulting firm).

John H. Robinson..................................... 51 1998
Executive Director of Amey PLC (a business
process outsourcing company) since April 1,
2000. Vice Chairman of Black & Veatch, an
international engineering and construction firm,
from January 1999 to March 2000; Managing
Partner of that company from 1989-1999; Chairman
of Black and Veatch U.K., Ltd and President of
Black & Veatch International from 1994 to March
2000. Member of the Board of Directors of
Alliance Resource Partners MLP (coal mining).

Nominees Age Director Since
-------- --- --------------

Robert E. Mellor..................................... 58 1998
Chairman, Chief Executive Officer and President
of Building Materials Holding Corporation
(distribution, manufacturing and sales of
building materials and component products) since
1997, director since 1991; Of Counsel, Gibson,
Dunn & Crutcher, LLP, 1991-1997. Member of the
Board of Directors of The Ryland Group, Inc.
(national residential home builder).

Timothy R. Winterer.................................. 65 1998
President, Chief Operating Officer and Director
of Western Oil Sands from January 2000 to
December 2001. President and Chief Executive
Officer of BHP World Minerals Corporation
(international resources company) from 1997 to
1998; Group General Manager and Executive Vice
President, BHP World Minerals (1996-1997);
Senior Vice President and Group General Manager,
BHP World Minerals (1992-1996); Senior Vice
President, Operations International Minerals,
BHP Minerals (1985-1992); Executive Vice
President, Utah Development Company (1981-1985).

Xavier Garcia de Quevedo Topete...................... 55 1999
President and Chief Operating Officer of Asarco
Incorporated (copper mining company) since
November 19, 1999. General Director of Grupo
Ferroviario Mexicano, S.A. de C.V. and of
Ferrocarril Mexicano, S.A. de C.V. from December
1997 to December 1999; General Director of
Development and Projects of Grupo Mexico, S.A.
de C.V. from (copper and precious metals mining
company) 1994 to 1997 and Alternate Director of
that company since 1998; director of Asarco
Incorporated since 1999; and director of
Southern Peru Copper Corporation since December
1999.

Daniel Tellechea Salido.............................. 56 1999
Managing Director for Administration and Finance
of Grupo Mexico S.A. DE C.V. since 1994;
Alternate Director of Grupo Mexico since 1998;
Managing Director of Mexicana De Cobre, S.A. DE
C.V., 1986 - 1993; Director, Vice President and
Chief Financial Officer of Asarco Incorporated
since 1999; Director and Vice President of
Finance of Southern Peru Copper Corporation
since 1999.

Nominees Age Director Since
-------- --- --------------

J. Kenneth Thompson.................................. 50
President of Pacific Rim Leadership Development,
LLC (executive consulting firm in Anchorage,
Alaska.) from May 2000 to present. Executive
vice president of ARCO's Asia Pacific oil and
gas operating companies in Alaska, California,
Indonesia, China and Singapore from January 1998
to June 2000. President of ARCO Alaska, Inc.,
the parent company's oil and gas producing
division based in Anchorage, Alaska from June
1994 to January 1998. Member of the Board of
Directors of Alaska Airlines and Alaska Air
Group, Inc.

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

Our Board of Directors met nine times during 2001. We have an Audit
Committee comprised solely of outside directors and presently consisting of
Messrs. Curran, McClure and Winterer. The Audit Committee met four times during
2001. The Board also has a Compensation Committee, comprised solely of outside
directors and presently consisting of Messrs. Andrus, Robinson and Mellor. The
Compensation Committee met one time during 2001. Each director attended at least
75% of the meetings of the Board of Directors and committees on which he served,
except for Daniel Tellechea Salido, who missed three meetings of the Board of
Directors. Our Board also has an Executive Committee on which Messrs. Curran,
Mellor, Robinson and Wheeler currently serve. The Executive Committee is
authorized to act in the place of the Board of Directors on limited matters that
require action between Board meetings. The Board of Directors does not have a
nominating committee.

SHARE OWNERSHIP

The following table sets forth information, as of June 30, 2002, [to be
updated to July 30, 2002 in the definitive proxy statement] concerning the
beneficial ownership of our common stock by shareholders known by us to be the
beneficial owner of more than 5% of our outstanding shares of common stock, by
each of the nominees for election as directors, and by all of our
directors/nominees and executive officers as a group:

Shares
Beneficially Percent of
Owned Outstanding
---------------- -----------

Asarco Incorporated.......................... 7,175,000 (1) 9.35
Dennis E. Wheeler............................ 432,522 (2)(3) .56
James J. Curran.............................. 162,736 (2)(3) .21
James A. McClure............................. 28,060 (3) *
Cecil D. Andrus.............................. 27,813 (3) *
John H. Robinson............................. 37,536 (3) *

Shares
Beneficially Percent of
Owned Outstanding
---------------- -----------

Robert E. Mellor............................. 24,959 (3) *
Timothy R. Winterer.......................... 50,719 (3) *
Daniel Tellechea Salido...................... 23,754 (3)(4) *
Xavier Garcia de Quevedo Topete.............. 23,754 (3)(4) *
J. Kenneth Thompson.......................... -0- *
All executive officers and nominees for
director as a group (18 persons)............ 1,001,708 1.31

---------------
(*) Holding constitutes less than .10% of the outstanding shares.

(1) Asarco Incorporated is primarily engaged in the mining and production of
copper and is a wholly-owned subsidiary of Grupo Mexico, S.A. de C.V., a copper
and precious metals mining company headquartered in Mexico. The address of
Asarco Incorporated is 1150 N. 17th Avenue, Tucson, AZ 85703-0747.

(2) 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.

(3) Holding includes the following shares which may be acquired upon the
exercise of exercisable options outstanding under the Long-Term Incentive Plan
under our Executive Compensation Program or Non-Employee Directors' Stock Option
Plan: Dennis E. Wheeler - 375,784 shares; James J. Curran - 162,636 shares;
James A. McClure - 27,710 shares; Cecil D. Andrus - 27,713 shares; John H.
Robinson - 37,436 shares; Robert E. Mellor - 24,859 shares; Timothy R. Winterer
- 49,719 shares; Daniel T. Salido - 23,754 shares; Xavier G. de Q. Topete -
23,754 shares; and all executive officers and directors as a group - 937,722
shares.

(4) Daniel T. Salido and Xavier G. de Q. Topete are designees of Grupo Mexico,
S.A. de C.V., a Mexican copper and precious metals mining company that is the
parent of Asarco Incorporated.

COMPENSATION AND RELATED MATTERS

Compensation Committee Report

The following description of our executive compensation practices and
policies is presented on behalf of the Compensation Committee of our Board of
Directors. The present members of the Committee are Cecil D. Andrus, John H.
Robinson and Robert E. Mellor. The fundamental philosophy of our Executive
Compensation Program is to offer competitive compensation opportunities based on
the Company's performance and to a lesser extent, individual performance. Our
Company and the Committee, at least annually, utilize the services of Hewitt
Associates, a leading, independent executive compensation consulting firm, in
connection with the implementation of the Executive Compensation Program. In
addition, the Committee also receives information from other mining company
compensation studies.

Compensation of our executive officers is reviewed annually by the
Committee, which is comprised entirely of outside directors, and is directly
linked to our financial performance comparisons with other companies in the
mining industry and shareholder interests. Total compensation opportunities are
competitive with those offered by other employers in the precious metals mining
industry on a size-adjusted basis. Annual base salaries are targeted at
approximately the 50th percentile of such companies on a size-adjusted basis.

Annual incentive compensation awards under the 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 Chairman, President and 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 and CEO are established for each
participant by the CEO, and reviewed by the Compensation Committee. Individual
objectives for the Chairman, President and CEO are established by the Committee
and for 2001 included objectives relating to our operations, management and
growth. Accordingly, the Compensation Committee reviews the executive's
performance relative to the predetermined goals and reports to the Board of
Directors. 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. In 2001, 50%
of the target award value was based on financial performance of the Company and
50% was based on the individual performance of the participant. Awards vary from
zero percent to 200 percent of the target awards. The total annual incentive
awards paid to our Chief Executive Officer and the other four highest paid
executive officers employed at the end of 2001 were $450,695 compared to
$202,025 in 2000, and $850,406 in 1999.

Long-term incentive awards under the Executive Compensation Program consist
of stock options granted under the LTIP and performance shares awarded under the
LTPSP. Of each long-term incentive awarded, 25% is allocated to stock options
granted under the LTIP and 75% is allocated to performance shares awarded under
the LTPSP.

Awards of 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 July 30, 2002,
nonqualified stock options and incentive stock options to purchase a total of
689,438 shares of common stock at an average exercise price of $1.58 per share
were outstanding.

Performance shares awarded under the LTPSP are designed to award key
executives for overall company performance over a three-year time period and to
align the interests of such executives with those of shareholders by rewarding
increases in shareholder value. In August 2000, the vesting period for future
LTPSP awards was reduced from four to three years. Before each performance
period begins, target awards, expressed as a percentage of base salaries, are
established for each executive, with a target award level (varying from 150% for
our

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 LTPSP awards paid at the end of the performance period vary from the
initial award target based on our company's actual total shareholder return
relative to the total shareholder returns of a group of other comparable
companies in the precious metals mining industry. The comparable companies are
Apex Silver Mines Ltd., Bema Gold Corp., Cambior Inc., Echo Bay Mines Corp.,
First Silver Reserve, Inc., Glamis Gold Ltd., Hecla Mining Co., Homestake Mining
Company, Kinross Gold Corp., Meridian Gold, Inc., Pan American Silver
Corporation, TVX Gold, Inc. and Viceroy Resources Corp. Total shareholder return
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 three-year performance period, are paid 60% in shares of
common stock and 40% in cash.

Payments made in March 2002 under the AIP were based on 2001 performance.
As stated above, 50% of an AIP award is based on the prior year's growth of our
total assets and cash flow return on investment and 50% is based on individual
performance measured against predetermined individual or group objectives. With
respect to the individual performance portion of the March 2002 AIP award to our
Chairman, President and CEO, the award was based on 2001 performance and
reflected the following company performance accomplishments in 2001:

o the reduction in the cash cost of silver production to $3.93 per ounce
in 2001, compared to $4.09 per ounce in 2000;

o the $59.1 million, or 29%, reduction in our convertible indebtedness
as a result of our ongoing debt restructuring program which increased
shareholders' equity and decreased future cash interest payments;

o the preparation of our Cerro Bayo high-grade gold and silver mine in
southern Chile for the commencement of production in early 2002;

o the commencement of a final feasibility study at our San Bartolome
silver property in Bolivia with the assistance of a $760,000 grant
from the U.S. Trade Development Agency, and the securing of additional
mining and exploration rights that increased silver resources and
enhanced project economics there;

o the introduction of trackless mining in selected areas at Coeur Silver
Valley that will improve productivity and reduce future cash costs
there;

o our entering into of a final settlement agreement with U.S. Government
in March 2001, terminating our involvement and obligations with
respect to litigation for the cleanup of the Coeur d'Alene Basin; and

o our receipt of the industry's top safety honor, the Sentinels of
Safety Award, at our Rochester mine in Nevada.

It should be noted that the above discussion of Company performance
accomplishments arises in the context of executive compensation relating to the
year end of December 31, 2001, and, therefore, does not include any discussion
of company performance accomplishments during the current year which ends on
December 31, 2002. Company performance accomplishments during 2002 will be
discussed in next year's proxy statement in the context of executive
compensation relating to the year ending December 31, 2002.

On May 8, 2001, the Compensation Committee and the Board of Directors
approved an option exchange program that the Company extended to the four
persons employed by us that held fully-vested options that had been granted to
them between 1992 and 1997. The options entitled the holders to purchase an
aggregate of 268,861 shares of our common stock at exercise prices ranging from
$13.125 to $20.875 per share. The options were to expire ten years from the date
of grant. The closing sale price of the common stock on the New York Stock
Exchange on May 8, 2001, was $1.26 per share. Pursuant to the option exchange
program, on May 15, 2001, the four persons were extended the right prior to June
15, 2001, to tender and have cancelled their options granted between 1992 and
1997 and have a new option granted in exchange therefore on December 17, 2001,
(which is six months and one day after June 15, 2001). Each of the four persons
exercised their right and new, fully-vested options exercisable for a ten-year
period were granted to them on December 17, 2001, at an exercise price equal of
$0.74 per share, which was the market value of the common stock on that date.
The option exchange program was instituted to provide incentives to optionees by
making available options with more realistically priced exercise prices equal to
the market value of the shares on the date of grant of the repriced options. The
Company was able to provide these incentives without increasing the number of
shares and potential dilution to shareholders under outstanding options.

The following table sets forth information relating to the above option
exchange program. We have not previously repriced outstanding options.

Length of
Number of Original
Shares Market Price Exercise Option Term
Underlying of Stock at Price New Remaining at
Name and Date of Cancelled Time of at Time of Exercise Date of
Title of Optionee Cancellation Options Cancellation Cancellation Price Cancellation
---------------------- ------------ ---------- ------------ ------------ -------- --------------

Dennis E. Wheeler 6/15/01 229,090 $1.26 $13.125 - $0.74 4 yrs 9 mos
Chairman, President $20.875 to 6 yrs 1 mo
and CEO of the Company

Robert Martinez 6/15/01 20,429 $1.26 $13.125 - $0.74 4 yrs 9 mos
Senior Vice-President $20.875 to 6 yrs 1 mo
and COO of the Company

James Duff 6/15/01 8,031 $1.26 $13.125 - $0.74 5 yrs 9 mos
Vice-President- $17.50 to 6 yrs 1 mo
Business Development
of the Company

Alfredo Cruzat 6/15/01 11,311 $1.26 $13.125 - $0.74 4 yrs 9 mos
Vice President and $20.875 to 6 yrs 1 mo
General Manager of CDE
Chilean Mining Corp.,
a subsidiary of the
Company

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

Total 268,861
=======

The above option exchange program discussion relates to a program approved
and implemented during the year ended December 31, 2001. Information relating to
an option exchange program which was approved by the Board of Directors on March
19, 2002, and in connection with which new options will be granted on October 2,
2002, will be set forth in next year's proxy statement to be used in connection
with the Annual Meeting of Shareholders expected to be held in June 2003.

Compensation Committee of the
Board of Directors
Robert E. Mellor (Chairman)
Cecil D. Andrus
John H. Robinson

History and Objectives of the Company's Executive Compensation Program

Our Executive Compensation Program provides incentives to executive
officers to meet short-term and long-term objectives and attract, retain and
motivate key executives that significantly affect our performance. Officers of
Coeur d'Alene Mines Corporation and its subsidiaries (currently totaling 13
persons) are eligible to participate in the program. Hewitt Associates, a
leading, independent executive compensation consulting firm, advises our Board
of Directors, its Compensation Committee and our Chief Executive Officer
regarding the implementation of the program. Under the Executive Compensation
Program, base salary and annual incentive are targeted at approximately the 50th
percentile of that reported for other companies in the mining industry on a
size-adjusted basis. The total compensation opportunity (including long-term
incentive) is targeted at the 75th percentile, based on stated performance
objectives. The program was originally approved by shareholders in 1984.
Amendments to the program approved by shareholders in 1995 were designed to make
us remain competitive with mining industry peer companies and to align even
further the financial incentives of management

with the shareholders' interests. We believe the Executive Compensation 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

Our Executive Compensation Program is administered by the Compensation
Committee of the Board of Directors, which is composed entirely of outside
directors. The Committee works with Hewitt Associates and our Chief Executive
Officer to assure that the program meets 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 changes to the Board of Directors. The selection of officers
receiving grants of 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, including executives
salaries.

Elements of the Program

The Executive Compensation Program consists of three basic elements: (i)
base salary, (ii) annual incentive compensation, and (iii) long-term incentive
compensation. The program is performance based. For the year 2001, 50% of each
executive's annual incentive compensation was determined by our company's
overall financial performance relative to predetermined goals established by the
Board of Directors, and the remaining 50% was determined by the executive's
performance relative to their individual predetermined goals. Goals of the Chief
Executive Officer are set and reviewed by the Compensation Committee, which
makes recommendations to the Board of Directors. Goals of other executives are
set by the Chief Executive Officer, reviewed by the Compensation Committee and
approved by the Board of Directors. Seventy five percent of each executive's
long-term incentive compensation is based upon our company's total return to
shareholders compared to a mining industry peer group and the remaining 25%
consists of stock options which align the executive's compensation with
shareholder interests.

Compensation Program Summary

During 2001, Hewitt Associates reviewed executive compensation and the
target levels. The compensation of our executive officers is also linked to our
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
depending upon the individual's level of responsibility and impact on our
company's overall performance. Commencing in 2001, 50% of the AIP target award
value has been based on our financial performance as related to predetermined
goals, and the remaining 50% by the individual executive's performance relative
to individual predetermined goals. The vesting period applicable to future LTPSP
awards also was reduced from four to three years.

The program's Long-Term Incentive Plan (the "LTIP") is based upon a
four-year performance period. Long-term incentives include options granted under
the LTIP and performance shares (payable in shares of common stock and cash
after a four-year performance

period) granted under our Long-Term Performance Share Plan (the "LTPSP"). The
exercise price of options granted under the LTIP is equal to the fair market
value of the common stock on the date of grant of the options. 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 our common stock. Long-term incentive
awards paid under the LTPSP reward long-term shareholder value enhancement
relative to industry competitors over a three-year performance period. No stock
options under the LTIP have been granted nor performance shares under the LTPSP
awarded for services rendered in 2001.

During the seven-year period from 1995 through 2001, a total of 1,500,000
shares of common stock, were authorized for issuance under the Executive
Compensation Program. As of July 30, 2002, 816,291 shares remained available to
underlie awards to be granted in the future under the program and it is
anticipated that 699,614 shares will remain available after the planned granting
of options in October 2002. Proposal No. 3 to be voted on at this Annual Meeting
contemplates a 1,000,000 share increase in the number of shares reserved for
issuance under Executive Compensation Program awards during the next two years.

The total annual incentive awards paid to our Chief Executive Officer and
the other four highest paid executive officers employed at the end of the year
were $450,695 in 2001, compared to $202,025 in 2000, and $850,406 in 1999, and
their total annual compensation was $1,353,851 in 2001, compared to $1,282,139
in 2000 and $1,154,872 in 1999.

The following Summary Compensation Table sets forth the annual base salary,
annual bonus (including cash and stock) and long-term incentive compensation
(including stock awards, options granted and long-term incentive cash payments)
earned by our Chief Executive Officer and the other four highest paid executive
officers employed at the end of the year for services rendered during each of
the last three years.

SUMMARY COMPENSATION TABLE

Long-Term Compensation
-------------------------------------

Annual Compensation Awards Payouts
--------------------------------------------------------------------------
Shares
Name and Other Annual LTPSP Underlying LTPSP All Other
Principal Salary Bonus Compensation Common Stock Options Payouts Compensation
Position Year ($) ($)(1) ($)(2) Award (#Sh)(3) (#Sh)(4) ($)(5) ($)(6)
-------- ---- ------ ------ ------------ -------------- ---------- ------- -------------

Dennis E. Wheeler 2001 $485,658 $212,916 -- -- 229,090 -- $35,668
Chairman, 2000 465,167 100,625 -- 3,429 -- $ 2,143 59,551
President
Chief Executive
Officer 1999 426,399 394,281 -- 4,438 75,364 9,615 43,585

Geoffrey A. Burns 2001 210,739 65,243 -- -- -- -- 16,657
Senior Vice-
President 2000 199,606 28,583 -- -- -- -- 19,512
Chief Financial
Officer 1999 141,100 106,144 -- -- -- -- 3,664

Robert Martinez 2001 288,241 94,050 -- -- 20,429 -- 24,892
Senior Vice
President 2000 252,423 35,844 -- 279 -- 174 27,179
Chief Operating
Officer 1999 249,124 181,200 -- 363 25,500 784 21,214

Dieter A. Krewedl 2001 193,318 46,612 -- -- -- -- 15,674
Senior Vice
President 2000 169,790 21,656 -- -- -- -- 17,316
Exploration 1999 149,240 79,388 -- -- -- -- 4,797

James K. Duff 2001 175,895 31,875 -- -- 8,031 -- 14,423
Vice President 2000 178,625 15,938 -- 209 -- 130 17,817
Business
Development 1999 157,578 84,375 -- -- 7,221 -- 13,972

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

(1) Annual incentive payments under the AIP are paid in cash and based on target
award levels established by the Compensation 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. During 1999 and 2000, 75% of the award value was based on our
company's overall financial performance and 25% was based on the participant's
individual performance. During 2001, 50% of the award value was based on our
company's overall financial performance and 50% was based on the participant's
individual performance. Financial objectives underlying the measurement of our
company's performance include both total asset growth and cash flow return on
total assets. The amounts reported above for 1999 and 2000 were paid in March
2000 and May 2001, respectively. The amounts reported above for 2001 were paid
in March 2002.

(2) Does not report perquisites amounting to less than the lesser of $50,000 or
10% of total salary and bonus.

(3) Shares of common stock awarded under the LTPSP are issued upon completion of
a three-year performance period after the date of grant. Prior to 1993, the
Executive Compensation Program provided for annual awards of restricted stock
that vested over a four-year period. Commencing in 1993, awards have been 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 $0.80 per share closing price of
the shares on the New York Stock Exchange on December 31, 2001) 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, 2001, were as follows:
Dennis E. Wheeler - 27,774 shares ($22,291.20) and Robert Martinez - 4,173
shares ($3,338.40).

(4) Reports the number of shares underlying nonqualified options and incentive
stock options granted under the LTIP with respect to each of the respective
years. The options granted with respect to 1999 performance were granted in
March 2000. No options were granted with respect to 2000 or 2001 performance.
The options granted during 2001 were granted in December 2001 in connection with
the option exchange program described below.

(5) Reports cash payouts (not awards) under the LTPSP. Payments are made under
the LTPSP after the end of the three-year performance period after award. The
above reported payments relate to awards made in 1998 and are based on the
performance period ending December 31, 2001. No long-term incentive plan awards
have been made under the LTPSP with respect to services rendered in 2001.

(6) Includes contributions to the Defined Contribution and 401(k) Retirement
Plan (the "Retirement Plan") and amounts credited to our Supplemental Retirement
Plan. All full-time employees participate in the Retirement Plan. The amount of
our annual contribution is determined annually by the Board of Directors and may
not exceed 15% of the participants' aggregate compensation. However, for the
years 1999, 2000 and 2001, the contribution was 5%. In addition, the Retirement
Plan provides for an Employee Savings Plan which allows each employee to
contribute up to 16% of compensation, subject to a maximum contribution of
$10,500. We contribute an amount equal to 50% of the first 6% of any such
contributed amount. Accrued benefits under the Retirement Plan are fully vested
after five years of employment. Retirement benefits under the Retirement 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. We
maintain the Supplemental Retirement Plan for our executive officers. Under the
Supplemental Retirement Plan, an amount is accrued that equals the portion of
the contribution to the Retirement Plan that is restricted due to restrictions
under ERISA. In 2001, each of Messrs. Wheeler, Martinez, Krewedl, Duff and Burns
were credited with company contributions of $13,600 under the Retirement Plan.
In 2001, Messrs. Wheeler, Martinez, Krewedl, Duff and Burns were credited with
$20,805, $11,191, $1,964, $803, and $3,040, respectively, pursuant to the
Supplemental Retirement Plan. The amounts of all other compensation reported in
the above table also include "above-market" interest earnings on deferred
compensation that is accrued under our Supplemental Retirement Plan.
"Above-market" interest earnings on deferred compensation is the excess of such
interest over 120% of the applicable federal long-term interest rate, with
compounding, as prescribed under the Internal Revenue Code. In 2001, the amounts
of above-market interest earnings accrued for the benefit of Messrs. Wheeler,
Martinez, Krewedl, Duff and Burns, amounted to $1,262.41, $100.67, $10.03, 19.27
and $17.04, respectively.

As reported to shareholders in the proxy statement relating to last year's
Annual Meeting of Shareholders, the following Option Grants Table sets forth,
for each of the named executive

officers, information regarding individual grants of options granted under the
LTIP in December 2001 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 our outstanding shares of common stock that
would be realized in the event of such annual rates of stock price appreciation.
All of the reported grants were made in connection with an option exchange
program which was approved by the Board of Directors and its Compensation
Committee on May 8, 2001, and was extended to the four persons employed by us
that held fully-vested options that had been granted to them between 1992 and
1997. The options entitled the holders to purchase an aggregate of 268,861
shares at exercise prices ranging from $13.125 to $20.875 per share during the
ten-year period following grant. Pursuant to the option exchange program, on May
15, 2001, the four persons were extended the right prior to June 15, 2001, to
tender and have cancelled their options granted between 1992 and 1997 and have a
new option granted in exchange therefore on December 17, 2001, (which is six
months and one day after June 15, 2001). Each of the four persons exercised
their right and new, fully-vested options exercisable for a ten-year period were
granted to them on December 17, 2001, at an exercise price equal to $0.74 per
share, which was the market value of the common stock on that date.

Option Grants Table

Individual Grants Potential Realizable
-------------------------------------------------------- Value at Assumed
Number of % of Total Annual Rates of
Shares Options Stock Price
Underlying Granted Appreciation
Options to Employees Exercise for Option Term(4)
Granted in Fiscal Price Expiration -------------------------------
(#) (1) Year (2) ($/SH) (3) Date 0% ($) 5% ($) 10% ($)
---------- ------------ ---------- ---------- ------ -------- --------

Dennis E. Wheeler..... 229,090 85.2 $0.74 12/17/11 $ 0 $107,672 $270,326
Robert Martinez....... 20,429 7.6 0.74 12/17/11 0 9,602 24,106
James K. Duff......... 8,031 3.0 0.74 12/17/11 0 3,775 9,477
All Shareholders (4).. 0 126,365 317,256
Named Executive
Officers' Gains
as a % of All
Shareholder Gains.... 0 .35% .35%

(1) The options include nonqualified and incentive stock options that were
fully-vested upon the date of grant.

(2) Based on options for a total of 268,861 shares granted to four persons,
including the above three officers.

(3) The exercise price is equal to the closing sale price of the common stock
reported on the New York Stock Exchange 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 our common stock. Actual gains, if any, on stock
option exercises are

dependent on several factors including the future performance of our 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 76,724,211 shares of common stock outstanding on June 30, 2002 [to be
updated to July 30, 2002 in the definitive proxy statement].

Information in the above Options Grant Table relates to options granted
during the year ended December 31, 2001. Information relating to options granted
and to be granted during the year ended December 31, 2002, to the executive
officers named in the Summary Compensation Table will be set forth in the proxy
statement relating to our Annual Meeting of Shareholders expected to be held in
June 2003.

The following aggregate Option Exercises and Year-End Option Value Table
sets forth, for each of the named executive officers, information regarding the
number and value of unexercised options at December 31, 2001. No options were
exercised during 2001 by such persons.

Aggregate Option Exercises And Fiscal Year-End Option Value Table

Number of Shares Value of
Underlying Unexercised
Unexercised IN-THE-MONEY
Shares Options at FY-End Options at
Acquired (#) FY-END ($)(1))
on Exercise Value Exercisable/ Exercisable/
Name (#) Realized ($) Unexercisable Unexercisable
---- ----------- ------------ ----------------- --------------

Dennis E. Wheeler...... -- -- 284,205 / 82,802 $13,745/0
Robert Martinez........ -- -- 40,696 / 29,333 1,226/0
Geoffrey A. Burns...... -- -- 4,914 / 14,742 0/0
Dieter A. Krewedl...... -- -- 4,983 / 7,596 0/0
James K. Duff.......... -- -- 12,507 / 7,394 482/0

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

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

No long-term incentive plan awards were made for services rendered in 2001
under the LTPSP. Therefore, no Long-Term Incentive Plan Awards Table is set
forth in this proxy statement.

Supplemental Retirement Deferred Compensation Plan

Pursuant to our Supplemental Retirement Deferred Compensation Plan,
officers may defer up to 50% of their salary as well as 100% of the cash portion
of awards under the AIP and LTPSP. Amounts deferred accrue interest at a prime
lending rate plus 1%, not to exceed 10%, and payout may be effected by a lump
sum or an annuity. Any portion of the incentive award may be deferred into Coeur
d'Alene Mines' stock equivalents in the Supplemental Retirement Deferred
Compensation Plan for a minimum of five years and will receive a 25% match on
the amount deferred.

Directors' Fees

Pursuant to our Non-Employee Directors' Stock Option Plan, outside
directors must receive at least $5,000 of their $50,000 annual director fees in
the form of stock options in lieu of $5,000 of cash compensation and are able to
elect to receive stock options in lieu of cash fees for up to the $45,000
balance of their annual director fees. Information relating to options granted
to outside directors in January 2001, was set forth in last year's proxy
statement relating to the 2001 Annual Meeting of Shareholders. The following
table sets forth information regarding options that were granted under the plan
to non-employee directors on January 4, 2002:

Amount of Number Option
Foregone of Shares Exercise
Director's Subject to Price Per
Name of Outside Director Fees Option* Share**
------------------------ ---------- ---------- ---------

Cecil D. Andrus..................... $5,000 11,627 $0.80
Joseph C. Bennett................... 5,000 11,627 0.80
James J. Curran..................... 25,000 58,139 0.80
James A. McClure.................... 5,000 11,627 0.80
Robert E. Mellor.................... 5,000 11,627 0.80
John H. Robinson.................... 10,000 23,255 0.80
Daniel Tellechea Salido............. 5,000 11,627 0.80
Xavier Garcia de Quevedo Topete..... 5,000 11,627 0.80
Timothy R. Winterer................. 10,000 23,255 0.80
------- ------

Total.............. $70,000 174,411
======= =======
--------------------

* The number of shares is determined by dividing each outside director's
foregone director's fee 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 our common stock reported by the New York Stock Exchange on
January 4, 2002, which was the date of grant.

Committee members receive no compensation for their services as Committee
members.

Directors' Retirement Plan

Pursuant to the 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 at the time of retirement.

Change in Control Provisions

In the event of a change in control of Coeur d'Alene Mines Corporation, as
defined below, all awards under the Executive Compensation Program fully vest as
follows:

o all unvested stock options become fully exercisable;

o any unvested shares of restricted stock become fully vested so that
the

contractual restrictions on the sale of such stock lapse on the change
in control date; and

o 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 Coeur d'Alene Mines Corporation for purposes of the
program is deemed to occur in the event of:

o an organization, group or person acquires beneficial ownership of our
securities representing 35% or more of the combined voting power of
our then outstanding securities;

o a majority of the members of our Board of Directors during any
two-year period is replaced by directors who are not nominated and
approved by the Board;

o 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

o we are 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

We have an employment agreement with Dennis E. Wheeler, Chairman of the
Board, President and Chief Executive Officer, which provides for a three-year
term of employment and which is automatically extended for one year on June 1 of
each year unless terminated or modified by us 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 employment agreement provides for the lump sum payment to his
estate of an amount equal to his annual base salary at the time of his death.

During 2001, and continuing from year-to-year thereafter unless terminated
by us by written notice, the executive severance agreements with five executive
officers provide that certain benefits will be payable to the executives in the
event of a change in control of us 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:

o 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
at the time of such termination under the AIP and LTPSP for the two
years following such termination of employment;

o the continued payment by us 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;

o acceleration of the exercisability and vesting of all outstanding
stock options, restricted stock, performance plan awards and
performance shares granted by us to the executive under the Executive
Compensation Program; and

o 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 our Defined Contribution and
401(k) Retirement 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.

PROPOSAL NO. 2

INCREASE IN AUTHORIZED COMMON STOCK

General

Our Board of Directors has unanimously adopted a resolution approving,
declaring advisable and recommending to shareholders for their approval an
amendment to Article II of our Restated and Amended Articles of Incorporation
increasing the total number of shares of our authorized common stock from 125
million shares to 250 million shares. As more fully discussed below, very few
authorized, unreserved shares remain available for future issuance, and the
Board of Directors desires to increase the total number of authorized shares to
pursue general corporate purposes.

The form of the proposed amendment to our Restated and Amended Articles of
Incorporation is attached as Appendix A to this proxy statement. In order to
become effective, the proposed amendment must be approved by the holders of a
majority of the shares of common stock that are present or represented by proxy
at the meeting. The proposed amendment will become effective upon the filing of
the amendment with the Idaho Secretary of State, which we plan to do promptly
after the Annual Meeting.

Currently Authorized Common Stock

Of the 125 million currently authorized shares of our common stock,
79,030,849 shares were outstanding and 1,059,211 shares were held as treasury
stock at June 30, 2002 [to be updated to July 30, 2002 in the definitive proxy
statement]. In addition, as of that date, a total of 39,171,405 shares of common
stock had been reserved for possible issuance in the future for the following
purposes:

o 18,757,407 shares were reserved for issuance upon the conversion of
our $25.3 million principal amount of outstanding Series I 13 3/8%
Convertible Senior Subordinated Notes due December 31, 2003 ("Series I
13 3/8% Senior Notes");

o 15,910,370 shares were reserved for issuance upon the conversion of
our $21.5 million principal amount of outstanding Series II 13 3/8%
Convertible Senior Subordinated Notes due December 31, 2003 ("Series
II 13 3/8% Senior Notes");

o 2,540,047 shares were reserved for issuance upon the conversion of our
$65.5 million principal amount of outstanding 6 3/8% Convertible
Subordinated Debentures due January 31, 2004 ("6 3/8% Debentures");

o 824,871 shares were reserved for issuance upon the conversion of our
$14.4 million principal amount of outstanding 7 1/4% Convertible
Subordinated Debentures due October 31, 2005 ("7 1/4% Debentures");

o 816,291 shares were reserved for issuance under our Executive
Compensation Program;

o 322,419 shares were reserved for issuance under our Non-Employee
Directors' Stock Option Plan; and

In view of the fact that a total of 119,261,465 shares of our common stock
are either outstanding, held as treasury stock or reserved for future issuance
as described above, there remains only 5,738,535 shares of unissued, unreserved
shares available for future issuance.

Reasons for the Proposed Amendment

Our Board of Directors strongly recommends approval of the proposed
amendment so that it will be able to have sufficient authorized but unissued and
unreserved shares to permit the pursuit and effectuation of corporate
transactions and for general corporate purposes requiring the issuance of common
stock. Those transactions include:

o the issuance of common stock in connection with the growth and
expansion of our business, including the acquisition of mining
properties or other companies engaged in the mining business;

o the issuance of common stock or securities convertible into common
stock in connection with exchanges for convertible indebtedness and
with financing and recapitalization transactions;

o the issuance of common stock in lieu of cash to pay the required
interest on our Series I and Series II 13 3/8% Senior Notes;

o the issuance of shares of common stock under our Executive
Compensation Program and Non-Employee Directors' Stock Option Plan;
and

o the issuance of common stock in connection with other corporate
transactions that implement proper business purposes determined by the
Board of Directors to be in the best interests of our Company and its
shareholders.

We currently have no agreements, understandings or definitive plans to
issue additional shares of common stock over and above the number of our
presently authorized shares. However, the Board of Directors believes that
additional authorized shares should be available in the future in order to
permit us to pursue the various transactions described above and to provide for
our growth and financial stability. Many of the above transactions arise under
circumstances requiring prompt action and do not allow the necessary time to
seek shareholder approval to authorize additional shares. The Board of Directors
believes that it is very important for it to have the flexibility to be able to
act promptly in the best interests of our Company and its shareholders when
circumstances such as those described above arise.

On August 1, 2001, we issued a total of approximately $42.6 million
principal amount of our Series I 13 3/8% Notes in connection with an exchange
offer by us in which we offered the Series I 13 3/8% Notes to holders of our
outstanding 6% Debentures, 6 3/8% Debentures, and 7 1/4% Debentures. On May 31,
2002, we privately issued an additional $21.5 million principal amount of Series
II 13 3/8% Notes due December 31, 2003, for $16.0 million in proceeds. Interest
on the Series I and Series II 13 3/8% Notes is payable in cash, common stock or
a combination of cash and common stock, at our option, at a rate of 13 3/8% per
year, payable on June 30 and December 31 of each year. If we elect to pay
interest in common stock, the shares of common stock will be valued at 90% of
the average of the closing sale prices of our common stock for the five trading
days immediately preceding the second trading day prior to the interest payment
date. A total of approximately 3.4 million shares of common stock were issued by
us in payment for the semi-annual interest payable on December 31, 2001, to the
holders of the then outstanding Series I 13 3/8% Notes. Furthermore, a total of
approximately 1.1 million shares of common stock were issued by us in payment
for the semi-annual interest payable on June 30, 2002, to the holders of the
then outstanding Series I and Series II 13 3/8% Notes. Based on the amount of
Series I and Series I13 3/8% Notes outstanding on June 30, 2002, each
semi-annual interest payment amounts to $3.2 million.

On June 28, 2002, the closing sale price of our common stock on the New
York Stock Exchange was $1.69 per share. Assuming that the average of the
closing sale prices of our common stock for the five trading days immediately
preceding the second trading day prior to the next interest payment date on
December 31, 2002, is $1.70 per share, and further assuming that we elect to pay
that interest payment on the Series I and Series II 13 3/8% Notes due in

common stock rather than cash, the shares would be valued at 90% of that amount,
or $1.53 per share. The interest payment payable on December 31, 2002, would
then require the issuance of a total of approximately 2.1 million shares of our
common stock. In addition to that interest payment, additional semi-annual
interest payments on the 13 3/8% Senior Notes will be required on June 30, 2003,
and December 31, 2003.

It should be noted that we may elect to automatically convert the Series I
and Series II 13 3/8% Notes prior to August 1, 2003, if the closing sale price
of our common stock exceeds $2.70 (i.e., 200% of the $1.35 conversion price) for
at least 20 trading days during a 30-day trading day period ending within five
trading days prior to the notice of automatic conversion. In the event of such
an automatic conversion, or if holders elect to convert their notes prior to any
notice of automatic conversion, we will be obligated to make a payment to
holders in cash or, at our option, in common stock, equal to two years worth of
interest on the converted notes, less any interest actually paid prior to the
conversion. If paid in common stock, the shares would be valued at 90% of the
average of the closing sale prices of our common stock for the five trading days
immediately preceding the second trading day prior to the conversion date. In
the case of voluntary conversions by holders, the minimum share value will be
$1.35. An increase to our authorized but unissued and unreserved shares is
necessary to accommodate future interest payments in common stock in lieu of
cash and to the making of the above-described payments in the event of automatic
or voluntary conversions of the Series I and Series II 13 3/8% Notes prior to
August 1, 2003.

Reference is made to Proposals Nos. 3 and 4 below in which we are seeking
shareholder approval for the reservation of a total of 1,500,000 shares of our
common stock for possible issuance under our Executive Compensation Program and
Non-Employee Directors' Stock Option Plan.

Future Shareholder Approval of Common Stock Issuances

The additional shares of common stock sought by the proposed amendment
would be available for issuance without future action by shareholders, unless
such action would be required by applicable law or the rules of the New York
Stock Exchange. Generally, New York Stock Exchange rules require shareholder
approval of proposed issuances of additional shares that would result in an
increase of 20% or more in the total number of shares of common stock
outstanding before any such proposed issuance, subject to exemptions for certain
public and private offerings for cash and an exception where the delay in
securing shareholder approval would seriously jeopardize our financial viability
and where our reliance on such exception is expressly approved by the Audit
Committee of our Board of Directors. Shareholder approval also is required under
New York Stock Exchange rules prior to an issuance of common stock that would
result in a change of control of our Company. Furthermore, New York Stock
Exchange rules require shareholder approval under certain circumstances with
respect to certain stock option or purchase plans and with respect to proposed
issuances of common stock, or of securities convertible into or exercisable for
common stock, to directors, officers or substantial shareholders of the Company
or their affiliates.

Description of the Common Stock

The holders of our common stock are entitled to one vote for each share
held of record on each matter submitted to a vote of shareholders. Shareholders
may not accumulate their votes in elections of directors. Subject to preferences
that may be applicable to any shares of preferred stock outstanding at the time,
holders of common stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefore,
and, in the event of our liquidation, dissolution or winding up, are entitled to
share ratably in all assets remaining after the payment of liabilities. Holders
of common stock have no preemptive rights and have no rights to convert their
common stock into any other security. The outstanding shares of common stock are
fully-paid and non-assessable. We presently do not anticipate the issuance of
preferred stock in the future and are not proposing to increase the number of
our authorized shares of preferred stock, of which 10 million shares are
authorized and none are outstanding.

Potential for Anti-Takeover Effect

Although the Board of Directors' purpose for seeking an increase in the
number of authorized shares of our common stock is not intended for
anti-takeover purposes, it should be noted that authorized but unissued shares
of common stock, if issued, could be used by incumbent management to make more
difficult and thereby discourage an attempt to acquire control of us even though
our shareholders might deem such an acquisition desirable. For example, the
shares could be privately placed with purchasers who might support the Board of
Directors in opposing a hostile take-over bid. The issuance of the new shares
could also be used to dilute the stock ownership and voting power of a third
party seeking to remove directors, replace incumbent directors, accomplish
certain business transactions or alter or amend provisions of our Restated and
Amended Articles of Incorporation. To the extent that it would impede any such
attempts, the issuance of additional shares of common stock following
effectiveness of the proposed amendment to our Restated and Amended Articles of
Incorporation could potentially serve to perpetuate the existing management.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSED
AMENDMENT TO OUR RESTATED AND AMENDED ARTICLES OF INCORPORATION INCREASING THE
NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 125 MILLION SHARES TO 250
MILLION SHARES.

PROPOSAL NO. 3

PROPOSE AMENDMENT OF OUR EXECUTIVE COMPENSATION PROGRAM AUTHORIZING THE
RESERVATION OF AN ADDITIONAL 1,000,000 SHARES OF COMMON STOCK FOR ISSUANCE UNDER
THE PROGRAM.

During the seven-year period from 1995 through 2001, shareholders
authorized the reservation of a total of 1,500,000 shares of our common stock
for issuance under our Executive Compensation Program. As of July 30, 2002,
689,438 shares of common stock are issuable upon the exercise of outstanding
options and rights and $1.58 was the weighted average exercise price of such
outstanding options and rights.

On March 19, 2002, stock options for a total of 259,610 shares were granted
to 13 officers with an exercise price of $1.23 per share under the Executive
Compensation Program. As a result of an option exchange program approved by the
Board of Directors on March 19, 2002, in connection with which options held by
eight of our officers and employees for an aggregate of 116,677 shares of common
stock and exercisable at exercise prices ranging from $4.8125 to $6.11 per
share, were cancelled on March 31, 2002. We plan to grant new options for an
aggregate of 116,677 shares on October 2, 2002, (which is six months and one day
after the cancellation of such options) to such persons at an exercise price
equal to the closing sale price of the common stock on the New York Stock
Exchange on the October 2, 2002. Following the issuance of such new options,
699,614 shares will remain available for issuance under the Executive
Compensation Program.

Our Board of Directors has approved a resolution amending the program to
authorize, subject to shareholder approval at the Annual Meeting, an additional
1,000,000 shares of common stock for issuance under the program (either directly
or upon the exercise of options to be granted under the program). The 1,000,000
amount of shares called for by the proposed amendment reflects our estimate of
the maximum amount of shares, which will depend on the market value of the
common stock at the time of the award or grant, that we anticipate may be called
for in connection with awards and option grants under the Execution Compensation
Program during the next two years.

As more fully explained under the caption "Compensation and Related
Matters" above, the three component plans that constitute the Executive
Compensation Program are the Annual Incentive Plan, the Long-Term Incentive Plan
and the Long-Term Performance Share Plan. The Annual Incentive Plan provides for
annual cash incentive compensation awards, 50% of which are based on the
financial performance of our Company and 50% of which is based on the individual
officer's performance. Of each long-term incentive granted under the Executive
Compensation Program, 25% consists of incentive or non-qualified stock options
granted under the Long-Term Incentive Plan, and 75% consists of performance
shares granted under the Long-Term Performance Share Plan. The Long-Term
Incentive Plan provides for the grant of incentive and non-qualified stock
options that are based on a percent of base salary and vest cumulatively at a
rate of 25% per year. The Long-Term Performance Share Plan provides for the
issuance of performance share awards (60% of which are payable in shares of
common stock and 40% of which are payable in cash after the performance period
that has been four years for past awards and will be three years for future
awards) and are based on long-term shareholder value enhancement relative to
industry competitors over the performance period. All long-term incentive awards
granted under the Long-Term Incentive Plan and Long-Term Performance Share Plan
directly relate to the performance of the Company.

The tables set forth above under the caption "Compensation and Related
Matters" set forth data relating to the awards made under our Executive
Compensation Program for performance in 2001. Reference is made to those tables,
to the related description of the program and to the discussion of the option
exchange program in 2002 set forth above and the option exchange program in 2001
set forth in the above Compensation Committee Report.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
PROPOSED AMENDMENT OF OUR EXECUTIVE COMPENSATION PROGRAM AUTHORIZING THE
RESERVATION OF AN ADDITIONAL 1,000,000 SHARES OF COMMON STOCK FOR ISSUANCE UNDER
THE PROGRAM.
PROPOSAL NO. 4

PROPOSED AMENDMENT OF OUR NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN AUTHORIZING
THE RESERVATION OF AN ADDITIONAL 500,000 SHARES OF COMMON STOCK FOR ISSUANCE
UNDER OPTIONS TO BE GRANTED UNDER THE PLAN.

At our Annual Meeting in 1995, shareholders approved our Non-Employee
Directors' Stock Option Plan and authorized 200,000 shares of our common stock
for issuance upon the exercise of options granted under the plan. At last year's
annual meeting, shareholders approved the reservation of an additional 500,000
shares for issuance under the plan. Under the plan, which is administered by our
Board of Directors, each outside director must receive at least $5,000 of his
$50,000 annual director fee in the form of stock options in lieu of $5,000 of
cash compensation. Each director also is able to elect to receive a stock option
in lieu of cash fee for up to the $45,000 balance of his annual director fee. As
of the date of this proxy statement, 322,419 shares remain available for
issuance under the plan. Our Board of Directors has approved a resolution
authorizing, subject to shareholder approval at the Annual Meeting, an
additional 500,000 shares for issuance upon the exercise of options to be
granted under the plan. The 500,000 amount of shares called for by the proposed
amendment reflects our estimate as to the maximum amount of shares, which will
depend on the market value of the common stock at the time of the award or
grant, that we anticipate may be called for to underlie options to be granted to
non-employee directors during the next two to three years.

A description of our Non-Employee Directors' Stock Option Plan is set forth
above under the sub-caption "Directors' Fees" that appears under the caption
"Compensation and Related Matters." Options are automatically granted under the
plan on the third business day of January of each year to each non-employee
director. The value of the option is determined by an independent consultant
applying the Black-Scholes option valuation method designed to value a right to
acquire our shares of common stock at an exercise price equal to the fair market
value of our shares on the date of grant. The option is exercisable at any time
beginning six months from the date of grant and ending ten years from the date
of grant.

Data regarding the options that were granted under the Non-Employee
Directors' Stock Option Plan to non-employee directors on January 4, 2002 is set
forth above under "Compensation and Related Matters - Directors' Fees."

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
PROPOSED AMENDMENT TO THE NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN AUTHORIZING
THE RESERVATION OF AN ADDITIONAL 500,000 SHARES OF COMMON STOCK FOR ISSUANCE
UNDER OPTIONS TO BE GRANTED UNDER THE PLAN.

AUDIT COMMITTEE REPORT

The Audit Committee of our Board of Directors, which currently consists of
James J. Curran, James A. McClure and Timothy R. Winterer, is governed by its
charter. All the members of the Audit Committee are "independent" as defined in
the listing standards of the New York Stock Exchange, which means that they have
no relationship to the Company that may interfere with the exercise of their
independence from our management.

The Audit Committee reviewed and discussed our audited financial statements
for the year ended December 31, 2001 with management and our independent
auditing firm, Arthur Anderson LLP. In that connection, the Audit Committee
discussed with Arthur Andersen the matters required to be discussed by Statement
of Accounting Standards No. 61. SAS 61 requires an auditor to communicate
certain matters relating to the conduct of an audit to the Audit Committee
including:

o methods used to account for significant unusual transactions;

o the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance or
consensus;

o the process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditor's conclusions
regarding the reasonableness of those estimates;

o any disagreements with management regarding the application of
accounting principles, the basis for management's accounting
estimates, the disclosures in the financial statements and the wording
of the auditor's report;

o the auditor's judgments about the quality, and not just the
acceptability, of our accounting principles as applied in its
financial reporting; and

o the consistency of application of the accounting principles and
underlying estimates and the clarity, consistency and completeness of
the accounting information contained in the financial statements,
including items that have a significant impact on the representational
faithfulness, verifiability and neutrality of the accounting
information.

Arthur Andersen LLP reported to the Audit Committee that:

o there were no disagreements with management,

o it was not aware of any consultations about significant matters that
management discussed with other auditors,

o no major issues were discussed with management prior to its retention,

o it received full cooperation and complete access to our books and
records,

o there was no fraud or likely illegal acts,

o there were no significant internal control deficiencies, and

o there were no known probable material misstatements in our interim
reports.

In addition, the Audit Committee received from Arthur Andersen LLP the
written disclosures and the letter required by Independence Standards Board
Statement No. 1 and discussed Arthur Andersen's independence with Arthur
Andersen. Pursuant to ISB 1, Arthur Andersen:

o disclosed to the Audit Committee all relationships between Arthur
Andersen and its related entities that in Arthur Andersen's
professional judgment may reasonably be thought to bear on
independence, and

o confirmed in the letter that, in its professional judgment, it is
independent of the Company.

Based on the above-referenced review and discussions, the Audit Committee
recommended to the Board of Directors that the financial statements be included
in our Annual Report on Form 10-K for filing with the Securities and Exchange
Commission. Reference is made to the Audit Committee's charter for additional
information as to the responsibilities and activities of the Audit Committee.
Copies of this charter are available upon request to our Secretary.

Audit Committee of the Board Directors

James J. Curran, Chairman
James A. McClure
Timothy R. Winterer

Audit and Non-Audit Fees

The total fee billed for professional services rendered by Arthur Andersen
LLP for the audit of our financial statements for the year ended December 31,
2001, and the reviews of the Company's financial statements included in its
Quarterly Reports on Form 10-Q during 2001 was approximately $157,522. In
addition, Arthur Andersen LLP received approximately $243,533 of fees for all
other non-audit services rendered by Arthur Anderson LLP during 2001. The Audit
Committee has considered whether Arthur Andersen's provision of the non-audit
services to the Company is compatible with maintaining Arthur Andersen's
independence.

INDEPENDENT ACCOUNTANTS

On July 22, 2002, we advised the firm of Arthur Andersen LLP ("AA") that it
would no longer serve as our independent accounting firm. AA had served in that
capacity since October 1999. Our determination reflected the fact that on June
15, 2002, the Securities and Exchange

Commission announced that AA had informed the Commission that it will cease
practicing before the Commission by August 31, 2002.

On July 22, 2002, we engaged the independent accounting firm of KPMG LLP
("KPMG") to serve as our new auditing firm. The decision to engage KPMG was
approved by the Audit Committee of our Board of Directors and the full Board.
Shareholders are not being asked to ratify the selection by the Board of
Directors and its Audit Committee of KPMG as our independent accountants for the
current year because there is no requirement that such ratification be sought.
We expect a representative of KPMG will be present at the Annual Meeting, will
have the opportunity to make a statement if he or she desires to do so and will
be available to respond to appropriate questions concerning our financial
statements.

STOCK PERFORMANCE CHART

COMPARISON OF 5 1/2YEAR CUMULATIVE TOTAL RETURN* AMONG COEUR D'ALENE MINES
CORPORATION, S&P 500 INDEX AND PEER GROUP INDEX

The following chart compares our cumulative total shareholder return for
the five years ended December 31, 2001, and six months ended June 30, 2002, with
(i) the S&P 500 Index, which is a performance indicator of the overall stock
market, and (ii) a peer group determined by us.

[OBJECT OMITTED]

======================== ========= ========= ========= ========= ========= ========= =========
Dec. 1996 Dec. 1997 Dec. 1998 Dec. 1999 Dec. 2000 Dec. 2001 June 2002
------------------------ --------- --------- --------- --------- --------- --------- ---------

Coeur d'Alene Mines
Corporation Common Stock 100.00 59.09 30.58 22.73 6.20 5.29 11.17
------------------------ --------- --------- --------- --------- --------- --------- ---------
S&P 500 Index 100.00 133.32 171.33 207.33 188.42 166.12 144.33
------------------------ --------- --------- --------- --------- --------- --------- ---------
Peer Group Index ** 100.00 53.30 43.15 34.90 19.24 33.19 68.24
------------------------ --------- --------- --------- --------- --------- --------- ---------

Assumes $100 invested on January 1, 1996, in our common stock, S&P 500 Index and
the peer group index.
---------------
* Total return assumes reinvestment of dividends.
** The issuers of common stock included in the peer group are Apex Silver
Mines Ltd., Bema Gold Corp., Cambior Inc., Echo Bay Mines Corp., First
Silver Reserve, Inc., Glamis Gold Ltd., Hecla Mining Co., Homestake Mining
Co., Kinross Gold Corp., Meridian Gold, Inc., Pan American Silver
Corporation, TVX Gold, Inc. and Viceroy Resources Corp.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 as amended, requires
our officers and directors, and persons who own more than 10% of a registered
class of our equity securities, to file reports of securities ownership and
changes in such ownership with the Securities and Exchange Commission. Initial
Statements of Beneficial Ownership of Securities on Form 3 are required to be
filed within ten days after the date on which the person became a reporting
person. Statements of Changes of Beneficial Ownership of Securities on Form 4
are required to be filed by the tenth day of the month following the month
during which the change in beneficial ownership of securities occurred. We
believe that all reports of securities ownership and changes in such ownership
required to be filed during 2001 were timely filed.

YEAR 2003 SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the 2003 Annual
Meeting must be received by our Secretary, 400 Coeur d'Alene Mines Building,
Post Office Box I, Coeur d'Alene, Idaho 83814 no later than January 1, 2003,
(i.e., approximately 120 days prior to April 30, 2003, which is the presently
expected date of mailing of the proxy statement relating to next year's annual
meeting), in order for them to be considered for inclusion in the 2003 Proxy
Statement. A shareholder desiring to submit a proposal to be voted on at next
year's Annual Meeting, but not desiring to have such proposal included in next
year's proxy statement relating to that meeting, should submit such proposal to
us by February 14, 2003, (i.e., at least 45 days prior to April 30, 2003, which
is the presently expected date of the mailing of the proxy statement relating to
next year's annual meeting). Failure to comply with that advance notice
requirement will permit management to use its discretionary voting authority if
and when the proposal is raised at the Annual Meeting without having had a
discussion of the proposal in the proxy statement.

OTHER MATTERS

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

Our 2001 Annual Report to Shareholders, which includes financial statements
for the year ended December 31, 2001, was mailed on April 30, 2002, to
shareholders of record on April 18, 2002. For those shareholders who became
shareholders of record subsequent to April 18, 2002, this proxy statement is
accompanied by a copy of that report. 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/ Dennis E. Wheeler

DENNIS E. WHEELER
Chairman of the Board

Coeur d'Alene, Idaho
August ___, 2002

(Appendix A)

ARTICLES OF AMENDMENT
TO THE RESTATED AND
AMENDED ARTICLES OF INCORPORATION
OF COEUR D'ALENE MINES CORPORATION

Pursuant to Title 30, Chapter 1, Idaho Code, the undersigned corporation amends
its articles of incorporation as follows:

1. The name of the corporation is: "Coeur d'Alene Mines Corporation."

2. The text of the amendment is as follows:

Article II is amended by replacing paragraph (a) of Article II with the
following:

(a) The corporation is authorized to issue two classes of shares of capital
stock to be designated, respectively, "common stock" and "preferred stock". The
total number of such shares which the corporation shall have the authority to
issue shall be 270 million. The total number of shares of common stock
authorized to be issued shall be 250 million shares, $1.00 par value per share,
and the total number of shares of preferred stock authorized to be issued shall
be 20 million, $1.00 par value per share.

3. The date of adoption of the amendment(s) was: September 17, 2002.

4. Manner of adoption:

[ ] The amendment consists exclusively of matters which do not require
shareholder action pursuant to section 30-1-1002, Idaho Code, and was,
therefore, adopted by the board of directors.

[ ] None of the corporation's shares have been issued and was, therefore,
adopted by the incorporator board of directors.

[X] The number of shares outstanding and entitled to vote was

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

The number of shares cast for and against each amendment was:

Amended article Shares for Shares against
--------------- ---------- --------------

Article II

Dated: September ___, 2002
-----------------------------

Signed:
------------------------------------------------------------

Name: Dennis E. Wheeler
------------------------------------------------------------

Capacity: Chairman of the Board, President and Chief Executive Officer
------------------------------------------------------------

COEUR D'ALENE MINES CORPORATION

400 Coeur d'Alene Mines Building, 505 Front Avenue, P.O. Box I
Coeur d'Alene, Idaho 83814

COMMON STOCK PROXY

This proxy is solicited by the Board of Directors for the
ANNUAL MEETING OF SHAREHOLDERS on September 17, 2002, 9:30 A.M., local time

The undersigned appoints Dennis E. Wheeler or, in his absence, Geoffrey A. Burns, 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 September 17, 2002, 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 provided is made, this Proxy will be voted FOR Proposals 1, 2, 3, 4 and 5.

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

The Shares will be voted as directed, and with respect to other matters of [X] Please mark
business properly before the meeting as the Proxies shall decide. If no Your votes like
direction is provided, this Proxy will be voted FOR Proposals 1 through 5. this in blue or
black ink.

The Board of Directors recommends voting FOR the following proposals:

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

1. ELECTION OF DIRECTORS 2. PROPOSAL REGARDING AMENDMENT TO FOR AGAINST ABSTAIN
RESTATED ARTICLES OF INCORPORATION
FOR all nominees listed WITHHOLD AUTHORITY AUTHORIZING INCREASE IN NUMBER OF SHARES [ ] [ ] [ ]
below (except as marked To vote for all OF COMMON STOCK TO 250 MILLION.
to the contrary below) nominees listed below

[ ] [ ] 3. PROPOSAL REGARDING INCREASE IN FOR AGAINST ABSTAIN
AUTHORIZED SHARES OF COMMON STOCK UNDER
EXECUTIVE COMPENSATION PLAN. [ ] [ ] [ ]

4. PROPOSAL REGARDING INCREASE IN FOR AGAINST ABSTAIN
AUTHORIZED SHARES OF COMMON STOCK UNDER
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN. [ ] [ ] [ ]

(INSTRUCTION; To withhold authority to vote for 5. IN THEIR DISCRETION, THE PROXIES ARE FOR AGAINST ABSTAIN
any individual nominee, strike a line through the AUTHORIZED TO VOTE UPON SUCH OTHER
nominee's name on the list below.) BUSINESS AS MAY COME BEFORE THE MEETING. [ ] [ ] [ ]
C.D. Andrus, J.J. Curran, J.A. McClure, R.E. Mellor,
J.H. Robinson, D.T. Salido, J. Kenneth Thompson, X.G.
Topete, Timothy R. Winterer and Dennis E. Wheeler

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

Y
I plan to attend the meeting E [ ] N [ ]
S O
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE

Signature Signature Dated: , 2002
------------------------------------------ ------------------------------------------ -----------

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