HECLA MINING COMPANY RESTATED RETIREMENT PLAN (Effective as of January 1, 2008)

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INTRODUCTION

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ARTICLE I DEFINITIONS

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A. Accrued Benefit

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B. Actuarial Equivalent

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C. Administrator

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D. Annuity Starting Date

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F. Average Compensation

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G. Beneficiary

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H. Code

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I. Committee

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J. Company

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K. Compensation

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L. Covered Compensation

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M. Credited Service

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N. Death Benefit

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O. Early Retirement

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P. Early Retirement Age

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Q. Early Retirement Benefit

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R. Early Retirement Date

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S. Effective Date

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T. Eligible Employee

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U. Eligible Spouse

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V. Employee

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W. Employer

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X. Enrolled Actuary

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Y. Entry Date

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Z. ERISA

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AA. Fiscal Year

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AB. Hour of Service

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AC. Key Employee

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AD. Leased Employee

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AE. Non-Key Employee

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AF. Normal Form

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AG. Normal Retirement

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AH. Normal Retirement Age

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AI. Normal Retirement Benefit

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AJ. Normal Retirement Date

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AK. One-Year Break in Service

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AL. Participant

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AM. Plan

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AN. Plan Year

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AO. Social Security Retirement Age

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AP. Social Security Taxable Wage Base

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AQ. Spousal Consent

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AR. Top-Heavy Plan

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AS. Total Compensation

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AT. Total Disability

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AU. Trust

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AV. Trustees

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AW. Year of Service

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AX. Modification of Top-Heavy Rules

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AY. Phased Retirement Date

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AZ. Phased Retirement Benefit

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BA. Highly Compensated Employee

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BB. Military Service

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BC. Kennecott Companies

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BD. Kennecott Employees

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BE. Kennecott Defined Contribution Plan

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BF. Kennecott Pension Plan

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BG. Kennecott Pension Participants

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BH. Retirement Credit Balance Benefits

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BI. Termination of Employment

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BJ. Distribution Calendar Year

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BK. Date of Distribution

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BL. Retroactive Annuity Starting Date

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ARTICLE II ELIGIBILITY AND PARTICIPATION

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A. Service Requirement

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B. Eligibility Computation Period

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C. Participation

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D. Leaves of Absence

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E. Suspended Participation

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F. Inactive Participation

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G. Reemployment After Retirement

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ARTICLE III NORMAL RETIREMENT BENEFITS

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A. Benefit Eligibility

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B. Waiver of Employer Contributions

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C. Annual Valuation

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D. Normal Retirement Benefit

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E. Minimum Benefit Requirements

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F. Maximum Benefit for any Participant

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G. Early Retirement Benefit

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H. Delayed Retirement Benefit

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I. Death Benefit

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J. Disability Retirement Benefit

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K. Eligible Spouse’s Survivor Benefits

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L. Qualified Joint and Survivor Annuity

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M. Deferred Vested Benefit

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N. Distributions Prior to Early Retirement Age

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O. Optional Form of Benefit

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P. Time of Distribution

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Q. Direct Rollover Distributions to an Eligible Retirement Plan

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R. Determination of Accrued Benefit Fresh-Start Rules

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S. Pension Enhancement Option

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T. Early Retirement Window Benefit

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U. Early Retirement Window Additional Benefit

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V. Phased Retirement Benefit

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W. Special Early Retirement Window Benefit

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Z. Employer Contributions

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ARTICLE IV RETIREMENT CREDIT BALANCE BENEFITS

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A. Benefit Eligibility

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B. Retirement Credit Balance Benefit

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C. Qualified Joint and Survivor Annuity

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D. Optional Form of Benefit

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E. Death Benefit

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F. Time of Distribution

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G. Employer Contributions

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ARTICLE V LIMITATIONS ON BENEFITS

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A. General Limitations

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ARTICLE VI VESTING OF EMPLOYER FUNDED BENEFITS

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A. Vesting

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B. Termination of Employment

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C. Rehired Participants

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ARTICLE VII LOANS TO PARTICIPANTS

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ARTICLE VIII BENEFICIARIES

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A. Designation

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B. Absence of Valid Designation of Beneficiaries

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ARTICLE IX PARTICIPANT’S CONTRIBUTIONS AND SPECIAL ACCOUNTS

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ARTICLE X ESTABLISHMENT OF TRUST

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A. Trust Agreement

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B. Trust Agreement Part of Plan

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ARTICLE XI PLAN FIDUCIARIES AND ADMINISTRATION

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A. Named Fiduciaries

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B. Fiduciary Standard

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C. Multiple Duties and Advisors

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D. Allocation and Delegation of Fiduciary Duties

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E. Indemnification

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F. Costs and Expenses

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G. Authority to Amend and Terminate

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H. Administrative Committee

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I. Plan Administration

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J. Claims Procedures

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K. Agent for Legal Process

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ARTICLE XII AMENDMENT AND TERMINATION

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A. Amendment

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B. Termination or Complete Discontinuance of Contributions

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C. Nonreversion

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D. Limitations on Benefits in the Event of Plan Termination

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E. Termination After Change in Control

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ARTICLE XIII MISCELLANEOUS

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A. Limitation of Rights; Employment Relationship

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B. Transfer of Assets of Employer; Transfer of Assets of Plan

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C. Spendthrift Provision

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D. Applicable Law, Severability

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E. Incorporation of Trust Agreement Provisions

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F. No Liability

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G. Missing Persons

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APPENDIX I

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APPENDIX II

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APPENDIX III

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A.

Effective as of January 1, 1947, Hecla Mining Company adopted the Hecla Mining Company Retirement Plan (the “Prior Plan”) and executed a Trust Agreement. As of the original effective date of the Prior Plan, and subsequently the Plan, such arrangements have been intended to have tax-qualified status under Sections 401(a) of the Internal Revenue Code, as amended (the “Code”), exempt from tax under Section 501(a) of the Code, and to be subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, as well as the applicable predecessor laws.

B.

Effective as of January 1, 1987, Hecla Mining Company amended and restated the Prior Plan and the Trust Agreement established under the Prior Plan to provide retirement entitlements for the exclusive benefit of its Eligible Employees and their beneficiaries in accordance with the terms and conditions set forth in the Plan.

C.

Effective as of July 1, 2001, Hecla Mining Company amended and restated the Prior Plan and the Trust Agreement established under the Prior Plan to provide retirement entitlements for the exclusive benefit of its Eligible Employees and their beneficiaries in accordance with the terms and conditions set forth in the Plan.

D.

Effective May 10, 2002, Hecla Mining Company amended and restated the Prior Plan and the Trust Agreement established under the Prior Plan to provide retirement entitlements for the exclusive benefit of its Eligible Employees and their beneficiaries in accordance with the terms and conditions set forth in the Plan.

E.

Effective February 16, 2006, Hecla Mining Company amended and restated the Prior Plan and the Trust Agreement established under the Prior Plan to provide retirement entitlements for the exclusive benefit of its Eligible Employees and their beneficiaries in accordance with the terms and conditions set forth in the Plan.

F.

Effective as of January 1, 2008, Hecla Mining Company amended and restated the Prior Plan and the Trust Agreement established under the Prior Plan to provide retirement entitlements for the exclusive benefit of its Eligible Employees and their beneficiaries in accordance with the terms and conditions set forth in the Plan.

A.

“Accrued Benefit” shall mean, effective as of April 16, 2008, with respect to the Normal Retirement Benefits provided under Article III, that portion of a Participant’s Normal Retirement Benefit which he has earned as of a determination date based upon the benefit formula reflected under Article III, which takes into account the Participant’s years of Credited Service through the determination date. For purposes of the Retirement Credit Balance Benefit provided under Article IV, Accrued Benefit shall mean the Participant’s Retirement Credit Balance (as defined in Paragraph BH of this Article I) as of any date. Accrued Benefits provided under the Plan shall be subject to the minimum benefit requirements of Articles III and IV.

B.

“Actuarial Equivalent” shall mean a benefit, payable in a different form and/or at a different time than a Participant’s Accrued Benefit, which shall be an amount that is equal in value to the Participant’s Accrued Benefit by using assumptions determined by an Enrolled Actuary as follows.

1.

For purposes of the Normal Retirement Benefits provided under Article III, the preretirement assumptions to be used are: Interest at seven percent (7%) per annum with mortality based on the UP-1984 (Uninsured Pensioners Unisex) table of mortality with no setback. The post-retirement assumptions to be used for this purpose are: Interest at seven percent (7%) per annum with mortality based on the UP-1984 (Uninsured Pensioners-Unisex) table of mortality with no setback. In determining whether this Plan is a Top-Heavy Plan as of a “determination date,” the same assumptions as stated above shall be used to calculate the value of each Participant’s Accrued Benefit as of such ‘determination date.’ If the definition of ‘Actuarial Equivalent’ is amended, the value of a Participant’s Accrued Benefit on or after the date of such amendment shall be the greater of: (1) the Actuarial Equivalent of the Participant’s total Accrued Benefit computed in accordance with the new definition, or (2) the Actuarial Equivalent of the Participant’s Accrued Benefit determined as of the date of such amendment and computed in accordance with the old definition.

2.

For purposes of the Retirement Credit Balance Benefits provided under Article IV, effective as of April 16, 2008, the interest rate shall be equal to the annual rate of change of the consumer price index plus three percent (3%), with mortality based upon the UP-1984 (Uninsured Pensioners Unisex) table of mortality with no setback. The foregoing assumptions are intended to comply with the rate of return safe harbors reflected in IRS Notice 2007-6 and IRS Notice 96-8, in order to comply with the requirements of Sections 411 and 417 of the Code. To the extent the assumptions reflected in this Subparagraph B-2 are inconsistent with the foregoing regulatory guidance, the provisions of IRS Notice 2007-6 and IRS Notice 96-8 shall govern and control.

3.

For purposes of determining the Actuarial Equivalent of lump-sum payments made on or after January 1, 2008, under Articles III and IV, the lump-sum payment amount shall be calculated as the greater of: (a) the value determined using the interest rate or rates which would be used, as of the first day of the Plan Year that contains the Annuity Starting Date, by the Pension Benefit Guaranty Corporation for purposes of determining the present value of the Participant’s benefits under the Plan, if the Plan had terminated on such date with insufficient assets to provide benefits guaranteed by the Pension Benefit guaranty Corporation on that date; and (b) the value determined based upon (i) the Applicable Mortality Table under Section 417(e)(3)(B) of the Code, and (ii) the Applicable Interest Rate under Section 417(e)(3) of the Code for the fifth month immediately preceding the beginning of the Plan Year which includes the date selected for payment of the benefit.

C.

“Administrator” shall mean the Plan Administrator as specified in Article XI.

D.

“Annuity Starting Date” shall mean the first day of the first period for which an amount is payable as an annuity or, in the case of a benefit not payable in the form of an annuity, the first day on which all events have occurred which entitled the Participant to such benefit. In the case of a deferred annuity, the Annuity Starting Date shall be the date on which the annuity payments are scheduled to commence. The payment of any disability retirement benefit is to be disregarded in determining the Annuity Starting Date.

E.

[RESERVED]

F.

“Average Compensation” shall mean the average of the Compensation for the Participant’s three (3) consecutive years (36 months), selected from the last ten (10) years, which produce the highest such average. The period of service over which Compensation shall be considered when determining a Participant’s Average Compensation shall begin with the date the Participant first performs an Hour of Service for the Employer and end with his most recent date of termination for benefit purposes.

In the event the period of employment is fewer than three (3) years, such lesser period of service shall be used to determine Average Compensation.

G.

“Beneficiary” shall mean the person or persons (natural or otherwise) designated by or for a Participant, entitled under this Plan to receive benefits after the death of a Participant.

H.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

I.

“Committee” shall mean the administrative committee appointed and acting in accordance with Article XI of this Plan.

J.

“Company” shall mean Hecla Mining Company, a Delaware corporation.

K.

“Compensation” shall mean all compensation for the Plan Year paid or payable in cash or in kind by the Employer for personal services and elective deferrals with respect to employment with the Employer: (i) under a qualified cash or deferred arrangement described in Section 401(k) of the Code; (ii) to a plan qualified under Section 125 of the Code (iii) to a tax sheltered annuity described in Section 403(b) of the Code; (iv) to a plan qualified under Section 402(h) of the Code; or (v) for limitation years beginning after December 31, 1997, to an elective contribution under Section 408(p)(2)(A)(i). However, in the event that this Plan becomes a Top-Heavy Plan in a Plan Year beginning before January 1, 1989, Compensation shall not include, with respect to any Employee, in any Plan Year, any compensation in excess of $200,000. For Plan Years that begin after December 31, 1988 but before January 1, 1994 (whether or not a Top-Heavy Plan), Compensation shall not include, with respect to any Employee, in any Plan Year (or such other applicable period specifically designated in the Plan), any compensation in excess of $200,000 or such other amount established subsequent to 1989 and prior to 1994 by the Secretary of the Treasury in accordance with Section 401(a)(17) of the Code. For Plan Years beginning after December 1, 1993, Compensation shall not include, with respect to any Employee in any Plan Year (or such other applicable period specifically designated in the Plan), any Compensation in excess of $150,000 or such other amount established subsequent to 1993 by the Secretary of the Treasury in accordance with Section 401(a)(17) of the Code. In addition, effective for benefits accrued after December 31, 1993 the amount of Compensation for any prior Plan Year that may be taken into account in determining an Employee’s benefit accruing in the current Plan Year, shall be limited to the applicable dollar limitation under Section 401(a)(17) of the Code for such prior period, except that for periods beginning before the first day of the first Plan Year beginning after December 31, 1993, the applicable dollar limitation shall be $150,000. For limitation years beginning on and after January 1, 2001 for purposes of applying the limitations described in Article V of the Plan, compensation paid or made available during such limitation years shall include elective amounts that are not includible in the gross income of the employee by reason of section 132(f)(4).

(a)

Increase in limit . The annual compensation of each Participant taken into account in determining benefit accruals in any plan year beginning after December 31, 2001, shall not exceed $200,000. Annual compensation means compensation during the Plan Year or such other consecutive 12-month period over which compensation is otherwise determined under the Plan (the determination period). For purposes of determining benefit accruals in a Plan Year beginning after December 31, 2001, compensation for any prior determination period shall be limited as provided in the preceding Paragraph.

(b)

Cost-of-living adjustment . The $200,000 limit on annual compensation in the preceding Paragraph shall be adjusted for cost-f-living increases in accordance with section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year. Effective as of January 1, 2008, a Participant’s annual compensation shall not exceed $230,000. Effective as of January 1, 2009, such limit shall be increased to $245,000.

L.

“Covered Compensation” shall mean for any Plan Year, the average (without indexing) of the Social Security Taxable Wage Base in effect for each calendar year during the thirty-five (35) year period ending with the last day of the calendar year in which the Participant attains (or will attain) Social Security Retirement Age. No change in Covered Compensation shall decrease a Participant’s Accrued Benefit under the Plan. In determining a Participant’s Covered Compensation for a Plan Year, the Social Security Taxable Wage Base for the current Plan Year and any subsequent Plan Year shall be assumed to be the same as in effect for the Plan Year for which the determination is being made. A Participant’s Covered Compensation for any Plan Year after the thirty-five (35) year period is the Participant’s Covered Compensation for the Plan Year in which the Participant attained Social Security Retirement Age. A Participant’s Covered Compensation for a Plan Year before the thirty-five (35) year period is the Social Security Taxable Wage Base in effect as of the beginning of the Plan Year. A Participant’s Covered Compensation shall be automatically adjusted for each Plan Year in accordance with these rules.

M.

“Credited Service” shall mean the total elapsed period of employment with the Employer while the Employee is an Eligible Employee, calculated from the Employee’s hire date to the date of his termination, subject to the break in service rules of Article V. The number of years and whole months of Credited Service shall be used to calculate the amount of any pension benefits to which an Eligible Employee is entitled. Elapsed time of less than 15 days of service shall be disregarded, and 15 or more days of service shall be counted as a whole month of Credited Service. As of and after April 16, 2008, an Eligible Employee’s Credited Service hereunder shall not include years of service with the Kennecott Companies.

N.

“Death Benefit” shall mean a benefit payable in the event of the death of a Participant prior to such Participant’s Normal Retirement Age or Termination of Employment (as hereafter defined) as specified in Article III or, effective as of April 16, 2008, Article IV.

O.

“Early Retirement” shall mean retirement on or after a Participant’s Early Retirement Age. Effective as of April 16, 2008, a Participant that is entitled to a Retirement Credit Balance Benefit under Article IV is not required to attain their Early Retirement Age as a condition precedent to benefit entitlement if the Participant has a Termination of Employment (as defined in Paragraph BI of this Article I) with the Employer prior to the attainment of the Participant’s Normal Retirement Date.

P.

“Early Retirement Age” shall mean the earliest of:

1.

The later of:

(a)

Age fifty-five (55), or

(b)

The age of the Participant upon completion of ten (10) Years of Service.

2.

The later of:

(a)

Age sixty (60), or

(b)

The age of the Participant upon completion of thirty (30) Years of Service.

3.

The later of:

(a)

Age fifty-five (55), or

(b)

The age of the Participant upon completion of thirty (30) Years of Service if the Participant was terminated by the Company by reason of reduction of the work force.

Q.

“Early Retirement Benefit” shall mean a monthly benefit in the Normal Form as determined pursuant to Article III of this Plan.

R.

“Early Retirement Date” shall mean a date prior to the Participant’s Normal Retirement Date, which is the first day of any month coinciding with or following a Participant’s termination of employment and after satisfaction of the requirements for entitlement to an Early Retirement Benefit.

S.

“Effective Date” shall mean January 1, 1947, and January 1, 2008, in connection with this recent restatement.

T.

“Eligible Employee” shall mean, effective as of April 16, 2008, any Employee, except a person whose Compensation and conditions of employment are subject to determination by collective bargaining, provided that retirement entitlements have been a subject of good faith bargaining between the Employer and the person’s lawful representative or bargaining agent.

1.

An Employee shall qualify as an Eligible Employee entitled to Normal Retirement Benefits under Article III only if such Employee is employed by an Employer, as well as those Kennecott Employees with vested and accrued benefits under the Kennecott Pension Plan (as defined in Paragraph BF of this Article I) and otherwise satisfies the applicable requirements of Article III. The foregoing Employees shall not qualify as Eligible Employees for purposes of the Retirement Credit Balance Benefits provided under Article IV.

2.

An Employee shall qualify as an Eligible Employee entitled to Retirement Credit Balance Benefits under Article IV only if such Employee is employed by the Kennecott Companies, was a participant in the Kennecott Defined Contribution Plan and otherwise satisfies the applicable requirements of Article IV. The foregoing Employees shall not qualify as Eligible Employees for purposes of the Normal Retirement Benefits provided under Article III.

U.

“Eligible Spouse” shall mean that spouse to whom a Participant is married during the 12-month period ending on either the Annuity Starting Date or the date of his death whichever occurs earlier. To the extent provided under a “qualified domestic relations order” as described in Section 414(p) of the Code, the term Eligible Spouse shall mean a former spouse in addition to or in place of the Participant’s current spouse.

V.

“Employee” shall mean a person currently employed by the Employer, any portion of whose income is subject to withholding of income tax and/or for whom Social Security or railroad retirement contributions are made by the Employer, as well as any other person qualifying as a common law employee of the Employer “Employee” shall also include any Leased Employee deemed to be an Employee as provided in Sections 414(n) or 414(o) of the Code.

W.

“Employer” shall mean the Company and any other corporation, partnership or sole proprietorship which has adopted or hereafter adopts the Plan with the approval of the Company. In addition, for purposes of determining an Employee’s Hours of Service, the term “Employer” includes:

1.

Any corporation or trade or business which is or was a member of a controlled group of corporations, a group of businesses under common control or an affiliated service group (within the meaning of Section 414(b), (c), (m), and (o) of the Code respectively) of which an Employer adopting the Plan is a member, but only for such period as the corporation or trade or business and the adopting Employer are or were considered members of the group;

2.

Any corporation or trade or business which is a predecessor employer, if this Plan is a successor plan to the predecessor employer’s qualified plan;

3.

Any corporation or trade or business for which a Leased Employee performs services, but only for such period as the Leased Employee performs such services; and

4.

Any corporation or trade or business which has been acquired directly or indirectly by the Company, provided that such corporation or trade or business shall be treated as an Employer under this Play only during such Plan Years as are designated by the Board of Directors of the Company, and only with respect to those persons employed by such corporation or trade or business on the date it was acquired by the Company.

X.

“Enrolled Actuary” shall mean a person enrolled by the Joint Board for the Enrollment of Actuaries under ERISA who has been engaged by the Administrator to prepare valuations, establish appropriate assumptions, and complete all required actuarial reports.

Y.

“Entry Date” shall mean the date upon which an Eligible Employee first becomes a Participant, which shall be the Effective Date or the first day of each month thereafter.

Z.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

AA.

“Fiscal Year” shall mean the accounting period used by the Company on the Effective Date for federal income tax purposes, which currently is the twelve (12) month period ending December 31 ^st of each year.

AB.

“Hour of Service” shall mean each hour for which an Employee is:

1.

Directly or indirectly paid or entitled to payment by the Employer for the performance of duties.

2.

Directly or indirectly paid or entitled to payment by the Employer on account of a period of time during which no duties were performed (irrespective of whether the employment relationship was terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence authorized under Paragraph D of Article II. However, no more than 501 House of Service shall be credited under this Subparagraph 2 on account of any single continuous period (except for hours credited due to salary continuation or paid temporary disability leave) during which the Employee performs no duties (whether or not such period occurs in a single computation period). Payments made or due under a plan maintained by the Employer solely to comply with applicable workers’ compensation, unemployment compensation, or disability insurance law, or to reimburse an Employee for medical or medically-related expenses shall not be considered as payments by the Employer for purposes of this Subparagraph;

3.

Absent from work by reason of the pregnancy of the Employee, the birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of the child by the Employee, or the care of such child by the Employee for a period immediately following birth or placement. No more than 501 Hours of Service shall be credited under this Subparagraph 3 by reason of any one pregnancy or placement. Hours of Service credited under this Subparagraph 3 shall be credited solely for purposes of determining whether a One-Year Break in Service has occurred in a computation period. All Hours of Service credited under this Subparagraph 3 shall be credited only in the computation period in which the absence from work begins if any of such Hours of Service are required in that computation period to avoid a One-Year Break in Service. If none of the Hours of Service credited under this Subparagraph 3 are required to avoid a One-Year Break in Service in the computation period in which the absence begins, then the Hours of Service will be credited to the next computation period. An Employee will be credited with 8 Hours of Service for each day of absence covered by this Subparagraph. Credit will be given pursuant to this Subparagraph 3 only after the Employee furnishes to the Administrator such timely information as the Administrator may reasonably require to establish that the absence is for a reason described in this Subparagraph;

4.

Either awarded back pay or for which the Employer agrees to pay such back pay, irrespective of mitigation of damages. An Hour of Service received under this Subparagraph 4 shall be credited to that computation period for which the award was granted. The same Hours of Service shall not be credited both under either Subparagraph 1 or 2, as the case may be, and under this Subparagraph 4. Hours of Service for which back pay is awarded or agreed to with respect to periods described in Subparagraph 2 shall be subject to the limitations set forth in that Subparagraph; or

5.

Temporary absence due to injuries arising out of and in the course of the Company’s employ shall be recognized in computing benefits; provided, however, that such temporary absence shall cease when the employee is physically capable of returning to work for the Company. Solely for the purpose of computing benefits, the period of absence shall be credited with earnings and hours of service to the extent that would have been received if the employee had not been injured. Only injuries causing an absence exceeding sixty (60) days or more shall be recognized under the provisions of this Paragraph.

For purposes of Subparagraphs 2 and 4 of this Paragraph AB, and for purposes of Subparagraph 1 in the case of an Employee for whom records of hours worked are not required by applicable law to be kept, an Employee shall be credited with 95 Hours of Service for each semi-monthly pay period for which he would have been required to be credited with an Hour of Service. Hours of Service shall be credited to the applicable computation period in accordance with Department of Labor Regulation Section 2530.200b-2(b) and (c).

AC.

“Key Employee” shall mean, with respect to Plan Years beginning prior to January 1, 2002, an Employee or former Employee and their Beneficiaries who, within the meaning of Section 416(i) of the Code and the regulations thereunder, is or at any time during the four preceding Plan Yeas has been:

1.

An officer of the Employer whose annual compensation exceeds 50% of the amount in effect under Section 415(b)(1)(A) of the Code for any such Plan Year;

2.

One of the ten (10) Employees whose annual compensation from the Employer exceeds the limitation in effect under Section 415(c)(1)(A) of the Code and who owns or is considered as owning more than a one-half percent (1/2%) ownership interest and one of the ten largest percentage ownership interests in the Employer;

3.

A five percent (5%) owner of the Employer; or

4.

A one percent (1%) owner of the Employer having an annual compensation of more than $150,000.

For purposes of this definition, no more than fifty employees (or, if less than fifty, either three employees or ten percent of all employees, whichever is greater) shall be treated as officer. In addition, for purposes of determining ownership percentages hereunder, the constructive ownership rules of Section 318 of the Code shall apply as provided by Section 416(i)(1)(B) of the Code. For purposes of Subparagraph 2, if two Employees have the same interest in the Employer, the Employee having greater annual compensation from the Employer shall be treated as having a larger interest. For purposes of determining the number of officers taken into account under Subparagraph AC-1 above, employees described in Section 414(q)(8) of the Code shall be excluded. For purposes of determining compensation for years beginning after 1988, Total Compensation shall be used in addition to elective and salary-reduction contributions made by any 401(k) plan of the Employer, a simplified employee pension plan, a cafeteria plan, and a tax-sheltered annuity. Paragraph AR and Paragraph AX of this Article I governs the determination of Top-Heavy Plan and Key Employees for Plan Years beginning on and after January 1, 2002.

AD.

“Leased Employee” shall mean a person (other than an Employee) who has performed services (i) under primary direction or control by the Employer, (ii) on a substantially fulltime basis for a period of at least one (1) year, (iii) either directly or indirectly for the Employer (or for the Employer and related persons determined in accordance with Section 414(n)(6) of the Code), and (iv) pursuant to a written or oral agreement between the Employer and any other person. For purposes of this Plan, Leased Employees shall be treated as follows:

1.

Contributions and benefits provided to the Leased Employee by the person who has entered into the agreement with the Employer, which are attributable to services performed for the Employer, shall be treated as provided by the Employer.

2.

Service provided by the individual who becomes a Leased Employee to the person who has entered into the agreement with the Employer, which are attributable to services performed for the Employer, shall be treated as provided under this Plan.

The term “Leased Employee” shall include a person described above who is covered by a qualified money purchase pension plan of the other person who has entered into the agreement with the Employer which provides (i) a Unintegrated employer contribution rate of at least ten percent (10%) of compensation as defined in Section 415(c)(3) of the Code including amounts contributed pursuant to a salary reduction agreement which are excludable from his gross income under Sections 125, 402(e)(3), 402(h), and 403(b) of the Code, (ii) immediate participation, and (iii) immediate and full vesting.

AE.

“Non-Key Employee” shall mean any Employee who is not a Key Employee.

AF.

“Normal Form” shall mean an annuity payable monthly for the life of the Participant. The first monthly payment shall be made as of the first day of the month coincident

with or next following the Participant’s Normal Retirement Date with the last payment as of the first day of the month in which the recipient’s death occurs.

AG.

“Normal Retirement” shall mean retirement on or after the Participant’s Normal Retirement Age. In the case of a Participant who continues in the employ of the Employer after reaching such Normal Retirement Age, ‘Normal Retirement’ shall mean retirement on the delayed retirement date, which is the date of the Participant’s actual termination of employment. When such Participant actually retires, he shall then be entitled to a Delayed Retirement Benefit in accordance with Article III. Notwithstanding the foregoing, if a Participant continues employment, but not in ‘Section 203(a)(3)(B) service’ under Department of Labor Regulation 29 CFR Section 2530.203-3, payment shall commence to the Participant as if the Participant had terminated employment as of his Normal Retirement Age and benefits will continue to accrue under the Plan. Effective as of April 16, 2008, a Participant that is entitled to a Retirement Credit Balance Benefit under Article IV is not required to attain their Normal Retirement Age as a condition precedent to benefit entitlement if the Participant has a Termination of Employment (as defined in Paragraph BI of this Article I) with the Employer prior to the Participant’s attainment of the Participant’s Normal Retirement Age.

AH.

“Normal Retirement Age” shall mean the earlier of:

(1)

Age 60 if the Participant has not less than thirty (30) Years of Service with the Company while covered under this Plan; or

(2)

Age 65.

AI.

“Normal Retirement Benefit” shall mean a monthly benefit in the Normal Form as determined pursuant to Article III of this Plan.

AJ.

“Normal Retirement Date” shall mean the first day of the month coinciding with or next following a Participant’s attainment of Normal Retirement Age.

AK.

“One-Year Break in Service” shall mean, with respect to any Employee, a computation period during which the Employee is credited with 500 or fewer Hours of Service. Except as provided in Paragraph B of Article II, the Plan Year shall be the computation period.

AL.

“Participant” shall mean any Eligible Employee who has become a participant of this Plan, in accordance with Article II of this Plan. Notwithstanding the foregoing, effective as of April 16, 2008, an Eligible Employee hereunder shall become a Participant solely with respect to either the Normal Retirement Benefits provided under Article III or the Retirement Credit Balance Benefits provided under Article IV, but shall not become a Participant for purposes of the benefits provided under both Articles III and IV.

AM.

“Plan” shall mean the Hecla Mining Company Retirement Plan, as set forth herein, and any amendments hereto. Effective as of April 16, 2008, the Plan is intended to

constitute a statutory hybrid plan within the meaning of Section 411(a)(13) of the Code which, in part, provides benefits based upon the balance of a Participant’s hypothetical account.

AN.

“Plan Year” shall mean the twelve (12) month period ending December 31 ^st .

AO.

“Social Security Retirement Age” shall mean age sixty-five (65) for individuals born before January 1, 1938, age sixty-six (66) for individuals born before January 1, 1955 and age sixty-seven (67) for individuals born on or after January 1, 1955.

AP.

“Social Security Taxable Wage Base” shall mean the contribution and benefit limit in effect under Section 3121(a)(1) of the Code.

AQ.

“Spousal Consent” shall mean an Eligible Spouse’s written consent which acknowledges the effect of the Participant’s election and is witnessed by a Plan representative or a notary public. Once made, consent shall be irrevocable unless the Participant changes his Beneficiary designation or revokes his election to waive the qualified joint and survivor annuity or the qualified pre-retirement survivor annuity, as applicable; upon such event, consent and shall be deemed to be revoked. Notwithstanding the foregoing, Spousal Consent is not required if the Participant establishes to the satisfaction of a Plan representative that such written consent may not be obtained because there is no Eligible Spouse or that the Eligible Spouse cannot be located. In addition, no Spousal Consent is necessary if the Participant has been legally separated or abandoned within the meaning of local law and the Participant provides the Plan representative with a court order to that effect, so long as such court order does not conflict with a qualified domestic relations order. If the Eligible Spouse is legally incompetent to consent, the Eligible Spouse’s legal guardian may consent on her behalf, even if the legal guardian is the Participant. If the Eligible Spouse has consented to the designation of a trust as the Participant’s Beneficiary, Spousal Consent is not required for the designation of or change in trust beneficiaries.

AR.

“Top-Heavy Plan” shall mean, subject to Section AX of the Plan effective as of January 1, 2002: (1) a plan in which, as of the “determination date,” the aggregate of “accounts” of Key Employees exceeds sixty percent (60%) of the aggregate of “accounts” of all employees under the plan; and (2) each plan which is included in an “aggregation group” if such group is a top-heavy group, as determined under Section 416(g)(2) of the Code. For purposes of this Paragraph: (a) “determination date” means the last day of the immediately preceding Plan Year or, in the case of the first Plan Year, the last day of such year. Where two or more plans are aggregated, the plans will be aggregated by adding together the results for each plan as of the determination dates for such plans which fall in the same calendar year; (b) “accounts” means the sum of all accounts maintained for the employee determined as of the most recent valuation date occurring within the twelve-month period ending on the determination date (or, in the case of a defined benefit plan, the present value of the cumulative accrued benefits determined as of the valuation date used for computing plan costs for minimum funding purposes), including distributions made with respect to such employee under the plan during the five (5) year period ending on the

“determination date,” but excluding, however, rollover contributions, the account of a Non-Key Employee who was formerly a Key Employee, the account of an individual who has not performed services for the Employer at any time during the give (5) year period ending on the determination date, and further excluding those amounts attributable to deductible employee contributions (as defined in Section 72)(o)(5)(A) of the Code); and (c) “aggregation group” means (i) each plan of the Employer in which a Key Employee participates, and each other plan of the Employer which enables a plan in which a Key Employee participates to meet the requirements of Section 401(a)(4) or Section 410 of the Code (including a terminated plan maintained within the last five (5) year period ending on the ‘determination date”), and (ii) any other plan maintained by the Employer which the Company elects to include within the group, provided the resulting group satisfies Section 401(a)(4) and Section 410 of the Code. In determining the cumulative accrued benefits of a defined benefit plan for purposes of this Paragraph, the actuarial assumptions specified by the defined benefit plan for this purpose shall be utilized. If differing actuarial assumptions are specified for two or more defined benefit plans, then the actuarial assumptions for the defined benefit plan including the largest number of employees in the first year any defined benefit plan is included within the aggregation group shall be utilized. Solely for the purpose of determining if the Plan, or any other plan in a required aggregation group of which this Plan is a part, is a Top Heavy Plan, the accrued benefit of an Employee other than a Key Employee shall be determined (a) under the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Employer, or (b) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Section 411(b)(1)(C) of the Code.

AS.

“Total Compensation” shall mean all amounts paid or made available to an Employee which are treated as compensation under Treasury Regulation Section 1.415-2(d)(2), and are not excluded from compensation under Treasury Regulation Section 1.415-2(d)(3).

1.

Items Includable as Compensation . For purposes of applying the limitations of Section 415 of the Code, the term “compensation” includes:

(a)

The Participant’s wages, salaries, fees for professional services and other amounts received for personal services actually rendered in the course of employment with an Employer maintaining the Plan (including, but not limited to, commissions paid to salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, reimbursements, and expense allowances).

(b)

In the case of a Participant who is an employee within the meaning of Section 401(c)(1) of the code and the regulations thereunder, the Participant’s earned income (as described in Section 401(c)(2) of the code and the regulations thereunder).

(c)

For purposes of subsections (a) and (b) of this Subparagraph, earned income from sources outside the United States (as defined in Section 911(b) of the Code, whether or not excludable from gross income under Section 911 of the Code).

(d)

Amounts described in Sections 104(a)(3), 105(a) and 105(h) of the Code, but only to the extent that these amounts are includable in the gross income of the employee.

(e)

Amounts paid or reimbursed by the Employer for moving expenses incurred by an employee, but only to the extent that these amounts are not deductible by the employee under Section 217 of the Code.

(f)

The value of a non-qualified stock option granted to an employee by the Employer, but only to the extent that the value of the option is includable in the gross income of the employee for the taxable year in which granted.

(g)

The amount includable in the gross income of an employee upon making the election described in Section 83(b) of the Code.

2.

Items Not Includable as Compensation . The term “compensation” does not include items such as:

(a)

Contributions made by the Employer to a plan of deferred compensation to the extent that, before the application of the Code Section 415 limitations to that plan, the contributions are not includable in the gross income of the employee for the taxable year in which contributed. In addition, Employer contributions made on behalf of an employee to a simplified employee pension described in Section 408(k) of the code are not considered as compensation for the taxable year in which contributed to the extent such contributions are deductible by the employee under Section 219(b)(7) of the Code. Additionally, any distributions from a plan of deferred compensation are not considered as compensation for Code Section 415 purposes, regardless of whether such amounts are includable in the gross income of the employee when distributed. However, any amounts received by an employee pursuant to an unfunded non-qualified plan may be considered as compensation for Code Section 415 purposes in the year such amounts are includable in the gross income of the employee.

(b)

Amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by an employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture under Section 83 of the Code and the regulations thereunder.

(c)

Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option.

(d)

Other amounts which receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includable in the gross income of the employee), or contributions made by an Employer (whether or not under a salary reduction agreement) toward the purchase of an annuity contract described in Section 403(b) of the Code (whether or not the contributions are excludable from the gross income of the employee).

Except as otherwise provided in this Plan, Total Compensation shall be determined on the basis of the Plan Year.

AT.

“Total Disability” shall mean total and permanent disability determined by a medical examiner of the Company’s choice.

AU.

“Trust” shall mean the trust established pursuant to Article X of this Plan.

AV.

“Trustees” shall mean the trustee or trustees of the Trust established pursuant to this Plan.

AW.

“Year of Service” shall mean a computation period during which an Employee is credited with not less than 1,000 Hours of Service with the Employer. Except as provided in Paragraph B of this Article II, the Plan Year shall be the computation period.

AX.

“Modification of Top-Heavy Rules” shall apply for purposes of determining whether the Plan is a top-heavy plan under section 416(g) of the Code for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of section 416(g) of the Code for such years.

1.

The term “Key Employee” means any employee or former employee (including any deceased employee) who at any time during the Plan Year that includes the determination date was an officer of the employer having annual compensation greater than $150,000 (effective as of January 1, 2008, as increased to $160,000 effective January 1, 2009), as adjusted under Section 416(i)(1) of the Code for subsequent Plan Years, a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000. For this purpose, annual compensation means “415 Compensation” as reflected in Subparagraph AX-4. The determination of who is a key employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

2.

The following shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of employees as of the determination date.

(a)

Distributions during year ending on the determination date. The present values of accrued benefits and the amounts of account balances

of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the Plan and any Plan aggregated with the Plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply with distributions under a termination plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by submitting “5-year period” for “1-year period”.

(b)

Employees not performing services during year ending on the determination date. The accrued benefits and accounts of any individual who has not performed services for the employer during the 1-year period ending on the determination date shall not be taken into account.

3.

For purposes of satisfying the minimum benefit requirement of Section 416(c)(1) of the Code and the Plan, in determining years of service with the employer, any service with the employer shall be disregarded to the extent that such services occurs during a Plan Year when the Plan benefits (within the meaning of Section 410(b) of the Code) no key employee or former key employee.

4.

For purposes of this Paragraph AX, “415 Compensation” shall mean all amounts paid or made available by the Employer to a Participant in a Plan Year that would constitute Compensation if paid to a Participant by the Employer. Effective as of January 1, 2008, 415 Compensation shall include any Compensation paid by the later of (a) 2 ½ months after a Participant’s severance from the service of the Employer, or (b) by the end of the Plan Year that includes the date of the Participant’s severance from employment if: (i) the payment is regular compensation for services during the Participant’s regular working hours or outside of those hours, and would have been paid to the Participant prior to the severance from employment had the Participant remained employed (such as overtime or shift differential), (ii) payment is for unused accrued sick, vacation or other leave, but only if the Participant would have been able to use the leave had they remained employed, and (iii) payment received from an unfunded nonqualified deferred compensation plan, if such payment would have been made at the same time the Participant severed from employment had they remained employed. Except as provided herein, 415 Compensation shall not include severance pay or similar post-severance payments. This definition shall comply with the Treasury Regulations issued under Section 415(c) of the Code effective as of January 1, 2008, and shall be interpreted and construed in accordance therewith.

AY.

“Phased Retirement Date” shall mean the first day of the month coinciding with or next following a Participant’s election of Phased Retirement Benefits.

AZ.

“Phased Retirement Benefit” shall mean a monthly benefit in the Normal Form as determined pursuant to Article III of this Plan.

BA.

“Highly Compensated Employee” means an Employee who, during the Plan Year or during the preceding 12-month period:

(a)

is more than 5% owner of the Employer (applying the constructive ownership rules of Section 318 of the Code,

(b)

has Compensation in excess of $80,000 (as adjusted by the Commissioner of Internal Revenue for the relevant year);

If the Employee satisfies the definition in clause (b), in the Plan Year but does not satisfy clause (b) during the preceding 12-month period and does not satisfy clause (a) in either period the Employee is a Highly Compensated Employee only if he is one of the 100 most highly compensated Employees for the Plan Year.

For purposes of this Section BA, “Compensation” means Compensation as defined in Section K of this Article I.

The term “Highly Compensated Employee” also includes any former Employee who separated from Service (or has a deemed Separation from Service, as determined under Treasury regulations) prior to the Plan Year, performs no Service for the Employer during the Plan Year, and was a Highly Compensated Employee either for the separation year or any Plan Year ending on or after his 55 ^th birthday.

BB.

“Military Service” Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service will be provided in accordance with Section 414(u) of the Code.

BC.

“Kennecott Companies” shall mean the Kennecott Greens Creek Mining Company and the Kennecott Juneau Mining Company. Effective as of and after April 16, 2008, Eligible Employees of the Kennecott Companies shall be eligible to participate in the Plan solely with respect to the either the Normal Retirement Benefits provided under Article III or the Retirement Credit Balance Benefits provided under Article IV.

BD.

“Kennecott Employees” shall mean employees of the Kennecott Companies prior to, as of and after April 16, 2008.

BE.

“Kennecott Defined Contribution Plan” means the Rio Tinto America, Inc. Investment Partnership Plan, a tax-qualified defined contribution plan, within the meaning of Section 401(a) of the Code, and subject to the requirements of ERISA.

BF.

“Kennecott Pension Plan” means the Rio Tinto America, Inc. Retirement Plan, a tax-qualified defined benefit plan, within the meaning of Section 401(a) of the Code, and subject to the requirements of ERISA.

BG.

“Kennecott Pension Participants” shall mean Eligible Employees of the Kennecott Companies with vested and accrued benefit entitlement under the Kennecott Pension Plan; provided, however, such term shall not include Kennecott Employees who elected, as of September 30, 2007, to cease benefit accrual under the Kennecott Pension Plan and to commence participation in the Kennecott Defined Contribution Plan as of October 1, 2007.

BH.

“Retirement Credit Balance Benefits“ shall mean a Participant’s Accrued Benefit as determined under Article IV.

BI.

“Termination of Employment“ shall mean a Participant’s separation from service of the Employer by reason of his resignation, retirement, discharge, disability or death.

BJ.

“Distribution Calendar Year” A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date (within the meaning of Paragraph P of Article III.) For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to Paragraph P-10 of Article III.

BK.

“Date of Distribution” shall mean the date the Participant’s benefit under the Plan commences based upon the Participant’s (with Spousal Consent, if applicable) election of a Retroactive Annuity Starting Date as provided in Paragraph X of Article III.

BL.

“Retroactive Annuity Starting Date” A benefit commencement date (which constitutes an annuity starting date within the meaning of Section 417(f) of the Code) affirmatively elected by the Participant that occurs on or before the date on which the Administrator provides the written explanation of the Qualified Joint and Survivor Annuity as required by Paragraph X of Article III, in accordance with Section 417(a)(3) of the Code.

A.

Service Requirement

1.

Each Eligible Employee who has completed one (1) Year of Service as an Eligible Employee shall become a Participant of the Plan as of the Entry Date coincident with or next following the last day of the Eligibility Computation Period during which such period of service is completed.

Effective January 1, 1995, each Eligible Employee who has completed one (1) Year of Service shall become a Participant of the Plan as of the Entry Date coincident with or next following the last day of the Eligibility Computation Period during which such period of service is completed.

2.

An Eligible Employee who satisfies the service requirements of Subparagraph 1 but who is not an Eligible Employee on the Entry Date shall become a Participant of the Plan immediately upon again becoming an Eligible Employee.

3.

Effective as of April 16, 2008, each person employed by the Kennecott Companies as of April 15, 2008, and who participated in the Kennecott Defined Contribution Plan or the Kennecott Pension Plan as of such date, shall become a Participant in the Plan on April 16, 2008. Each Eligible Employee hired by the Kennecott Companies as of and after April 16, 2008, who has completed one (1) Year of Service as an Eligible Employee shall become a Participant of the Plan as of the Entry Date coincident with or next following the last day of the Eligibility Computation Period during which such period of service is completed.

B.

Eligibility Computation Period

For purposes of Article II, the initial Eligibility Computation Period shall be the twelve (12) consecutive month period commencing with the date on which an Employee first performs an Hour of Service for the Employer. Subsequent Eligibility Computation Periods will be the Plan Year, commencing with the Plan Year which includes the first anniversary of the date the Employee first performs an Hour of Service.

C.

Participation

Participation in the Plan continues until a Participant terminates by Early Retirement, Normal Retirement, by delayed retirement, by reason of Total Disability, death or Termination of Employment with the Employer and has a One-Year Break in Service. An Employee whose participation in the Plan has terminated shall become a Participant again on the date he again becomes an Eligible Employee and completes the service requirement of Paragraph IIA. Effective as of April 16, 2008, an Employee of the Kennecott Companies whose participation in the Plan has terminated shall become a Participant again on the date he is rehired and otherwise satisfies the requirements of Paragraph IIA-3. An Employee whose participation in the Plan has terminated but who has not received all benefits under the Plan shall be a ‘former Participant.’ For the purpose of establishing a One-Year Break in Service hereunder, the applicable computation period shall be the Eligibility Computation Period as defined in Paragraph B of Article II hereof.

D.

Leaves of Absence

A Participant’s employment is not considered terminated for purposes of the Plan while he is on leave of absence with the consent of the Employer, provided that he returns to the employ of the Employer at the expiration of such leave. Leaves of absence shall mean leaves granted by the Employer, in accordance with written rules uniformly applied to all Employees, for reasons of health or public service or for reasons determined by the Employer to be in its best interests. A Participant’s employment shall also not be deemed to have terminated while he is a member of the Armed Forces of the United States, provided that he returns to the employment of the Employer within ninety (90) days (or such longer period as may be prescribed by law) from the date he first became entitled to his discharge. Participants who do not return to the employ of the Employer within sixty (60) days following the end of the leave of absence, or within the required time in case of service with the Armed Forces, shall be deemed to have terminated their employment as of the date when their leaves of absence began, unless such failure to return was the result of Early Retirement, Normal Retirement, delayed retirement, Total Disability or death.

E.

Suspended Participation

A Participant who ceases to be an Eligible Employee, but who has not separated from the service of the Employer, shall become a suspended Participant. During the period of suspension, no amounts which are based on his Compensation or Total Compensation from and after the date of suspension shall be used to determine his Accrued Benefit under Article III. However, the Participant shall continue to vest in his Accrued Benefit, and he shall be entitled to benefits in accordance with the other provisions of the Plan while he is a suspended Participant. Notwithstanding the foregoing, effective as of April 16, 2008, a Participant’s Retirement Credit Balance Benefits entitlement under Article IV shall continue to be credited with interest, pursuant to the assumptions set forth in Paragraph B-2 of Article I, during the Participant’s period of suspension.

F.

Inactive Participation

A Participant who has fewer than 1,000 Hours of Service in any Plan Year, but who is not separated from the service of the Employer, shall be an inactive Participant for such Plan Year. No amounts which are based on his Compensation or Total Compensation shall be used to determine his Accrued Benefit for such Plan Year. Provided, however, effective as of April 16, 2008, a Participant’s Retirement Credit Balance Benefits entitlement under Article IV shall continue to be credited with interest, pursuant to the assumptions set forth in Paragraph B-2 of Article I, during the Participant’s period of inactive participation.

G.

Reemployment After Retirement

If a Participant is reemployed by the Employer in “Section 203(a)(3)(B) service” after commencing benefit payments, the Participant’s payments will be suspended and benefits will continue to accrue as described in Subparagraph D-1 of Article III and Subparagraph B of Article IV. Benefit payments will recommence as of the Participant’s delayed retirement date and will be determined as provided in Paragraph H of Article III, and Paragraph B of Article IV. The employer shall adopt written procedures relating to this Paragraph G which comply with Department of Labor Regulation 29 CFR Section 2530.203-3; these written procedures shall be provided to Participants by personal delivery or first class mail during the first payroll period in which the Plan withholds payments or the first calendar month that his benefits are suspended. The preceding suspension provisions shall not apply to a Participant during the first twenty-four (24) months following the Participant’s Phased Retirement Date for purposes of Article III.

A.

Benefit Eligibility

Effective as of April 16, 2008, the Normal Retirement Benefits described in this Article III shall apply solely with respect to: (1) Eligible Employees who are employed by an Employer and who are Participants in the Plan as of April 16, 2008; (2) Eligible Employees who are employed by an Employer other than the Kennecott Companies after April 16, 2008; and (3) Eligible Employees of the Kennecott Companies who participated in the Kennecott Pension Plan prior to April 16, 2008. An Eligible Employee employed by the Kennecott Companies as of and after April 16, 2008, who was not formerly a participant in the Kennecott Pension Plan with vested and accrued retirement benefits thereunder, shall not be eligible to receive any benefit to which this Article III applies. Notwithstanding the foregoing, Kennecott Employees with vested and accrued benefits under the Kennecott Pension Plan who elected, as of September 30, 2007, to cease benefit accrual under the Kennecott Pension Plan and to commence participation in the Kennecott Defined Contribution Plan as of October 1, 2007, shall not be eligible to receive a Normal Retirement Benefit as provided under this Article III. Instead, such Kennecott Employees shall be eligible to receive solely those Retirement Credit Balance Benefits under Article IV.

B.

Waiver of Employer Contributions

Notwithstanding anything herein to the contrary, contributions by an Employer may be waived in whole or in part in any Plan Year during which a substantial business hardship has been sustained, as determined in writing by the Secretary of the Treasury pursuant to Section 412(d) of the Code.

C.

Annual Valuation

As soon as practical after the end of each Plan Year or after the removal or resignation of the Trustee, the Trustee shall determine the fair market value of the Trust Fund as of the close of the Plan Year (or the close of the shorter period ending with such resignation or removal), using procedures in accordance with generally accepted accounting principles.

D.

Normal Retirement Benefit

1.(a)

Subject to the Annual Overall Disparity provisions of Subparagraph D-3(a) and to the provisions of Paragraphs E and F of this Article III, each Participant who is not an Employee on or after July 1, 2000, upon attainment of his Normal Retirement Age, shall be entitled to receive a Normal Retirement Benefit equal to one-twelfth (1/12) of the sum of (a)(i) and (ii):

(i)

1.0% (subject to Subparagraph D-3 below) of such Participant’s Average Compensation multiplied by the number of years of Credited Service, plus

(ii)

0.50% (subject to Subparagraph D-3 below) of such Participant’s Excess Compensation multiplied by the number of years of Credited Service.

(b)

Subject to the Annual Overall Disparity provisions of Subparagraph D-3(a) and to the provisions of Paragraphs E and F of this Article III, each Participant who is an Employee on or after July 1, 2000, upon attainment of his Normal Retirement Age, shall be entitled to receive a Normal Retirement Benefit equal to one-twelfth (1/12) of the sum of (b)(i) and (ii):

(i)

1.0% (subject to Subparagraph D-3 below) of such Participant’s Average Compensation multiplied by the number of years of Credited Service, plus

(ii)

0.75% (subject to Subparagraph D-3 below) of such Participant’s Excess Compensation multiplied by the number of years of Credited Service.

The number of years of Credited Service taken into account for any Participant under Subparagraph D-1(a)(ii) and D-1(b)(ii) above shall not exceed such Participant’s Cumulative Disparity Limit as determined under Subparagraph D-3(b) of this Article III.

For purposes of this Paragraph D, “Excess Compensation” shall mean for any Plan Year the amount by which a Participant’s Average Compensation exceeds the Participant’s Covered Compensation for such Plan Year.

2.

For any Participant whose Average Compensation is sufficient to generate a retirement benefit, said retirement benefit shall be not less than a minimum of $13.33 per month.

3.

Notwithstanding any other provision of this Plan to the contrary, if the Employer also maintains or maintained another qualified plan that provides for, or provided for, permitted disparity, the following provisions shall apply:

(a)

Annual Overall Disparity . In any Plan Year beginning after December 31, 1988, in which any Participant accrues a benefit under this Plan, and under another qualified plan of the Employer (including a simplified employee pension plan as defined in Section 408(k) of the Code), that provides for permitted disparity (or imputes disparity) under Section 401(1) of the Code and the regulations thereunder, the benefit of all Participants under this Plan shall be equal to the base benefit percentage, as entered into the benefit formula in Subparagraph D-1(a) of this Article III, multiplied by the Participant’s Average Compensation. In the event that this Subparagraph D-3(a) is applicable, this Plan shall have a Fresh-Start Date on the last day of the Plan Year preceding the Plan Year in which this Subparagraph is first applied. Further, if in any subsequent Plant Year this Plan no longer benefits any Participant who also benefits under another qualified plan of the Employer (including a simplified employee pension plan as defined in Section 408(k) of the Code), that provides for permitted disparity (or imputes disparity) under Section 401(1) of the Code and the regulations thereunder, this Plan shall have a Fresh-Start Date on the last day of the Plan Year preceding the Plan Year in which this Subparagraph is no longer applicable.

(b)

Cumulative Disparity Limit . If a Participant of this Plan:

(i)

has benefited under one or more defined benefit plans of the Employer for a Plan Year beginning after December 31, 1991;

(ii)

currently benefits or has ever benefited under one or more other qualified plans of the Employer (including a simplified employee pension plan as defined in Section 408(k) of the Code) that provide for, or provided for, permitted disparity; and

(iii)

the number of years, when aggregated, in which such Participant benefits under all such plans using a formula that takes into account such permitted disparity exceeds thirty-five (35), then:

The Participant’s benefit accrued under this Plan shall be restricted and limited to such Participant’s Cumulative Disparity Limit which shall be equal to thirty-five (35) less the number of years during which such Participant earned a year of credited service under one or more qualified plans ever maintained by the Employer (including a simplified employee pension plan as defined in Section 408(k) of the Code), other than years for which a Participant earned a year of

Credited Service under this Plan. For purposes of determining the Participant’s Cumulative Disparity Limit, all years ending in the same calendar year are treated as the same year. If the Participant’s Cumulative Disparity Limit is less than the period of years specified in Subparagraph D-1(b) of this Article III, then for years after the Participant reaches the Cumulative Disparity Limit and through the end of the period specified in Subparagraph D-1, the Participant’s benefit shall be equal to the excess benefit percentage, or, if less, the highest percentage permitted under the 133-1/3 percent accrual rule of Section 411(b)(1)(B) of the Code, if applicable, multiplied by the Participant’s Average Compensation.

4.

Notwithstanding any provision of this Paragraph D to the contrary, if a Participant is entitled to a Minimum Annual Retirement Benefit pursuant to Paragraph E of this Article III, the Participant’s Normal Retirement Benefit shall be the greater of the benefit otherwise provided by this Paragraph D or the Minimum Annual Retirement Benefit.

5.

Benefits paid under this Subparagraph D shall be adjusted by the percentages and subject to the limitations set forth in Appendix I, as the Participants identified in that Appendix are shown from time to time.

6.

For purposes of determining the Normal Retirement Benefit of an Employee who becomes a Participant in the Plan as of and after April 16, 2008, who formerly participated in the Kennecott Pension Plan as of April 16, 2008, such Participant’s monthly Normal Retirement Benefit under this Paragraph D shall be adjusted by the sum of (a)(i) plus (a)(ii) below, minus the sum of (b)(i) plus (b)(ii) below.

(a)(i)

1% of the Kennecott Pension Participant’s Average Monthly Final Earnings under the Plan multiplied by the Kennecott Pension Participant’s years of benefit service with the Kennecott Companies.

(ii)

1-2/3% of the Kennecott Pension Participant’s Average Monthly Final Earnings under the Plan in excess of the Participant’s Monthly Covered Compensation, multiplied by the Kennecott Pension Participant’s years of benefit service at the Kennecott Companies.

(b)(i)

1% of the Kennecott Pension Participant’s Average Monthly Final Earnings under the Kennecott Pension Plan not in excess of the Participant’s Monthly Covered Compensation, multiplied by the Kennecott Pension Participant’s years of benefit service at the Kennecott Companies.

(ii)

1-2/3% of the Kennecott Pension Participant’s Average Monthly Final Earnings under the Kennecott Pension Plan in excess of the Participant’s Monthly Covered Compensation, multiplied by the Kennecott Pension Participant’s years of benefit service at the Kennecott Companies.

For purposes of Subparagraphs 6(a)(i), 6(a)(ii), 6(b)(i) and 6(b)(ii), the terms ‘Average Monthly Final Earnings’ and ‘Monthly Covered Compensation’ shall mean as defined under the Kennecott Pension Plan, the applicable provisions of which are reflected in Appendix III hereto. To the extent the formula reflected in Subparagraph D-6(b) is inconsistent with the provisions of the Kennecott Pension Plan as reflected in Appendix III, the provisions of Appendix III shall govern and control, solely for the purpose of this Subparagraph D-6(b).

E.

Minimum Benefit Requirements

1.

Notwithstanding any provision of this Plan to the contrary, in any Plan Year in which the Plan is a Top-Heavy Plan, each Non-Key Employee who is a Participant shall accrue a Minimum Annual Retirement Benefit which shall be equal to the lesser of: (a) two percent (2%) of the Participant’s Average Annual Compensation multiplied by Years of Minimum Benefit Service, or (b) twenty percent (20%) of the Participant’s Average Annual Compensation.

2.

Notwithstanding any provision of this Paragraph E to the contrary, in any Plan Year in which this Plan is a Top-Heavy Plan, each Non-Key Employee Participant who is also covered by a defined contribution plan of the Employer shall accrue a Minimum Annual Retirement Benefit as provided by this Plan.

3.

For purposes of this Paragraph E, the term:

(a)

“Minimum Annual Retirement Benefit” shall mean a benefit payable annually in the form of a single life annuity (with no ancillary benefits) beginning at the Normal Retirement Age.

(b)

“Average Annual Compensation” shall mean the average of the Total Compensation for the Participant’s five (5) consecutive years which produce the highest such average. In the event a Participant has been such for fewer than five (5) years, such lesser period of participating service shall be 35 used to determine Average Annual Compensation. Except to the extent otherwise provided in the Plan, a year shall not be included for purposes of determining Average Annual Compensation if:

(i)

Such year is not included in a Year of Service;

(ii)

Such year ends with or within a Plan Year beginning before January 1, 1984; or

(iii)

Such year begins after the close of the last year in which the Plan was a Top-Heavy Plan.

(c)

“Years of Minimum Benefit Service” shall mean Years of Service, but excluding:

(i)

Years of Service prior to January 1, 1984;

(ii)

Years of Service in which the Plan is not a Top-Heavy Plan; and

(iii)

Years of Service in excess of ten (10) years.

F.

Maximum Benefit for any Participant

The amount of a Participant’s Normal Retirement Benefit shall be subject to the limitations of Section 415 of the Code as described under Article V of this Plan.

G.

Early Retirement Benefit

1.

Each Participant, upon Early Retirement, shall be entitled to receive an Early Retirement Benefit which shall be equal to his Accrued Benefit reduced by one-half percent (1/2%) for each month his Early Retirement Date precedes his Normal Retirement Date. Said benefit shall commence as of the first day of the month coincident with or next following the Participant’s Early Retirement Date.

2.

Early Retirement with Thirty (30) Years of Service. A Participant, or former Participant who has terminated with vested benefits, who has not less than thirty (30) Years of Service with the Company may retire on the first day of any month following his sixtieth (60) birthday. In such case, no actuarial reduction will be applied to the pension to be received. In addition, a former Participant who has not less than thirty (30) Years of Service and has attained the age of fifty-five (55), but who has not attained the age of sixty (60) and who has been terminated by the Company by reason of reduction of the work force, may retire on the first day of any moth following his termination on pension (1) to commence on the first day of the month following his sixtieth (60 ^th ) birthday in the amount accrued to him on the date of his actual retirement, or (2) to commence at this option on the first day of any month after his termination by the Company by reason of a reduction of work force and before this sixtieth (60 ^th ) birthday, but the amount of his pension shall be reduced by one-half (1/2) of one percent (1%) for each month which the date payments commence precedes age sixty (60). For purposes of this Subparagraph G-2, Years of Service while covered under the Lucky Friday Pension Plan shall be included.

Notwithstanding the foregoing, if a Participant’s retirement benefit commences at or prior to age sixty (60) with actuarial reduction from age sixty (60) under the terms of this Subparagraph, the percentage under Subparagraph D-1(a) of this Article III shall be increased as follows:

Benefit Commencement Age

Social Security Retirement Age

66

67

60

   .025%

   .050%

59

.020

.045

Benefit Commencement Age

Social Security Retirement Age

66

67

58

.015

.040

57

.010

.035

56

.005

.036

55

.006

.034

H.

Delayed Retirement Benefit

If a Participant continues to be employed (or is reemployed by the Employer) after attaining Normal Retirement Age in “section 203(a)(3)(B) service” under Department of Labor Regulation 29 CFR Section 2530.203-3, payments shall not commence (or, in the case of reemployment, shall be suspended) until the Participant’s delayed retirement date. Such Participant, upon Normal Retirement on a delayed retirement date, shall be entitled to receive a Delayed Retirement Benefit which shall be the Normal Retirement Benefit based on years of Credited Service and Average Compensation through the Participant’s actual retirement date. The Plan shall give notice to such Participant as required under Department of Labor Regulation 29 CFR Section 2530.203-3(b)(4) no later than the end of the first calendar month or payroll period in which the Plan delays the commencement of payments (or suspends payments due to reemployment). Notwithstanding the foregoing, if a Participant continues to be employed (or is reemployed by the Employer) after attaining Early Retirement Age. Benefits will accrue while such Participant remains employed a