GOLDCORP INC. 2005 STOCK OPTION PLAN

Exhibit 4.1

GOLDCORP INC.

2005 STOCK OPTION PLAN

(AMENDED EFFECTIVE MAY 20, 2008)

ARTICLE 1

GENERAL

          The purpose of this Plan is to advance the interests of the Corporation by (i) providing Eligible Individuals with additional incentive; (ii) encouraging stock ownership by Eligible Individuals; (iii) increasing the proprietary interest of Eligible Individuals in the success of the Corporation; (iv) encouraging Eligible Individuals to remain with the Corporation or its Affiliates; and (v) attracting new employees and officers to the Corporation or its Affiliates.

	(a)		This Plan will be administered by the Board or a committee of the Board duly appointed for this purpose by the Board and consisting of not less than three directors. If a committee is appointed for this purpose, all references to the term “Board” will be deemed to be references to the committee.
	(b)		Subject to the limitations of this Plan, the Board has the authority: (i) to grant Options to purchase Shares to Eligible Persons; (ii) to determine the terms, including the limitations, restrictions and conditions, if any, upon such grants; (iii) to interpret this Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan as it may from time to time deem advisable, subject to required prior approval by any applicable regulatory authority and/or shareholders; and (iv) to make all other determinations and to take all other actions in connection with the implementation and administration of this Plan as it may deem necessary or advisable. The Board’s guidelines, rules, regulations, interpretations and determinations will be conclusive and binding upon all parties.

          For the purposes of this Plan, the following terms will have the following meanings unless otherwise defined elsewhere in this Plan:

	A.		“ Affiliate ” means any corporation that is an affiliate of the Corporation as defined in National Instrument 45-106 — Prospectus and Registration Exemptions , as may be amended from time to time;
	B.		“ Associate ”, where used to indicate a relationship with any person or company, is as defined in the Securities Act (Ontario), as may be amended from time to time;
	C.		“ Board ” means the Board of Directors of the Corporation or a committee thereof appointed in accordance with the Plan;
	D.		“ Change of Control ” means the occurrence of any one or more of the following events:

(i)

a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its Affiliates and another

			corporation or other entity, as a result of which the holders of Shares prior to the completion of the transaction hold less than 50% of the outstanding shares of the successor corporation after completion of the transaction;
	(ii)		the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights or properties of the Corporation and/or any of its Affiliates which have an aggregate book value greater than 30% of the book value of the assets, rights and properties of the Corporation and its Affiliates on a consolidated basis to any other person or entity, other than a disposition to a wholly-owned Affiliate of the Corporation in the course of a reorganization of the assets of the Corporation and its Affiliates;
	(iii)		a resolution is adopted to wind-up, dissolve or liquidate the Corporation;
	(iv)		any person, entity or group of persons or entities acting jointly or in concert (an “Acquiror”) acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or Associates and/or Affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Corporation’s outstanding Voting Securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);
	(v)		as a result of or in connection with: (A) a contested election of directors, or (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisitions involving the Corporation or any of its Affiliates and another corporation or other entity, the nominees named in the most recent Management Information Circular of the Corporation for election to the Board shall not constitute a majority of the Board; or
	(vi)		the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent. For the purposes of the foregoing, “ Voting Securities ” means Shares and any other shares entitled to vote for the election of directors and shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors but are convertible into or exchangeable for shares which are entitled to vote for the election of directors including any options or rights to purchase such shares or securities;

	E.		“ Corporation ” means Goldcorp Inc. and includes any successor corporation thereof;
	F.		“ Eligible Individual ” means any employee or officer of (i) the Corporation, or (ii) any Affiliate (and includes any such person who is on a leave of absence authorized by the Board or the board of directors of any Affiliate);
	G.		“ Eligible Person ” means, subject to all applicable law, any Eligible Individual, Holding Company or Eligible Individual’s RRSP;
	H.		“ Holding Company ” means a corporation wholly-owned by an Eligible Individual, the issued and outstanding voting shares of which are, and will continue to be, beneficially owned, directly or indirectly, by such Eligible Individual and/or the spouse, children and/or grandchildren of such Eligible Individual;

	I.		“ Insider ” means: (i) an insider as defined in the Securities Act (Ontario) other than a person who is an Insider solely by virtue of being a director or senior officer of a Affiliate; and (ii) an Associate of any person who is an insider by virtue of (i);
	J.		“ Market Price ” means the volume weighted average trading price of the Shares, calculated by dividing the total value by the total volume of Shares on the TSX, or another stock exchange where the majority of the trading volume and value of the Shares occurs, for the five trading days immediately preceding the day the Option is granted;
	K.		“ Option ” means a right granted to an Eligible Person to purchase Shares pursuant to the terms of this Plan;
	L.		“ Participant ” for the Plan means each Eligible Person to whom Options are granted;
	M.		“ Plan ” means the Corporation’s 2005 Stock Option Plan, as same may be amended from time to time;
	N.		“ Retirement ” means an Eligible Individual ceasing to be an employee or officer of the Corporation or an Affiliate after attaining a stipulated age in accordance with the Corporation’s normal retirement policy or earlier with the Corporation’s consent;
	O.		“ Retirement Date ” means the date on which a Participant ceases to be an Eligible Individual due to the Retirement of the Eligible Individual;
	P.		’’ RRSP ’’ means a registered retirement savings plan;
	Q.		“ Shares ” means the common shares in the capital of the Corporation;
	R.		“ Termination ” means: (i) in the case of an employee, the termination of the employment of the employee with or without cause by the Corporation or an Affiliate or cessation of employment of the employee with the Corporation or an Affiliate as a result of resignation or otherwise other than the Retirement of the employee; and (ii) in the case of an officer, the removal of or failure to re-elect or re-appoint the individual as an officer of the Corporation or an Affiliate (other than through the Retirement of an officer);
	S.		“ Termination Date ” means the date on which a Participant ceases to be an Eligible Individual due to the Termination of the Eligible Individual;
	T.		“ Transfer ” includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement by which possession, legal title or beneficial ownership passes from one person to another, or to the same person in a different capacity, whether or not voluntary and whether or not for value, and any agreement to effect any of the foregoing; and
	U.		“ TSX ” means the Toronto Stock Exchange.

          Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine.

          This Plan is to be governed by and interpreted in accordance with the laws of the Province of Ontario.

(a)

The aggregate maximum number of Shares available for issuance from treasury under this Plan, subject to adjustment pursuant to Section 3.3, is 32,500,000. Any Shares

			subject to an Option which has been granted under the Plan and which Option has been cancelled or terminated in accordance with the terms of the Plan without having been exercised will again be available under the Plan.
	(b)		The maximum number of Shares issuable to Insiders, at any time, pursuant to this Plan and any other security based compensation arrangements of the Corporation is 10% of the total number of Shares then outstanding. The maximum number of Shares issued to Insiders, within any one year period, pursuant to this Plan and any other security based compensation arrangements of the Corporation is 10% of the total number of Shares then outstanding. For purposes of this Section 1.4, the number of Shares then outstanding shall mean the number of Shares outstanding on a non-diluted basis immediately prior to the proposed grant of the applicable Option.

ARTICLE 2

OPTION GRANTS AND TERMS OF OPTIONS

          Subject to this Plan, the Board will have the authority to determine the limitations, restrictions and conditions, if any, in addition to those set out in this Plan, applicable to the exercise of an Option, including, without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant’s rights in respect of Shares acquired upon exercise of an Option may be forfeited. An Eligible Person may receive Options on more than one occasion under this Plan and may receive separate Options on any one occasion.

	(a)		Options granted must be exercised no later than five years after the date of grant or such lesser period as the applicable grant may require. In the event that any Option expires during, or within 48 hours after, a self imposed blackout period on trading securities of the Corporation, such expiry date will become the tenth day following the end of the blackout period.
	(b)		The Board may determine when any Option will become exercisable and may determine that the Option will be exercisable in instalments or pursuant to a vesting schedule.
	(c)		No fractional Shares may be issued and the Board may determine the manner in which fractional Share value will be treated.
	(d)		A minimum of 100 Shares must be purchased by a Participant u