GOVERNANCE

Purpose

The purpose of the Compensation Committee shall be to:

1. establish, review and recommend to the Board compensation and incentive plans and programs;
2. review and recommend to the independent Board members approval of compensation and awards under compensation and incentive plans and programs for the CEO and senior officers;

with the intention of attracting, retaining and appropriately rewarding employees in order to motivate their performance in the achievement of Silver Standard's business objectives and align their interests with the long-term interests of Silver Standard's shareholders.

Committee Membership

The members of the Committee shall be appointed by the Board of Directors. The Committee shall be composed of not less than three members of the Board. Each member shall be "independent" in accordance with applicable law, including the rules and regulations of the Securities and Exchange Commission, the rules of the Nasdaq Stock Market and instruments of the Canadian Securities Administrators (see Appendix A for definitions of independence).

The Chairman of the Committee shall be designated by the Board of Directors. Compensation Committee members serve at the pleasure of the Board, and Committee members may be replaced by the Board.

Meetings

The Compensation Committee will meet as often as the Chair shall determine to be necessary or appropriate but at least two times during each year. Reports of meetings of the Committee shall be made to the Board of Directors at its next regularly scheduled meeting following the Committee meeting, accompanied by any recommendations that were approved by the Committee.

Authority and Resources

The Committee may request any officer or employee of Silver Standard or Silver Standard's outside counsel to attend a Committee meeting. The Committee has the right at any time to obtain advice, reports or opinions from internal and external counsel and expert advisors and has the authority to hire independent legal, financial and other advisors as it may deem necessary, at Silver Standard's expense, without consulting with, or obtaining approval from, any officer of Silver Standard in advance.

Compensation Committee Duties and Responsibilities

Duties and responsibilities of the Compensation Committee include:

• reviewing and making recommendations to the Board of Directors with respect to the compensation, including compensation criteria and incentives and annual performance review, of the Chief Executive Officer, for final approval by the Board of Directors;
• reviewing and providing guidance to the Board of Directors with respect to the compensation, including compensation criteria and incentives, of the executive officers of Silver Standard, as recommended by the Chief Executive Officer, for final approval by the independent members of the Board of Directors;
• reviewing and providing guidance to the Board of Directors with respect to the compensation, including compensation criteria and incentives, of the directors of Silver Standard;
• reviewing and making recommendations to the Board of Directors regarding other plans that are proposed for adoption or adopted by Silver Standard for the provision of compensation to employees of, directors of and consultants to Silver Standard;
• advising an annual report on executive compensation to the shareholders of Silver Standard for the management information circular for the annual and general meeting of Silver Standard's shareholders;
• reviewing and assessing, annually, the Compensation Committee charter and submitting any changes deemed necessary or advisable for approval of the Board of Directors; and
• performing other functions as requested by the Board of Directors.

Appendix A

Independence

The members of the Compensation Committee must be independent of Silver Standard as defined in Section 10A(m)(3) of the Securities Exchange Act of 1934, Nasdaq Listing Rule 45605(a)(2) and Sections 1.4 and 1.5 of National Instrument 52-110 of the Canadian Securities Administrators.

Section 10A(m)(3) of the Securities Exchange Act of 1934.

In order to be considered to be independent (as defined in Section 10A(m)(3) of the Securities Exchange Act of 1934) for purposes of this Charter, a member of the Committee may not, other than in his or her capacity as a member of the Committee, the board of directors, or any other board committee:

1. accept directly or indirectly any consulting, advisory, or other compensatory fee from Silver Standard or any of its subsidiaries; or
2. be an affiliated person of Silver Standard or any of its subsidiaries.

In this Appendix A:

1. the term affiliate of, or a person affiliated with, a specified person, means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
2. be an affiliated person of Silver Standard or any of its subsidiaries.
   1. is not the beneficial owner, directly or indirectly, of more than 10% of any class of voting equity securities of the specified person; and
   2. not an executive officer of the specified person.
3. The following persons will be deemed to be affiliates:
   1. an executive officer of an affiliate;
   2. a director who also is an employee of an affiliate;
   3. a general partner of an affiliate; and
   4. a managing member of an affiliate.
4. The term control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.1
5. The term indirect acceptance by a member of the Committee of any consulting, advisory or other compensatory fee includes acceptance of such a fee by a spouse, a minor child or stepchild or a child or stepchild sharing a home with the member or by an entity in which such member is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to Silver Standard or any of its subsidiaries.

Nasdaq Listing Rule 5605(a)(2)

5605 (a) Definitions

The Rule's reference to the "Company" includes any parent or subsidiary of the Company.

(2) "Independent director" means a person other than an Executive Officer or employee of the Company or any other individual having a relationship, which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. For purposes of this rule, "Family Member" means a person's spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person's home. The following persons shall not be considered independent:

1. a director who is, or at any time during the past three years was, employed by the company or by any parent or subsidiary of the company;
2. a director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:
   1. compensation for board or board committee service;
   2. compensation paid to a Family Member who is an employee (other than an Executive Officer) of the Company; or
   3. benefits under a tax-qualified retirement plan, or non-discretionary compensation.
   Provided, however, that in addition to the requirements contained in this paragraph (B), audit committee members are also subject to additional, more stringent requirements under Rule 5605(c)(2).
3. a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the company as an Executive Officer;
4. a director who is, or has a Family Member who is, a partner in, or a controlling Shareholder or an Executive Officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:
   1. payments arising solely from investments in the Company's securities; or
   2. payments under non-discretionary charitable contribution matching programs.
5. a director of the Company who is, or has a Family Member who is, employed as an Executive Officer of another entity where at any time during the past three years any of the Executive Officers of the Company serve on the compensation committee of such other entity; or
6. a director who is, or has a Family Member who is, a current partner of the Company's outside auditor, or was a partner or employee of the Company's outside auditor who worked on the Company's audit at any time during any of the past three years.

National Instrument 52-110 of the Canadian Securities Administrators

1.4 Meaning of Independence

1. An audit committee member is independent if he or she has no direct or indirect material relationship with the issuer.
2. For the purposes of subsection (1), a "material relationship" is a relationship which could, in the view of the issuer's board of directors, be reasonably expected to interfere with the exercise of a member's independent judgement.
3. Despite subsection (2), the following individuals are considered to have a material relationship with an issuer:
   1. an individual who is, or has been within the last three years, an employee or executive officer of the issuer;
   2. an individual whose immediate family member is, or has been within the last three years, an executive officer of the issuer;
   3. an individual who:
      1. is a partner of a firm that is the issuer's internal or external auditor,
      2. is an employee of that firm, or
      3. was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;
   4. an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:
      1. is a partner of a firm that is the issuer's internal or external auditor,
      2. is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or
      3. was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;
   5. an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the issuer's current executive officers serves or served at that same time on the entity's compensation committee; and
   6. an individual who received, or whose immediate family member who is employed as an executive officer of the issuer received, more than $75,000 in direct compensation from the issuer during any 12 month period within the last three years.
4. Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because
   1. he or she had a relationship identified in subsection (3) if that relationship ended before March 30, 2004; or
   2. he or she had a relationship identified in subsection (3) by virtue of subsection (8) if that relationship ended before June 30, 2005.
5. For the purposes of clauses (3)(c) and (3)(d), a partner does not include a fixed income partner whose interest in the firm that is the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with that firm if the compensation is not contingent in any way on continued service.
6. For For the purposes of clause (3)(f), direct compensation does not include:
   1. remuneration for acting as a member of the board of directors or of any board committee of the issuer, and
   2. the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.
7. Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because the individual or his or her immediate family member
   1. has previously acted as an interim chief executive officer of the issuer, or
   2. acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of the issuer on a part-time basis.
8. For the purpose of section 1.4, an issuer includes a subsidiary entity of the issuer and a parent of the issuer.

1.5 Additional Independence Requirements

1. Despite any determination made under section 1.4, an individual who
   1. accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee; or
   2. is an affiliated entity of the issuer or any of its subsidiary entities,
   is considered to have a material relationship with the issuer.
2. For the purposes of subsection (1), the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by
   1. an individual's spouse, minor child or stepchild, or a child or stepchild who shares the individual's home; or
   2. an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer or any subsidiary entity of the issuer.
3. For the purposes of subsection (1), compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.