GOVERNANCE

Purpose

The purpose of the Corporate Governance and Nominating Committee shall be to:

1. assist the Board, on an annual basis, by reviewing the corporate governance policies and procedures of Silver Standard;
2. assist the Board, on an annual basis, by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders;
3. assist the Board in the event of any vacancy on the Board by identifying individuals qualified to become Board members, and to recommend to the Board qualified individuals to fill any such vacancy; and
4. recommend to the Board, on an annual basis, director nominees for each Board committee.

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:

1. "independent" in accordance with applicable law, including the rules and regulations of the Securities and Exchange Commission and the rules of the Nasdaq Stock Market.; and
2. "unrelated" in accordance with the Corporate Governance Guidelines of the Toronto Stock Exchange.

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

Independence

The members of the Committee must be independent of Silver Standard as defined in 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 Charter:

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. a person will be deemed not to be in control of a specified person for purposes of this section if the person:
   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.

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.

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.

Unrelated

An "unrelated director" means a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act with a view to the best interests of the company, other than interests and relationships arising from shareholding.

Meetings

The Committee will meet as often as the Chair shall determine to be necessary or appropriate but at least once 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

The Committee may request any officer or employee of Silver Standard to attend a Committee meeting. The Committee shall have the authority to retain and terminate search firms and other advisers as the Committee determines are necessary to assist the Committee in carrying out its duties and shall have authority to approve such firms' and advisers' fees and other retention terms, at Silver Standard's expense.

Committee Duties and Responsibilities

Duties and responsibilities of the Committee include:

• reviewing Silver Standard's corporate governance practices;
• reviewing, and recommending to the Board for approval, disclosure of Silver Standard's corporate governance practices in accordance with applicable securities legislation and stock exchange rules;
• reviewing on a periodic basis, the composition of the Board to ensure that an appropriate number of unrelated directors sit on the Board of Directors;
• analyzing the needs of the Board of Directors when vacancies arise on the board and recommending nominees who meet such needs;
• ensuring that an appropriate selection process for new nominees to the Board of Directors is in place;
• recommending to the Board, on an annual basis, nominees for election as directors for the next annual meeting of shareholders;
• recommending to the Board the nominees for appointment to Committees of the Board on at least an annual basis;
• developing position descriptions of directors, identifying required competencies and characteristics of potential directors;
• reviewing and assessing, annually, this Committee charter and submitting any changes deemed necessary or advisable for approval of the Board; and
• performing other functions as requested by the Board.