INDEMNIFICATION AGREEMENT DIRECTORS AND OFFICERS

Exhibit 10.7

INDEMNIFICATION AGREEMENT

DIRECTORS AND OFFICERS

THIS AGREEMENT made and entered into this 8^th day of November 2006, by and between HECLA MINING COMPANY, a Delaware corporation (the “Corporation”), and _______________________ (the “Indemnitee”).

WHEREAS, it is essential for the Corporation to attract and retain competent and experienced persons as directors or officers of publicly held corporations, which is difficult to do unless they are provided with adequate protection against claims and actions against them for their activities on behalf of such corporations, generally through insurance and indemnification; and

WHEREAS, uncertainties in the interpretation of the statutes, regulations, case law and public policies relating to indemnification of corporate directors and officers are such as to make adequate, reliable assessment of the risks to which directors and officers of publicly held corporations may be exposed difficult, particularly in light of the proliferation of lawsuits against directors and officers; and

WHEREAS, the adoption of new statutes, such as the Sarbanes-Oxley Act and related rules of the New York Stock Exchange have imposed new duties on corporate directors and officers of public companies; and

WHEREAS, both the Corporation and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today’s environment; and

WHEREAS, basic protection against undue risk of personal liability of directors and officers heretofore has been provided through insurance coverage and the Indemnitee has relied on the availability of such coverage; but as a result of substantial changes in the marketplace for such insurance, it has become increasingly more difficult to obtain such insurance on terms providing reasonable protection at reasonable cost; and

WHEREAS, the Certificate of Incorporation and By-laws of the Corporation require the Corporation to indemnify and advance expenses to its directors and officers to the fullest extent permitted by the Delaware General Corporation Law and authorizes the Corporation to enter into contracts of indemnification, and the Indemnitee has been serving and is willing to continue to serve as a director or officer, or both, of the Corporation in part in reliance thereon; and

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WHEREAS, in recognition of the Indemnitee’s need for substantial protection against personal liability in order to enhance the Indemnitee’s continued service to the Corporation in an effective manner and any inadequacy of the Corporation’s director and officer liability insurance coverage, and to provide the Indemnitee with the additional assurance resulting from a specific indemnification contract as authorized by the Certificate of Incorporation and

By-laws (including the additional assurance that the promised protection will be available to the Indemnitee regardless of, among other things, any change in the composition of the Corporation’s Board of Directors or any acquisition transaction relating to the Corporation), the Corporation wishes to provide in this Agreement specific provisions for the indemnification of, and the advancing of expenses to, the Indemnitee to the full extent permitted by law and as set forth in this Agreement and, to the extent insurance is maintained, for the continued coverage of the Indemnitee under the Corporation’s directors’ and officers’ liability insurance policies;

NOW, THEREFORE, in consideration of the premises and of the Indemnitee’s continuing to serve the Corporation directly, or, at its request, with another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

(a)        Change in Control: shall be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation, owned directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, or securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding Voting Securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation and any new director whose election by the Board of Directors or nomination for election by the Corporation’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute a majority thereof; or (iii) the shareholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the combined voting power of the Voting Securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation’s assets.

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(b)        Claim: any threatened, pending, or completed action, suit, or proceeding or any inquiry or investigation, whether conducted by the Corporation or any other party, that the Indemnitee in good faith believes might lead to the institution of any such action, suit, or proceeding, whether civil, criminal administrative, investigative, or other.

(c)        Expenses: include attorneys’ fees and all other costs, expenses, and obligations paid or incurred in connection with investigating, defending, being a witness in, or participating in (including on appeal) or preparing to defend, or participate in, any Claim relating to any Indemnifiable Event.

(d)       Indemnifiable Event: any event or occurrence related to the fact that the Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, trustee, agent, or fiduciary of another corporation, company, partnership, joint venture, employee benefit plan, trust, or other enterprise or by reason of anything done or not done by the Indemnitee in any such capacity.

(e)        Potential Change in Control: shall be deemed to have occurred if (i) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Corporation) publicly announces an intention to take or to consider taking actions, which if consummated, would constitute a Change in Control; (iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, who is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 9.5% or more of the combined voting power of the Corporation’s then outstanding Voting Securities increases his or her beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(f)         Reviewing Party: any appropriate person or body consisting of a member or members of the Corporation’s Board of Directors or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim for which the Indemnitee is seeking indemnification.

(g)        Voting Securities: any securities of the Corporation which vote generally in the election of directors.

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(a)       In the event the Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Corporation shall indemnify the Indemnitee to the fullest extent permitted by law as soon as practicable, but in any event no later than 30 days after written demand is presented to the Corporation, against any and all Expenses, judgments, fines, penalties, and amounts paid in settlement (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) of such Claim. Notwithstanding anything in this Agreement to the contrary, prior to a Change in Control, the Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by the Indemnitee against the Corporation or any director or officer of the Corporation unless the Corporation has joined in or consented to the initiation of such Claim. If so requested by the Indemnitee, the Corporation shall advance (within two business days of such request) any and all Expenses to the Indemnitee (an “Expense Advance”).

(b)        Notwithstanding the foregoing, (i) the obligations of the Corporation under Section 2(a) hereof shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that the Indemnitee would not be permitted to be indemnified under applicable law; and (ii) the obligation of the Corporation to make an Expense Advance pursuant to Section 2(a) hereof shall be subject to the condition that, if, when, and to the extent that the Reviewing Party determines that the Indemnitee would not be permitted to be so indemnified under applicable law, the Corporation shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Corporation) for all such amounts theretofore paid, provided, however, that if the Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Indemnitee shall not be required to reimburse the Corporation for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed); provided, however, that the entry of a guilty plea by an Indemnitee shall be deemed to be a final judicial determination, regardless of whether a sentence has been imposed. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the states of Idaho or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Corporation hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Corporation and the Indemnitee.

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Hecla Mining Company

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho ###-###-####

Attn: Corporate Secretary

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