C-1

      The Goldcorp Stock Option Plan is subject to the following:

	(a)	the maximum number of Common Shares which may be issued under the Goldcorp Stock Option Plan shall not exceed 18,000,000, subject to adjustment. The maximum number of Common Shares with respect to which grants may be made to any one (1) employee or his or her associates (as that term is defined in the Securities Act (Ontario)) shall not exceed 5% of the issued shares. The maximum number of Common Shares reserved for issuance to insiders (as defined in the Securities Act (Ontario)) of the Corporation and their associates shall not exceed 10% of the issuable shares, the maximum number of Common Shares which may be issued to insiders of the Corporation and their associates under the Goldcorp Stock Option Plan within any one (1) year period, when taken together with any other share compensation arrangements, shall not exceed 10% of the issuable shares for all such insiders and associates in the aggregate and, in the case of any one (1) insider and his or her associates, shall not exceed 5% of the issuable shares. However, notwithstanding the foregoing, the number of stock options to be granted in any one (1) year shall be limited to no more than 24,000 stock options for each director;
	(b)	the market value of Common Shares issued under the Goldcorp Stock Option Plan means the closing board lot sale price of the Common Shares on the Toronto Stock Exchange (“TSX”) on the business day immediately preceding the date of grant and, if there was not a board lot sale on the TSX on such date, then the last board lot sale prior thereto;
	(c)	options are exercisable for a maximum period of ten (10) years from the date of grant to the extent the grant has vested. Options vest one-third (1/3) after the first year after the grant and an additional one-third (1/3) at the end of each succeeding anniversary date of the grant thereafter, with the Compensation Committee having the authority to accelerate the vesting of all or any part of the options;
	(d)	the Goldcorp Stock Option Plan also provides for stock appreciation rights; however, in 2003, no stock appreciation rights were granted; and
	(e)	grants made under the Goldcorp Stock Option Plan are not assignable.

      In 2003, there were 1,250,000 stock options granted to the executive officers of the Corporation. See “Executive Compensation — Aggregated Option Grants during the Most Recently Completed Financial Year — 2003”.

      The following table sets forth information concerning the aggregated stock options granted to the executive officers of the Corporation during 2003.

Aggregated Option Grants during the Most Recently Completed

Notes:

(1)	All dollar amounts have been converted from Canadian dollars at an exchange rate of Cdn$1.00 equals US$0.7137.
(2)	Strike Price — Cdn$17.50.

C-2

     The following table sets forth information concerning the aggregated stock options exercised by the executive officers of the Corporation during 2003.

Aggregated Option Exercises during the Most Recently Completed Financial Year

Notes:

(1)	All dollar amounts have been converted from Canadian dollars at an exchange rate of Cdn$1.00 equals US$0.7137.
(2)	On December 31, 2003, the last trading day of the year, the closing price of the Common Shares on the TSX was Cdn$20.62 and on the NYSE was US$15.95.
(3)	Exercised on: December 16, 2003 — 1,340,000 at $4.70; 1,680,000 at $2.70; 840,000 at $1.40; 1,000,000 at $2.30; 331,667 at $8.90; 333,333 at $8.10.
(4)	Exercised on: February 14, 2003 — 25,000 at $2.80; September 18, 2003 — 30,000 at $2.30; December 22, 2003 — 36,666 at $2.30.
(5)	Exercised on: February 14, 2003 — 10,000 at $3.20; June 17, 2003 — 20,000 at $3.20; November 7, 2003 — 20,000 at $3.20; December 12, 2003 — 15,000 at $3.20; December 22, 2003 — 40,000 at $3.20.
(6)	Exercised on: November 4, 2003 — 45,000 at $2.70.
(7)	Exercised on: September 4, 2003 — 20,000 at $2.30.

C-3

2004 Updates

      During 2004, the Board of Directors, on the recommendation of the Compensation Committee, granted stock options to executive officers of the Corporation as follows: Mr. Robert R. McEwen, Chairman and Chief Executive Officer, was granted 400,000 stock options; Mr. Gilles Filion, Vice President, Exploration, was granted 45,000 stock options; and Mr. Brad Boland, Vice President, Finance, was granted 40,200 stock options. All of these options were granted at an exercise price of C$16.87 and expire on September 23, 2014. The exercise price of the stock options was determined with reference to the closing price of the Goldcorp Shares on the TSX on the trading day immediately preceding the date of the grant of the stock options. The stock options vest one-third after the first anniversary, and an additional one-third on each succeeding anniversary, of the date of grant of the stock options.

      During 2004, the change of control agreement for Mr. McEwen (please see the section entitled “Change of Control Agreements”) was terminated.

      The successful completion of the Transaction would constitute a change of control under the Goldcorp Stock Option Plan, and all issued and outstanding Goldcorp options would immediately vest and become exercisable. The Goldcorp Board of Directors has amended the Goldcorp Stock Option Plan to provide that, if a change of control occurs (as defined in the Goldcorp Stock Option Plan), all issued and outstanding Goldcorp options would expire in accordance with their original grant term.

C-4