EXHIBIT (d)(20)

                                     FORM OF
                               EXCHANGE AGREEMENT


         This Exchange Agreement (this "Agreement") is entered into, effective
as of November 20, 2003, between Hecla Mining Company ("Hecla") and Gabriel
Capital, L.P. ("Holder"). Hecla and Holder hereby agree as follows:

         1.       Exchange. Hecla will issue to Holder 43,996 shares (the
                  "Shares") of Hecla common stock, par value $0.25 per share
                  (the "Common Stock") in exchange for 5,789 shares of Hecla
                  Series B Cumulative Convertible Preferred Stock ("Preferred
                  Stock") held by Holder (the "Exchange").

         2.       Legality of Issuance. Hecla hereby represents that the Shares
                  are being issued without registration under the Securities Act
                  of 1933, as amended, in reliance upon Section 3(a)(9) thereof
                  and will be, when issued in accordance with this Agreement,
                  duly issued, fully-paid, non-assessable and freely
                  transferable shares of Common Stock, subject to listing on the
                  New York Stock Exchange. Hecla will use its best reasonable
                  commercial efforts to affect the listing of the Shares with
                  the New York Stock Exchange. Holder hereby acknowledges that
                  the Shares are being issued without registration under the
                  Securities Act of 1933, as amended, in reliance upon Section
                  3(a)(9) thereof.

         3.       No Commission; Unsolicited Transaction. Hecla confirms that it
                  paid no commission or other remuneration to any person in
                  connection with the solicitation or effectuation of the
                  Exchange. Holder confirms that Hecla did not solicit the
                  Exchange.

         4.       Delivery of Preferred Stock. Holder agrees to promptly, after
                  execution of this Agreement deliver the above referenced
                  Preferred Stock to American Stock Transfer and Trust Company
                  via the DWAC system (transfer agent #29-41) for cancellation.
                  Holder represents that it owns the Preferred Stock clear of
                  any lien, encumbrance, or pledge of any kind and that the
                  Exchange shall transfer all title thereto to Hecla. Holder
                  represents that it is an accredited investor.

                  The address and contact information for American Stock
                  Transfer and Trust Company is as follows:

                         American Stock Transfer and Trust Company
                         59 Maiden Lane
                         New York, New York 10038
                         Contact:  Paula Caroppoli
                         (718) 921-8275

         5.       Issuance of Shares. Hecla agrees that it will promptly, after
                  confirmation by American Stock Transfer and Trust Company of
                  the receipt of the Preferred Stock, instruct Hecla's transfer
                  agent for the common stock ("American Stock Transfer and
                  Trust") to





                  electronically transfer the Shares via the DWAC system to DTC
                  for Holder's account as identified below:

                         Morgan Stanley & Co., Inc.
                         DTC Number:  050
                         Agent Bank # 26671 (for Banks)/94064 (for B/Ds)
                         Institution ID# 32901
                         Tax ID #:  13-2655998
                         Account Name:  Gabriel Capital, L.P.
                         Account#: 038-23412

                         Contact @ MSCO:  John Powers
                         Phone:  212-762-7257

                         Contact @ Ariel Fund, Ltd:  Mark A. Weiner
                         Phone:  (212) 838-7200 ext. 123

         Furthermore, Hecla agrees that the Shares issued to Holder in exchange
for the Preferred Stock will be deposited in Holder's accounts within three
business days after Hecla receives confirmation from American Stock Transfer and
Trust of the receipt of the Preferred Stock.

         6.       Payment of Dividends: Hecla and Holder agree that the issuance
                  of the Shares in the Exchange constitutes satisfaction in full
                  on any and all amounts (including principal, dividends, and
                  any other fees) owed by Hecla to Holder under the Preferred
                  Stock.

         7.       Governing Law: This Agreement shall be governed by and
                  construed in accordance with the laws of the State of New
                  York, without giving effect to the principles of conflicts of
                  law thereof.

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed on its behalf as of the date first written above.

HECLA MINING COMPANY


By:     /s/ Lewis E. Walde
   ---------------------------------
         Lewis E. Walde
         Vice President and CFO

Date:  11/21/03


HOLDER:  GABRIEL CAPITAL, L.P.


By:      /s/ J. Ezra Merkin
    --------------------------------

Title:  General Partner

Date:  11/20/03