Employment Agreement  



        This
Agreement is made effective on the 1st day of July, 2005, between Coeur d’Alene Mines
Corporation (“Company”), and Donald Birak (“Employee”). 



WITNESSETH: 



        In
consideration of the mutual promises and covenants herein contained to be kept and
performed by the parties hereto, the parties agree as follows: 



     1.    
          Employment. The Company agrees to, and hereby does, employ Employee as
          Sr. Vice President Exploration and Employee accepts such employment, on the
          terms and conditions of this Agreement. 



     2.    
          Term Of Employment. The initial term of this Agreement shall be from July
          1, 2005 through June 30, 2007, unless sooner terminated as herein provided. It
          is further agreed that this Agreement may be considered for a one year extension
          during the month of June, 2006, to the end that the parties may be once again
          bound to a two year duration of this Agreement. It is understood, however, that
          termination can occur in accordance with the provisions of paragraph 7 below,
          notwithstanding anything to the contrary in this paragraph 2. 



     3.    
          Compensation. The Company shall pay to Employee during the duration of
          the term of this Agreement as follows: 



         (a)       
          A base salary of $215,000 annually, payable in equal monthly installments, which
          may be reviewed annually during any Agreement year, but which may not be
          decreased, and any higher salary to become the base salary for the purposes of
          this provision, it being understood, however, that failure to increase the
          salary shall not be grounds for termination of this Agreement; 



         (b)       
          Such other compensation and benefits that may be made available by the Company
          in the discretion of the Board of Directors, consisting of bonuses, short-term
          and long-term incentive plans, pension plan, retirement plan, profit sharing
          plan, stock purchase plan and any other kind or type of incentive programs
          approved by the Board. It is understood that Employee shall be a participant in
          all compensation and benefit programs, both pension and welfare benefit plans,
          which exist for the executive staff of the Company; 



         (c)       
          Employee shall be entitled to earn an annual incentive bonus during each
          calendar year of this Agreement payable in cash pursuant to the Company’s
          Annual Incentive Plan (AIP) equal to no less than 40% of Employee’s then
          current annual salary, which, at the date of this Agreement, is the potential
          sum of $86,000 and a maximum of $172,000. In addition, Employee shall be
          entitled to earn a long-term incentive bonus, payable in cash and/or stock,
          stock options or other compensation under the Company’s Long Term Incentive
          Plan (LTIP) with a target level of 75% or a potential $161,250. Such bonuses are
          at the discretion of the board of directors; and 













         (d)       
          Employee will be eligible for a cash vehicle allowance to be paid by the Company
          monthly commencing with the month of July 2005. 



     4.    
          Duties. Employee, during the term of this Agreement, shall perform the
          duties usually and customarily associated with the office specified in paragraph
          (1) above and as assigned to Employee from time-to-time by the Chief Executive
          Officer of the Company. As a part of Employee’s duties it is agreed that
          Employee will become familiar with and comply with Employee’s duties under
          the Sarbanes-Oxley laws and under the Company’s corporate governance
          policies, and Employee will promptly execute the necessary public filings and
          certify the contents of such documents on the date of their filing. 



        Employee
shall devote Employee’s best efforts and substantially all of Employee’s time
during business hours to advance the interests of the Company. Employee shall not engage
in business activity in competition with the Company. 



     5.    
          Vacation. Employee shall be entitled to four (4) weeks of vacation during
          each contract year of this Agreement commencing with the year 2005-2006, during
          which the compensation provided in this Agreement shall be paid in full. 



     6.    
          Disability. In the event Employee becomes disabled (inability or
          incapacity due to physical or mental illness or injury to perform
          Employee’s duties) during the term of this Agreement, which renders
          Employee unable to perform Employee’s duties, Employee shall be entitled to
          participate in the Company’s disability payment plan in effect at the time
          of the disability. 



     7.    
          Termination Of Employment. This Agreement shall be terminated as follows: 



         (a)       
          In accordance with paragraph 2 above upon the expiration of the term of this
          Agreement or any extension thereof; 



         (b)       
          Upon the death of Employee; 



         (c)       
          By mutual agreement of the parties; 



         (d)       
          Upon disability of Employee, when such disability renders Employee unable to
          perform Employee’s duties for more than 90 continuous days; 



         (e)       
          By the Company without giving any reason for termination, but with the
          understanding that the compensation provided herein, except for participation in
          the 401K & Defined Contribution Plan; and the life insurance, accidental
          death and dismemberment and disability insurance benefits (the “Excluded
          Benefits”), but including the base compensation, vehicle allowance, target
          annual incentive bonus and the long term incentive bonus if Employee is so
          entitled (it being understood, however, as to the incentive plans the Plan
          documents control the Employee’s rights) (“Included Benefits”),
          shall be paid or provided in full to Employee in accordance with this Agreement,
          for the period of the remaining duration of this Agreement. It is agreed that
          the Company may set-off against the compensation and Included Benefits due to
          Employee under this subparagraph any items of like compensation which Employee
          receives from other employment after the date of termination, there being no
          affirmative obligation for Employee to obtain other employment following
          termination; 





2 











         (f)       
          By the Company “For Cause”. For purposes of this Agreement, any
          of the following constitutes For Cause termination: 



	 	(i)  	failure
to perform Employee’s duties, as defined below, after having
                    received from the Company written documentation that Employee’s
duties are                     not being performed, which written documentation shall
specify how performance                     is deficient, and Employee then fails to
resume satisfactory performance                     promptly after receipt of such
documentation and failure of performance is not                     satisfactorily
rectified, or  






	 	(ii)  	a
serious and substantial failure to perform Employee’s duties, which
                    failure is so obvious and so harmful to Company that written
documentation and                     an opportunity to rectify conduct need not be
afforded by Company to Employee,                     or  






	 	(iii)  	a
conviction of, or plea of nolo contendere to, a felony, or engagement
                    in illegal conduct which may not constitute a felony but which is
injurious to                     the Company, in either such case Company need not allow
Employee to rectify                     nonperformance, or  






	 	(iv)  	a
material breach of Employee’s obligations under the “Confidentiality
                    Agreement’ as described in section 8 herein.  






        For
purposes of this provision, Failure To Perform duties in section (f)(i) above includes,
but is not limited to; misfeasance or nonfeasance of duty which was intended to, or does
in fact, injure the Company’s reputation or its business or relationships; willful
and continued failure of Employee to substantially perform his duties under this Agreement
(except by reason of physical or mental disability, which is dealt with in paragraph 7(d)
above); personal dishonesty in the performance of Employee’s duties; and/or material
breach by Employee of the covenants contained in paragraph 4 above; 



         (g)       
          Upon change in control of Company, as “Change in Control” is
          defined in the so-called Change in Control Agreement between Company and
          Employee, a copy of which is attached hereto as Attachment A, and which will be
          executed by the parties hereto when this Agreement is executed by them. In the
          event of termination for this reason, Employee’s and Company’s rights
          with respect to compensation and all other matters related to employment shall
          be as specified in the Change in Control agreement, and not this Agreement; and 





3 











         (h)       
          Upon the insolvency or dissolution of the Company or the cessation of business
          or operations; and 



         (i)       
          By Employee for “Good Reason”. For purposes of this Agreement,
          Good Reason is defined to mean any of the following; 



	 	(i)  	a
material reduction in Employee’s responsibilities, authorities or duties
                    compared to those in existence on the effective date of this
Agreement which is                     evidence of the duties contemplated by paragraph
4; or  






	 	(ii)  	failure
of the Company to pay to Employee any amount otherwise vested and due
                    under this Agreement or under any plan or policy of the Company,  






	 	
which
failure in either (i) or (ii) above is not cured within five days from receipt by the
Company of written notice from Employee which specifies the details of the failure. 






        In
the event of termination of this Agreement for any of the reasons specified above other
than item (e) regarding termination by the Company without giving any reason, Employee
shall be entitled to be paid his base salary prorated for the calendar year to the date of
termination. All other benefits, if any, following such termination shall be paid in
accordance with the plans, policies and practices of the Company which are in effect on
the date of termination. As to termination in accordance with item (e) above, Employee
shall be paid in accordance with that subparagraph. 



     8.    
          Confidentiality. Employee agrees to keep information acquired in
          connection with Employee’s employment confidential, in accordance with the
          Confidentiality Agreement which is attached to this Agreement, marked Attachment
          B, to be executed by Employee when this Agreement is executed. With respect to
          confidentiality, Attachment B controls the rights, duties and obligations of the
          parties, rather than this paragraph 8. 



     9.    
          Specific Performance. Employee understands that the obligations
          undertaken by Employee as set forth in this Agreement are unique, and that
          Company will likely have no adequate remedy at law in the event such obligations
          are breached. Employee therefore confirms that Company has the right to seek
          specific performance if Company feels such remedy is essential to protect the
          rights of Company. Accordingly, in addition to any other remedies which Company
          might have in law or equity, it shall have the right to have all obligations
          specifically performed, and to obtain injunctive relief, preliminary or
          otherwise, to secure performance. Employee agrees that the arbitration provision
          below will not be used to assert dismissal of an action in court for injunctive
          relief, and agrees that the availability of arbitration is not intended by the
          parties to prevent Company from seeking specific performance and injunctive
          relief. 



     10.    
          Arbitration. The Company and Employee will attempt to resolve any
          disputes under this Agreement by negotiation. If any matter is not thereby
          resolved, within 30 days after written notice by either party to the other, any
          dispute or disagreement arising out of or relating to this Agreement, or the
          breach of it, will be subject to exclusive, final and binding arbitration before
          one arbitrator to be conducted in Coeur d’Alene, Idaho in accordance with
          the Uniform Arbitration Act of the State of Idaho and the applicable laws of the
          State of Idaho governing arbitration of disputes. The parties to this Agreement
          specifically acknowledge that any such dispute under this Agreement, even though
          this Agreement is between an employer and an employee, is subject to said Act.
          Each party hereby submits to the exclusive jurisdiction of the state courts in
          Kootenai County, Idaho if it is necessary to proceed in court to enforce this
          paragraph 10. 





4











     11.    
          Other Items. The parties also agree: 



         (a)       
          This Agreement shall not be amended or modified in any way unless the amendment
          or modification is in writing, signed by the parties. There shall be no oral
          modification of this Agreement. 



         (b)       
          No provision of this Agreement shall be waived by conduct of the parties or in
          any other way. 



         (c)       
          This Agreement and its validity, interpretation, construction and performance
          shall be governed by the laws of the State of Idaho. 



         (d)       
          Employee acknowledges that he received upon execution of this Agreement a copy
          of the Company’s Insider Trading Policy, Attachment C. 



IN WITNESS WHEREOF, the parties have
executed this Agreement as of the day and year first written above. 






Coeur d’Alene Mines
Corporation 






By _____________________________ 







________________________________

   Employee-Donald Birak






5 










EXHIBIT A: 

Change in Control Agreement




CHANGE IN CONTROL
AGREEMENT 



        THIS
AGREEMENT, dated as of July, 1, 2005, is made and entered into between Coeur d’
Alene Mines Corporation (the “Company”) and Donald Birak (the
“Executive”) and is made in light of the following circumstances: 



         A.       
          The Company recognizes the valuable services that the Executive will render and
          desires to be assured that the Executive will continue his active participation
          in the management and business of the Company; and 



         B.       
          The Company considers the establishment and maintenance of a sound and vital
          management to be essential to protecting and enhancing the best interests of the
          Company and its shareholders, and the Company recognizes the existence and
          continued likely existence of possible change in control of the Company, as
          defined below, causing uncertainty among management and resulting in the
          possible departure or distraction of members of management to the detriment of
          the Company and its shareholders; and 



         C.       
          The Executive is willing to serve the Company, but desires assurance that in the
          event of any such change in control of the Company, he will be protected against
          the financial impact of an unexpected termination. 



        NOW,
THEREFORE, the Company agrees that the severance benefits described below will be
provided, subject to the terms and conditions set forth below, to the Executive in the
event the employment of the Executive with the Company or its subsidiaries is terminated
subsequent to a change in control of the Company, as defined below, under the
circumstances described below: 



1.     Company’s
Right to Terminate. During the Term of Agreement, as                defined below,
the Executive agrees, so long as he continues to be employed as                an officer
of the Company or any of its subsidiaries, to continue to perform his
               regular duties as such officer of the Company in accordance with the
Employment                Agreement dated as of July 1, 2005. Notwithstanding the
foregoing, the Company                may terminate the employment of the Executive at
any time, subject to providing                the benefits hereinafter specified in
accordance with the terms hereto and                subject to all terms and conditions
of the Employment Agreement of July 1, 2005.  



2.     Effective
Date. The “Effective Date” shall be the date of this
               Agreement as above set forth.  



3.     Term
of Agreement. This Agreement shall have a termination date which is
               identical to the Employment Agreement and shall continue from day-to-day
until                terminated in accordance with the termination provisions of the
Employment                Agreement, unless a change in control of the Company, as
defined below, shall                have occurred prior to that date, in which event it
shall continue in effect                during the two (2) year period immediately
following such change in control as                provided herein.  





A-1 











4.     Change
in Control. No benefits shall be payable hereunder unless there                shall
have occurred a Change in Control of the Company, as defined below,
               and the employment of the Executive by the Company shall have been
thereafter                terminated in the manner described in Section 5 hereof. For
purpose of this                Agreement, a Change in Control of the Company (“Change
in                Control”) shall mean and be determined to have occurred in the
following                instances:  



          	 	(i) 	
               any organization, group or person (“Person”) (as such term is used in
               Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)(the
               “Exchange Act”) is or becomes the beneficial owner (as defined in Rule
               13d-3 under the Exchange Act), directly or indirectly, of securities of the
               Company representing 35% or more of the combined voting power of the then
               outstanding securities of the Company; or 


               



          	 	(ii) 	
               during any two-year period, a majority of the members of the Board serving at
               the Effective Date of this Agreement is replaced by directors who are not
               nominated and approved by the Board; or 


               



          	 	(iii) 	
               a majority of the members of the Board is represented by, appointed by or
               affiliated with any Person whom the Board has determined is seeking to effect a
               Change in Control of the Company; or 


               



          	 	(iv) 	
               the Company shall be combined with or acquired by another company and the Board
               shall have determined, either before such event or thereafter, by resolution,
               that a Change in Control will or has occurred. 


               



     5.    
          Termination Following Change in Control. If a Change in Control shall
          have occurred, the Executive shall be entitled to the benefits provided in
          Section 6 hereof upon the subsequent involuntary termination, whether actual or
          constructive, as defined below, of the employment of the Executive within the
          two (2) year period immediately following such Change in Control, for any reason
          other than termination for cause, disability, death, normal retirement or early
          retirement. For the purposes of this section: 



    (a)       “Constructive
Involuntary Termination” shall mean voluntary                     termination of
employment by the Executive as a result of a significant change                     in
the duties, responsibilities, reporting relationship, job description,
                    compensation, perquisites, office or location of employment of
Executive without                     the written consent of the Executive.  



    (b)       “Cause” shall
mean termination of employment on account of (i)                     fraud,
misrepresentation, theft or embezzlement, (ii) intentional violation of
                    laws involving moral turpitude or which is materially injurious to
the Company,                     (iii) willful and continued failure by the Executive
substantially to perform                     his or her duties with the Company or its
subsidiaries (other than failure                     resulting from the Executive’s
incapacity due to physical or mental                     illness), after a demand for
substantial performance is delivered to the                     Executive by the
President or the Chairman of the Board of the Company, which                     demand
specifically identifies the manner in which the Executive has not
                    substantially performed his or her duties.  





A-2 










    (c)       “Disability” shall
mean inability or incapacity, due to                     physical or mental illness, of
the Executive to perform his or her duties with                     the company for a
period of three continuous months.  



        Any
termination of the employment of the Executive by the Company shall be communicated by a
written notice of termination addressed to the Executive and any termination of the
employment of the Executive by the Executive, except by death, shall be communicated by a
written notice of termination addressed to the President or Chairman of the Board of the
Company. The notice of termination shall specify the date of termination (“Date of
Termination”) and the characterization of the termination. 



     6.    
          Benefits Upon Termination. If the Executive’s employment by the
          Company shall be terminated as provided in Section 5 hereof, other than for
          cause, disability or death, the Executive shall be entitled to the benefits
          provided below: 



    (a)       Base
Salary and Bonuses. The Company shall continue to compensate the
                    Executive at his or her full annual base salary at the rate in effect
                    immediately prior to the termination of the employment of the
Executive, and to                     pay short-term and long-term bonuses at target
levels pursuant to the                     Company’s then current Long-Term
Incentive Plan, for the period of two (2)                     years following actual
involuntary termination or Constructive Involuntary                     Termination, if
such termination occurs during the period in which this                     Agreement is
in effect (the “Salary Continuance Period”). Benefits                     paid
in accordance with this Subsection 6(a) shall not be reduced in the event
                    the Executive is employed elsewhere during this time period, or by
reason of                     death or disability.  



    (b)       Medical
and Dental Benefits; Long-term Disability Benefits. The Company
                    shall maintain in full force and effect from the Date of Termination
through the                     end of the Salary Continuance Period, all medical and
dental benefits and all                     long term disability benefits in which the
Executive was entitled to participate                     immediately prior to the Date
of Termination, to the same extent as if the                     Executive had continued
to be an employee of the Company during the Salary                     Continuance
Period, provided that such continued participation is feasible under
                    the general terms and provisions of such plans and programs. To the
extent such                     continued participation is not feasible, the Company
shall arrange to provide                     the Executive with substantially the same
benefits as those to which he or she                     would have been entitled to
receive under such plans and programs. All such                     medical and dental
benefits shall be subject to the group health plan                     continuation
coverage requirements as provided in Section 162(d) of the Internal
                    Revenue Code of 1986, as amended (The “Code”). All such
medical and                     dental benefits shall be discontinued upon employment by
the Executive with                     another company and the commencement of coverage
of the Executive pursuant to a                     long-term disability plan of such new
employer.  





A-3 











    (c)       Stock
Options. In the event of a Change in Control, all outstanding
                    stock options, stock appreciation rights, restricted stock,
performance plan                     awards and performance shares granted by the Company
to the Executive under the                     Company’s Long-Term Incentive Plan
shall become immediately exercisable in                     full and otherwise vest 100%
in accordance with the subject to the provisions                     under Section 13 of
such Long-Term Performance Plan.  



    (d)       Retirement
Benefits.  



	 	(1)  	Defined
Contribution Plans. The Company shall not use the provisions of
                    any defined contribution plan to deny a lump sum option to the
Executive unless                     this occurs under uniform treatment applicable to
all plan participants.  






	 	(2)  	Defined
Benefit Plan. The Executive shall be entitled to continued                     credit
for years of service under the defined benefit plan of the Company from
                    the date of Termination through the Salary Continuance Period, and
any                     compensation paid to the Executive pursuant to subsection 6(a)
above shall be                     treated as salary compensation for purposes of such
plan. To the extent that                     such augmentation of the defined benefit
plan is not possible under such plan,                     the Company shall pay the
Executive an amount equal to the present value of such                     augmentation,
or arrange to provide the Executive with substantially the same
                    benefit.  






    (e)       Certain
Executive Reimbursement. The Company shall pay the Executive an
                    amount necessary to reimburse the Executive for all legal fees and
expenses                     incurred by the Executive as a result of the Change in
Control of the company                     and such termination of employment, including
any fees and expenses incurred in                     contesting or disputing any such
termination or in seeking to obtain or enforce                     any right or benefit
provided by this Agreement; provided, however, that the                     Company shall
be obliged only to pay amounts necessary to reimburse the                     Executive
for legal fees and expense incurred by the Executive with respect to
                    any claim or claims made by him as to which he shall substantially
prevail in                     litigation relating thereto against the Company.  



        The
payment provided for in subsection 6(a) hereof shall be subject to applicable payroll or
other tax required to be withheld by the Company. Payments to the Executive hereunder
shall be considered severance pay in consideration of past service and his or her
continued service after the date of this Agreement. The payment provided for in subsection
6(d)(1) hereof shall be made to the Executive within five (5) business days after the Date
of Termination. The Executive shall not be required to mitigate the amount of any payment
provided for in this Section 6 by seeking other employment or otherwise, and expect as
provided in subsection 6(b) above, the amount of any payment provided for in this Section
6 shall not be reduced by any compensation earned by the Executive as a result of
employment by another employer after the Date of Termination, or otherwise. 



     7.    
          Limitation on Payments. If the severance payments provided for under this
          Agreement, either alone or together with other payments which the Executive
          would have the right to receive from the Company, would constitute a
          “parachute payment,” as defined in Section 280G(a) of the Code as in
          effect at the time of payment, such payment shall be reduced to the largest
          amount as will result in no portion being subject to the excise tax imposed by
          Section 4999 of the Code or the disallowance of a deduction by Company pursuant
          to Section 280G of the Code. The determination of the amount of any reduction
          under this section, and the plan and payment to which such reductions shall
          apply, shall be made in good faith by the Executive and such determination shall
          be binding on the Company. 





A-4 











     8.    
          Successor; Binding Agreement. 



    (a)       The
Company will require any successor (whether direct or indirect) by purchase,
          merger, consolidation or otherwise, to all or substantially all of the business
          or assets of the Company by agreement in form and substance satisfactory to the
          Executive, to expressly assume and agree to perform this Agreement in the same
          manner and to the same extent that the Company would be required to perform it
          if no such succession had taken place.  



    (b)       This
Agreement shall inure to the benefit of and be enforceable by the personal           or
legal representatives, executors, administrators, successors, heirs,
          distributees, devisees and legatees of the Executive. If the Executive should
          die while any amount would be payable to the Executive hereunder if the
          Executive had continued to live, all such amounts, unless otherwise provided
          herein, shall be paid in accordance with the terms of this Agreement to the
          devisee, legatee or other designee or, if there be no such designee, to the
          estate of the Executive.  



     9.    
          Notices. For the purposes of this Agreement, notices and all other
          communications provided for in the Agreement shall be in writing and shall be
          deemed to have been duly given when delivered or mailed by certified or
          registered mail, return receipt requested, postage prepaid, addressed: 


		
	if to the Company:	Chairman and Chief Executive Officer
	 	Coeur d' Alene Mines Corporation
	 	505 Front Avenue
	 	Coeur d' Alene, ID 83814
	 	 
	if to the Executive:	Donald Birak






or to such other address as either
party may have furnished to the other in writing in accordance herewith except the notice
of change of address shall be effective only upon receipt. 



     10.    
          Miscellaneous. No provisions of this Agreement may be modified, waived or
          discharged unless such waiver, modification or discharge is agreed to in writing
          signed by the Executive and on behalf of the Company by the President, the
          chairman of the Board or such other officer as may be specifically designated by
          the Board. No waiver by either party there of, or compliance with, any condition
          or provision of this Agreement to be performed by such other party shall be
          deemed a waiver of similar or dissimilar provisions or conditions at the time or
          at any prior to subsequent time. No agreements or representations, oral or
          otherwise, express or implied, with respect to the subject matter hereof have
          been made by either party which are not expressly set forth in this Agreement.
          This Agreement shall not supersede or in any way limit the rights, duties or
          obligations the Executive may have under any other written agreement with the
          Company. The validity, interpretation, construction and performance of this
          Agreement shall be governed by the laws of the State of Idaho. 





A-5 











     11.    
          Severability. The invalidity or unenforceability of any provisions of
          this Agreement shall not affect the validity or enforceability of any other
          provision of this Agreement, which shall remain in full force and effect. 



     12.    
          Arbitration. Any dispute or controversy arising under or in connection
          with this Agreement shall be settled exclusively by arbitration in Coeur d’
          Alene, Idaho in accordance with the rules of the American Arbitration
          Association then in effect. Judgment may be entered on the arbitrator’s
          award in any court having jurisdiction. 



        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first-above written. 



		
	THE COMPANY	COEUR D' ALENE MINES CORPORATION
	  	  
	  	  
	  	  
	  	________________________________
	 	Dennis E. Wheeler
	 	Chairman & CEO
	 	 
	 	 
	THE EXECUTIVE	_________________________________
	 	 
	 	 
	 	Title: _____________________________








A-6 












EXHIBIT B:

Confidentiality Agreement 





B-1 












EXHIBIT C:

Insider Trading Policy 





C-1