**EXHIBIT10.2**

FORM OF CHANGE OFCONTROL AGREEMENT

ApexSilver Mines Limited has entered into a change of control agreement with GeraldJ. Malys, its Senior Vice President and Chief Financial Officer, effective June12, 2006 pursuant to which he will receive certain benefits upon histermination of employment or the occurrence of certain other events following aChange of Control as defined in the agreement.

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[Date]

[Name][Title]Apex Silver Mines Limitedc/o Apex Silver Mines Corporation1700 Lincoln Street, Suite 3050Denver, CO  80203

Dear[Name]:

ApexSilver Mines Limited (the “Company”) considers it essential to the bestinterests of its stockholders to foster the continuous employment of keymanagement personnel.  In thisconnection, the Board of Directors of the Company (the “Board”) recognizesthat, as is the case with many publicly held corporations, the possibility of aChange of Control (as defined in Section 2 hereof) may exist and that suchpossibility, and the uncertainty and questions which it may raise amongmanagement, may result in the departure or distraction of management personnelto the detriment of the Company and its stockholders.

TheBoard has determined that appropriate steps should be taken to reinforce andencourage the continued attention and dedication of members of the Company’smanagement, including yourself, to their assigned duties without distraction inthe face of potentially disturbing circumstances arising from the possibilityof a Change of Control, although no such change is now contemplated.

Inorder to induce you to remain in the employ of the Company, the Company agreesthat you shall receive the severance benefits set forth in this letteragreement (the “Agreement”) in the event your employment with the Company isterminated subsequent to a Change of Control under the circumstances describedbelow.

1.  TERM OF AGREEMENT.  This Agreement shall commence on the datehereof and shall continue from year to year at the discretion of the Board ofDirectors.  Provided no Change of Controlshall have occurred, the Company may terminate this Agreement at any time upon12****months prior written notice toyou; provided, however, that after a Change of Control during the term of thisAgreement, this Agreement shall remain in effect until all of the obligationsof the parties under the Agreement are satisfied and the two year periodreferred to in the definition of “Good Reason” has expired.  Notwithstanding theforegoing, and provided no Change of Control shall have occurred, this Agreementshall automatically terminate upon the earlier to occur of (i) your terminationof employment with the Company, or (ii) the Company’s furnishing you withnotice of termination of employment, irrespective of the effective date of suchtermination.

2.  CHANGE OF CONTROL.  No benefits shall be payable hereunder unlessthere shall have been a Change of Control, as set forth below.  For purposes of this Agreement, a “Change ofControl” shall mean the first to occur of the following events specified in (A),(B), (C), (D) or (E) (but no event other than the specified events):  (A) any person becomes the beneficial owner,directly or indirectly, of securities of the Company representing thirty-fivepercent (35%) or more of the combined voting power of the Company’s thenoutstanding voting securities (other than (i) 

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theCompany, (ii) any subsidiary of the Company, or (iii) one or more employeebenefit plans maintained by the Company); (B) three or more Directors of theCompany, whose election or nomination for election is not approved by amajority of the applicable Incumbent Board, are elected within any singletwelve month period to serve on the Board; (C) members of the applicableIncumbent Board cease to constitute a majority of the Board; (D) the consummationof a merger or consolidation of the Company with or into any other corporationor entity or person, or any other corporate reorganization, in which thestockholders of the Company immediately prior to such consolidation, merger orreorganization own less than 50% of the outstanding voting securities of thesurviving entity (or its parent) following the consolidation, merger orreorganization or (E) the consummation of a sale, lease or other disposition ofall or substantially all of the assets of the Company.  For purposes of Section 2(A) hereof, theterms “person” and “beneficial owner” shall have the meanings set forth inSection 13(d) and Rule 13d-3, respectively, of the Securities Exchange Act of1934, as amended, and in the regulations promulgated thereunder.  For purposes of this Section 2, “IncumbentBoard” means (i) members of the Board of Directors of the Company as of thedate hereof, to the extent that they continue to serve as members of the Board,and (ii) any individual who becomes a member of the Board after the datehereof, if such individual’s election or nomination for election as a Directorwas approved by a vote of at least seventy-five percent (75%) of the thenapplicable Incumbent Board.

3.  TERMINATION FOLLOWING CHANGE OF CONTROL.  If the events described in Section 2 hereofconstituting a Change of Control shall have occurred during the term of thisAgreement, you shall be entitled to the benefits provided in Subsection 4(iii)hereof upon the subsequent termination of your employment within 2 years afterthe occurrence of such Change of Control unless such termination is (A) becauseof your death or Disability, (B) by the Company for Cause, or (C) by you otherthan for Good Reason.

(i)                                     Disability. If, as a result of your incapacity due to physical or mental illness,you shall have been absent from the full-time performance of your duties withthe Company for six consecutive months, and within 30 days after written noticeof termination is given you shall not have returned to the full-timeperformance of your duties, your employment may be terminated for “Disability.”

(ii)                                  Cause. Termination by the Company of your employment for “Cause” shall meantermination for (A) the commission of a felony or a crime involving moralturpitude or the commission of any other act involving dishonesty, disloyalty,or fraud with respect to the Company, (B) conduct tending to bring the Companyinto substantial public disgrace or disrepute, (C) substantial and repeatedfailure to perform duties as reasonably directed by the Board, (D) grossnegligence or willful misconduct with respect to the Company or any of itsaffiliated entities, or (E) any other material breach of any other agreementbetween you and the Company or its affiliated entities which is not curedwithin 15 days after written notice thereof to you.

(iii)                               Good Reason. You shall be entitled to terminate your employment for Good Reason.  For purposes of this Agreement, “Good Reason”shall mean, without your express written consent, the occurrence within 2 yearsafter a Change of Control of any of the following circumstances unless, in thecase of paragraphs (A), (B), (E), (F), (G) or (H), such circumstances are fullycorrected prior to the Date of Termination specified in the Notice of Termination,as such terms are defined in Subsections 3(v) and 3(iv) hereof, respectively,given in respect thereof:

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(A)                              the assignment to you of any dutiesinconsistent with your current status as an executive of the Company or asubstantial adverse alteration in the nature or status of your responsibilitiesfrom those in effect immediately prior to the Change of Control;

(B)                                a reduction by the Company in your annualbase salary as in effect on the date hereof or as the same may be increasedfrom time to time, except for across-the-board salary reductions similarlyaffecting all senior executives of the Company and all senior executives of anyperson in control of the Company;

(C)                                your relocation to a location not within 25miles of your present office or job location, except for required travel on theCompany’s business to an extent substantially consistent with your presentbusiness travel obligations;

(D)                               the failure by the Company to pay to you anyportion of your current compensation, or to pay to you any portion of aninstallment of deferred compensation under any deferred compensation program ofthe Company, within seven days of the date such compensation is due;

(E)                                 the failure by the Company to continue ineffect any bonus to which you were entitled, or any compensation plan in whichyou participated immediately prior to the Change of Control which is materialto your total compensation, including but not limited to the Company’sIncentive Bonus Plan, Stock Option Plan, 401(k) Profit Sharing Plan, or any substituteplan or plans adopted prior to the Change of Control, unless an equitablearrangement (embodied in an ongoing substitute or alternative plan) has beenmade with respect to such plan and such equitable arrangement providessubstantially equivalent benefits not materially less favorable to you (both interms of the amount of benefits provided and the level of your participationrelative to other participants), or the failure by the Company to continue yourparticipation therein (or in such substitute or alternative plan) on a basisnot materially less favorable (both in terms of the amount of benefits providedand the level of your participation relative to other participants) as existedat the time of the Change of Control of the Company.

(F)                                 the failure by the Company to continue toprovide you with benefits substantially similar or superior to those enjoyed byyou under any of the Company’s life insurance, medical, dental, and accident,or disability plans in which you were participating at the time of the Changeof Control, the taking of any action by the Company which would directly orindirectly materially reduce any of such benefits or deprive you of anymaterial fringe benefit enjoyed by you at the time of the Change of Control, orthe failure by the Company to provide you with the number of paid vacation daysto which you are entitled in accordance with the Company’s normal vacationpolicy in effect at the time of the Change of Control;

(G)                                the failure of the Company to obtain asatisfactory agreement from any successor to assume and agree to perform thisAgreement, as contemplated in Section 5 hereof; or

(H)                               any purported termination of your employmentwhich is not effected pursuant to a Notice of Termination satisfying therequirements of Subsection 3(iv) hereof (and, 

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if applicable, the requirements of Subsection3(ii) hereof); for purposes of this Agreement, no such purported terminationshall be effective.

Your rights to terminate your employmentpursuant to this Subsection 3(iii) shall not be affected by your incapacity dueto physical or mental illness.  Yourcontinued employment shall not constitute consent to, or a waiver of rightswith respect to, any circumstance constituting Good Reason hereunder.

(iv)                              NOTICE OF TERMINATION.  Any purported termination of your employmentby the Company or by you shall be communicated by written Notice of Terminationto the other party hereto in accordance with Section 6 hereof.  For purposes of this agreement, a “Notice ofTermination” shall mean a notice which shall indicate the specific terminationprovision in this Agreement relied upon and shall set forth in reasonabledetail the facts and circumstances claimed to provide a basis for terminationof your employment under the provision so indicated.

(v)                                 DATE OF TERMINATION, ETC.  “Date of Termination” shall mean (A) if youremployment is terminated for Disability, 30 days after Notice of Termination isgiven (provided that you shall not have returned to the full-time performanceof your duties during such 30-day period), (B) if your employment is terminatedpursuant to Subsection 3(ii) hereof or for any other reason (other thanDisability), the date specified in the Notice of Termination (which shall notbe less than 30 nor more than 60 days from the date such Notice of Terminationis given) or (C) if your employment is terminated pursuant to Subsection 3(iii)hereof, the date specified in the Notice of Termination (which shall not beless than 15 nor more than 60 days from the date such Notice of Termination isgiven).

4.  COMPENSATION UPON TERMINATION OR DURINGDISABILITY.  Following a Change ofControl, as defined by Section 2 hereof, upon termination of your employmentwithin 2 years after the occurrence of such Change of Control or during aperiod of Disability you shall be entitled to the following benefits:

(i)                                     During any period that you fail to performyour full-time duties with the Company as a result of incapacity due tophysical or mental illness, you shall continue to receive your base salary atthe rate in effect at the commencement of any such period, together with allamounts payable to you under any compensation plan of the Company during suchperiod, until this Agreement is terminated pursuant to Subsection 3(i) hereof.  Thereafter, or in the event your employmentshall be terminated by you other than for Good Reason or by reason of yourdeath, your benefits shall be determined under the Company’s insurance or othercompensation programs then in effect in accordance with the terms of such programs.

(ii)                                  If your employment shall be terminated by theCompany for Cause, Disability or death, or by you other than for Good Reason,the Company shall, to the extent not theretofore paid, pay you in a lump sumyour full base salary through the Date of Termination at the rate in effect atthe time Notice of Termination is given within****10****business days of theDate of Termination, plus all other amounts to which you are entitled under anyinsurance and other compensation programs of the Company at the time suchpayments are due, and the Company shall have no further obligations to youunder this Agreement.

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(iii)                               If your employment by the Company shall beterminated (a) by the Company other than for Cause, Disability or death or (b)by you for Good Reason, then you shall be entitled to the benefits providedbelow:

(A)                              The Company shall, to the extent nottheretofore paid, pay you in a lump sum your full base salary through the Dateof Termination at the rate in effect at the time Notice of Termination is givenwithin 10 business days of the Date of Termination, plus all other amounts towhich you are entitled under any compensation plan of the Company, at the timesuch payments are due, except as otherwise provided below.

(B)                                In lieu of any further salary payments to youfor periods subsequent to the Date of Termination, the Company shall pay asseverance pay to you a lump sum severance payment (together with the paymentsprovided in paragraph (C) of this Subsection 4(iii), the “Severance Payments”)equal to two times the sum of (a) your annual base salary in effect immediatelyprior to the occurrence of the circumstance giving rise to the Notice ofTermination given in respect thereof, and (b) 100% of your target bonus amountestablished pursuant to the compensation or bonus plan in effect immediatelyprior to the occurrence of the circumstance giving rise to the Notice ofTermination.  The Severance Paymentsshall be made within****10****business days of the Date of Termination.

(C)                                The Company shall pay to you any deferredcompensation, including but not limited to deferred bonuses, allocated orcredited to you as of the Date of Termination.

(D)                               The Company shall also pay to you all legalfees and expenses incurred by you prior to December 31 of the second calendar yearfollowing the calendar year that includes the Date of Termination as a resultof such termination including all such fees and expenses, if any, incurred incontesting or disputing any such termination or in seeking to obtain or enforceany right or benefit provided by this Agreement**.**

(E)                                 Taxes - All payments shall be subject to thewithholding of such amounts as the Company is required to be withheld pursuantto any applicable federal, state, or local law or regulation, and you areresponsible for any tax liability on such payments.

(F)                                 All payments under this Agreement will becontingent upon the execution of an Application and Release of Claims byyou and the Company, and this Application and Release of Claims shallgovern the timing of all payments made. A copy of the terms and conditions of such Application and Release ofClaims is attached as an appendix to this Agreement.

(G)                                Limitation on Benefits.  Any benefits payable or to be providedpursuant to this Agreement or otherwise, which constitute “Parachute Payments”as defined in Section 280G(b)(2)(A)(i) of the Internal Revenue Code of 1986, asamended, including any regulations adopted thereunder (the “Code”), shall besubject to limitation such that the benefits payable or to be provided under thisAgreement, as well as any payments or benefits provided outside of thisAgreement, shall not cause the Company to have paid an “Excess ParachutePayment” as defined in 

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Section 280G(b)(1) of the Code.  Accordingly, anything in this Agreement tothe contrary notwithstanding, in the event that it is determined that receiptof all Parachute Payments would cause the Company to pay an Excess ParachutePayment, the Company shall determine, and promptly notify you of, a “ReducedAmount” which shall be the highest aggregate amount of Parachute Payments thatshall not cause the Company to have paid an Excess Parachute Payment.  You may then elect, in your sole discretion,which and how much of the Parachute Payments, including without limitationParachute Payments made outside of this Agreement, shall be eliminated orreduced (as long as after such election the “Present Value” (as defined inSection 280G(d)(4) of the Code) of the aggregate Parachute Payments is equal tothe Reduced Amount) and shall advise the Company in writing of such electionwithin 10 days of your receipt of notice. If no such election is made within such 10 day period, the Company mayelect which of Parachute Payments, including without limitation ParachutePayments made outside of this Agreement, shall be eliminated or reduced (aslong as after such election the Present Value of the aggregate ParachutePayments is equal to the Reduced Amount) and shall notify you promptly of suchelection.

(iv)                              If your employment shall be terminated (A) bythe Company other than for Cause, Disability or death or (B) by you for GoodReason, then, provided you timely elect continuation coverage under theConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),the Company shall pay, on your behalf, the portion of premiums of your grouphealth insurance, including coverage for your eligible dependents, that theCompany paid immediately prior to the Date of Termination (“COBRA Payments”)for the period that you are entitled to coverage under COBRA, but not to exceed24 months (“COBRA Period”).  The Companywill pay such COBRA Payments for your eligible dependents only for coverage forwhich those dependents were enrolled immediately prior to the Date ofTermination.  You will continue to be requiredto pay that portion of the premium of your health coverage, including coveragefor your eligible dependents, that you were required to pay as an activeemployee immediately prior to the Date of Termination.  Within 30 days following the end of the COBRAPeriod, the Company shall pay to you in a lump sum an amount equal to theproduct of (x) the amount of the COBRA payment paid on your behalf for thefinal month of the COBRA Period and (y) the number of months by which the CobraPeriod was less than 24.

(v)                                 If your employment shall be terminated (A) bythe Company other than for Cause, Disability or death or (B) by you for GoodReason then for a 24-month period after such termination, the Company shallarrange to provide you, at a cost not to exceed $5,000 in the aggregate, withlife, disability, and accident insurance benefits substantially similar tothose that you are receiving immediately prior to the Notice ofTermination.  Benefits otherwisereceivable by you pursuant to this Subsection 4(v) shall be reduced to theextent comparable benefits are actually received by you from another employerduring the 24-month period following your termination, and any such benefitsactually received by you shall be reported to the Company.

(vi)                              You shall not be required to mitigate theamount of any payment provided for in this Section 4 by seeking otheremployment or otherwise, nor shall the amount of any payment or benefitprovided for in this Section 4 be reduced by any compensation earned by you asthe result of employment by another employer, by retirement benefits, 

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by offset against any amount claimed to beowed by you to the Company (other than by any cash payments which may beavailable to you under the Company’s Severance Policy), or otherwise except as specificallyprovided in this Section 4.

(vii)                           In addition to all other amounts payable toyou under this Section 4, you shall be entitled to receive all benefitsavailable to you under the Company’s Employees’ Share Option Plan, 401(k)profit sharing plan, and to Outplacement benefits as defined in Section 5.5 ofthe Company’s Severance Policy.

(viii)                        Anything inthis Agreement to the contrary notwithstanding, if on the Date of Terminationof your employment with the Company, as a result of such termination, you wouldreceive any payment that, absent the application of this Section 4(viii),would be subject to interest and additional tax imposed pursuant to Section409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) ofthe Code, then such payment shall be payable on the date that is the earliestof (i) six (6) months after the Date of Termination, (ii) your deathor (iii) such other date as will not result in such payment being subjectto such interest and additional tax.  Itis the intention of the parties that payments or benefits payable under thisAgreement not be subject to the additional tax imposed pursuant to Section 409Aof the Code.  To the extent suchpotential payments or benefits could become subject to such Section, the partiesshall cooperate to amend this Agreement with the goal of giving you theeconomic benefits described herein in a manner that does not result in such taxbeing imposed (it being understood that if such amendments do not avoid theapplication of Section 409A of the Code, the Company will make such paymentsnonetheless).

5.  SUCCESSORS; BINDING AGREEMENT.

(i)                                     The Company will require any successor(whether direct or indirect, by purchase, merger, share exchange, consolidationor otherwise) to all or substantially all of the business and/or assets of theCompany to assume expressly and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform itif no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior tothe effectiveness of any such succession shall be a breach of this Agreementand shall entitle you to compensation from the Company in the same amount andon the same terms as you would be entitled to hereunder if you terminate youremployment for Good Reason following a Change of Control, except that forpurposes of implementing the foregoing, the date on which any such successionbecomes effective shall be deemed the Date of Termination.  As used in this Agreement, “Company” shallmean the Company as hereinbefore defined and any successor to its businessand/or assets as aforesaid which assumes and agrees to perform this agreementby operation of law, or otherwise.

(ii)                                  This Agreement shall inure to the benefit ofand be enforceable by your personal or legal representatives, executors,administrators, heirs, distributees and legatees.  If you should die while any amount wouldstill be payable to you hereunder if you had continued to live, all suchamounts, unless otherwise provided herein, shall be paid in accordance with theterms of this agreement to your legatee or other designee or, if there is nosuch designee, to your estate.

(iii)                               In the event that you are employed by asubsidiary of the Company, wherever in this Agreement reference is made to the “Company,”unless the context otherwise requires, 

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such reference shall also include suchsubsidiary.  The Company shall cause suchsubsidiary to carry out the terms of this Agreement insofar as they relate tothe employment relationship between you and such subsidiary, and the Companyshall indemnify you and save you harmless from and against all liability anddamage you may suffer as a consequence of such subsidiary’s failure to performand carry out such terms.  Whereverreference is made to any benefit program of the Company, such reference shallinclude, where appropriate, the corresponding benefit program of suchsubsidiary if you were a participant in such benefit program on the date aChange of Control has occurred.

6.  NOTICE. For the purpose of this Agreement, notices and all other communicationsprovided for in the Agreement shall be in writing and shall be deemed to havebeen duly given when delivered or mailed by United States registered mail,return receipt requested, postage prepaid, addressed to the respectiveaddresses set forth on the first page of this Agreement, provided that allnotices to the Company shall be directed to the attention of the Board with acopy to the Secretary of the Company, or to such other address as either partymay have furnished to the other in writing in accordance herewith, except thatnotice of change of address shall be effective only upon receipt.

7.  MISCELLANEOUS.  No provision of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing and signed by you and such officer as may be specificallydesignated by the Board.  No waiver byeither party hereto at any time of any breach by the other party hereto of, orcompliance with, any condition or provision of this Agreement to be performedby such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral orotherwise, express or implied, with respect to the subject matter hereof havebeen made by either party which are not expressly set forth in thisAgreement.  To the extent that United Statesfederal laws do not otherwise apply, this Agreement shall be construed inaccordance with and governed by the laws of the Cayman Islands.

8.  VALIDITY. The invalidity or unenforceability of any provision of this Agreementshall not affect the validity or enforceability of any other provision of thisAgreement, which shall remain in full force and effect.

9.  COUNTERPARTS. This Agreement may be executed in several counterparts, each of whichshall be deemed to be an original but all of which together will constitute oneand the same instrument.

10.  ARBITRATION. Any dispute or controversy arising under or in connection with thisAgreement shall be settled exclusively by arbitration in the State of Colorado,in accordance with the rules of the American Arbitration Association then ineffect.  Judgment may be entered on thearbitrator’s award in any court having jurisdiction; provided, however, thatyou shall be entitled to seek specific performance of your right to be paiduntil the Date of Termination during the pendency of any dispute or controversyarising under or in connection with this Agreement.

Ifthis letter sets forth our agreement on the subject matter hereof, kindly signand return to the Company the enclosed copy of this letter which will thenconstitute our agreement on this subject.

Sincerely,

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| Apex Silver Mines Limited                                                                                                                |   |
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| Agreed to as of the      day  of      ,      . |
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| Signature:                                                                                                                               |   |   |

 

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