**Exhibit10.6**

FORM OF CHANGE OF CONTROL AGREEMENT

[Name]

[Title]

Dear[Name]:

Apex Silver Mines Limited (the “Company”) considers it essential to thebest interests 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.

The Board has determined that appropriate steps should be taken toreinforce and encourage the continued attention and dedication of members ofthe Company’s management, including yourself, to their assigned duties withoutdistraction in the face of potentially disturbing circumstances arising fromthe possibility of a Change of Control, although no such change is nowcontemplated.

In order to induce you to remain in the employ of the Company, theCompany agrees that you shall receive the severance benefits set forth in thisletter agreement (the “Agreement”) in the event your employment with theCompany is terminated subsequent to a Change of Control under the circumstancesdescribed below.

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 theterm of this Agreement, this Agreement shall remain in effect until all of theobligations of the parties under the Agreement are satisfied and the two yearperiod referred to in the definition of “Good Reason” has expired.  Notwithstanding the foregoing, and providedno Change of Control shall have occurred, this Agreement shall automaticallyterminate upon the earlier to occur of (i) your termination of employment withthe Company, or (ii) the Company’s furnishing you with notice of termination ofemployment, irrespective of the effective date of such termination.

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

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(i) the Company, (ii) any subsidiary of the Company, or (iii) one ormore employee benefit plans maintained by the Company); (B) three or moreDirectors of the Company, whose election or nomination for election is notapproved by a majority of the applicable Incumbent Board, are elected withinany single twelve month period to serve on the Board; (C) members of theapplicable Incumbent Board cease to constitute a majority of the Board; (D) theconsummation of a merger or consolidation of the Company with or into any othercorporation or entity or person, or any other corporate reorganization, inwhich the stockholders of the Company immediately prior to such consolidation,merger or reorganization own less than 50% of the outstanding voting securitiesof the surviving 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, “Incumbent Board”means (i) members of the Board of Directors of the Company as of the datehereof, 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 date hereof, ifsuch individual’s election or nomination for election as a Director wasapproved by a vote of at least seventy-five percent (75%) of the thenapplicable Incumbent Board.

3.  TERMINATION FOLLOWING CHANGEOF CONTROL.  If the events described inSection 2 hereof constituting a Change of Control shall have occurred duringthe term of this Agreement, you shall be entitled to the benefits provided inSubsection 4(iii) hereof upon the subsequent termination of your employmentwithin 2 years after the occurrence of such Change of Control unless suchtermination is (A) because of your death or Disability, (B) by the Company forCause, or (C) by you other than 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 ofTermination, 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 similarly affectingall senior executives of the Company and all senior executives of any person incontrol 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 anysubstitute plan or plans adopted prior to the Change of Control, unless anequitable arrangement (embodied in an ongoing substitute or alternative plan)has been made 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, therequirements of Subsection 3(ii) hereof); for purposes of this Agreement, nosuch purported termination shall be effective.

Your rights to terminateyour employment pursuant to this Subsection 3(iii) shall not be affected byyour incapacity due to physical or mental illness.  Your continued employment shall notconstitute consent to, or a waiver of rights with respect to, any circumstanceconstituting 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 TERMINATIONOR DURING DISABILITY.  Following a Changeof Control, 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 youremployment shall be terminated by you other than for Good Reason or by reasonof your death, your benefits shall be determined under the Company’s insuranceor other compensation programs then in effect in accordance with the terms ofsuch 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          times the sum of (a)your annual base salary in effect immediately prior to the occurrence of thecircumstance giving rise to the Notice of Termination given in respect thereof,and (b) 100% of your target bonus amount established pursuant to thecompensation or bonus plan in effect immediately prior to the occurrence of thecircumstance giving rise to the Notice of Termination.  The Severance Payments shall be made within****10****businessdays 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 calendaryear following the calendar year that includes the Date of Termination as aresult of such termination including all such fees and expenses, if any,incurred in contesting or disputing any such termination or in seeking toobtain or enforce any 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 a Release of Claims by you and theCompany, and this Release of Claims shall govern the timing of allpayments made.  A copy of the terms andconditions of such Release of Claims is attached as an appendix to thisAgreement.

(G)                                Gross-Upof Benefits.  Anything in this Agreementto the contrary notwithstanding, in the event it shall be determined that anypayment or distribution by the Company to or for your benefit (whether paid orpayable or distributed or distributable pursuant to the terms of this Agreementor otherwise, but determined without regard to any additional payments requiredunder this Section 4.(iii)(G) (a “Payment”) would be subject to the excisetax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended,including any regulations adopted thereunder (the “Code”), or any interest orpenalties are

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incurred by you with respect to such excise tax thatare not due to your actions or inactions (such excise tax, together with anysuch interest and penalties, are hereinafter collectively referred to as the “ExciseTax”), then you shall be entitled to receive an additional payment (a “Gross-UpPayment”) in an amount such that after payment by you of all taxes imposed uponthe Gross-Up Payment (including any federal, state, and local income taxes,employment taxes under Section 3101(b) of the Code, and Excise Taxes,assuming the highest marginal income tax rates apply to the Gross-Up Payment),you retain an amount of the Gross-Up Payment equal to the Excise Tax imposedupon the Payments.  In the event you areentitled to a Gross-Up Payment, the following shall apply:

(1)                                  Alldeterminations required to be made, including whether and when a Gross-UpPayment is required and the amount of such Gross-Up Payment, shall be made by anationally recognized certified public accounting firm selected by the Company(the “Accounting Firm”).  The AccountingFirm shall be requested to provide detailed supporting calculations both to theCompany and you within 15 business days of the receipt of notice thatthere has been a Payment.  All fees andexpenses of the Accounting Firm shall be borne solely by the Company.  Any Gross-Up Payment shall be paid by theCompany to you within 5 days of the receipt of the Accounting Firm’sdetermination.  Any determination by theAccounting Firm shall be binding upon the Company and you.  As a result of uncertainty in the applicationof Sections  280G and 4999 of the Code, it is possible that Gross-UpPayments that will not have been made by the Company should have been made (an “Underpayment”).  In the event the Company exhausts itsremedies pursuant to the following paragraph and you are thereafter required tomake a payment of any Excise Tax, the Accounting Firm shall be requested todetermine the amount of the Underpayment that has occurred and any suchUnderpayment shall be promptly paid by the Company to you.

(2)                                  Youshall notify the Company in writing of any assertion by the Internal RevenueService that, if successful, would require the payment by the Company of anUnderpayment.  Such notification shall begiven as soon as practicable, but no later than 10 business days after youare informed of such assertion.  Youshall apprise the Company of the nature of such assertion and provide copies ofall letters, notices, etc. regarding the assertion, and written summaries ofany statements made to you or by you in connection with the assertion.  You shall not pay any amount asserted to bedue prior to the expiration of the 30-day period following the date on whichyou give such notice to the Company (or such shorter period ending on the datethat any payment of taxes with respect to such assertion is due).  If the Company notifies you in writing priorto the expiration of such period that the Company desires to contest suchassertion, you shall:

(a)                                  givethe Company any information reasonably requested by the Company relating tosuch assertion,

(b)                                 takesuch action in connection with contesting such assertion as the Company shallreasonably request in writing from time to time,

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including, without limitation, accepting legalrepresentation with respect to such assertion by an attorney reasonablyselected by the Company,

(c)                                  cooperatewith the Company in good faith in order effectively to contest such assertion,and

(d)                                 permitthe Company to participate in any proceedings relating to such assertion;

*provided,however*, that theCompany shall bear and pay directly all costs and expenses (includingadditional interest and penalties) incurred in connection with such contest,and shall indemnify and hold you harmless, on an after-tax basis, for anyExcise Tax and income and employment tax (including interest and penalties)imposed as a result of such representation and payment of costs andexpenses.  The Company shall control allproceedings taken in connection with such contest, and, at its sole discretion,may pursue or forgo any and all administrative appeals, proceedings, hearingsand conferences with the applicable taxing authority in respect of suchassertion and may, at its sole discretion, either direct you to pay the taxasserted and sue for a refund or contest the claim in any permissible manner,and you agree to prosecute such contest to a determination before any administrativetribunal, in a court of initial jurisdiction and in one or more appellatecourts, as the Company shall determine; provided, however, that, if the Companydirects you to pay such claim and sue for a refund, the Company shall advancethe amount of such payment to you, on an interest-free basis, and shallindemnify and hold you harmless, on an after-tax basis, from any Excise Tax andincome and employment tax (including interest or penalties) imposed withrespect to such advance or with respect to any imputed income in connectionwith such advance; and provided, further, that any extension of the statute oflimitations relating to payment of taxes for the taxable year with respect towhich such contested amount is claimed to be due is limited solely to suchcontested amount.  Furthermore, theCompany’s control of the contest shall be limited to issues with respect towhich the Gross-Up Payment would be payable hereunder, and you shall beentitled to settle or contest, as the case may be, any other issue raised bythe Internal Revenue Service or any other taxing authority.

(3)                                  If,after the receipt by you of a Gross-Up Payment or an amount advanced by theCompany, you become entitled to receive any refund with respect to the ExciseTax to which such Gross-Up Payment relates or with respect to such claim, youshall (subject to the Company’s complying with the requirements of thisSection, if applicable) promptly pay to the Company the amount of such refund(together with any interest paid or credited thereon after taxes applicablethereto).  If, after the receipt by youof an amount advanced by the Company pursuant to this Section, a determinationis made that you shall not be entitled to any refund with respect to such claimand the Company does not notify you in writing of its intent to contest suchdenial of refund prior to the expiration of 30 days after suchdetermination, then such advance shall be forgiven

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and shall not be required to be repaid and the amountof such advance shall offset, to the extent thereof, the amount of Gross-UpPayment required to be paid.

(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 exceed       months (“COBRA Period”).  The Company will pay such COBRA Payments foryour eligible dependents only for coverage for which those dependents wereenrolled immediately prior to the Date of Termination.  You will continue to be required to pay thatportion of the premium of your health coverage, including coverage for your eligibledependents, that you were required to pay as an active employee immediatelyprior to the Date of Termination.  Within30 days following the end of the COBRA Period, the Company shall pay to you ina lump sum an amount equal to the product of (x) the amount of the COBRApayment paid on your behalf for the final month of the COBRA Period and (y) thenumber of months by which the Cobra Period was less than       .

(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       -month period after suchtermination, the Company shall arrange to provide you, at a cost not to exceed$5,000 in the aggregate, with life, disability, and accident insurance benefitssubstantially similar to those that you are receiving immediately prior to theNotice of Termination.  Benefitsotherwise receivable by you pursuant to this Subsection 4(v) shall be reducedto the extent comparable benefits are actually received by you from another employerduring the       -month period following yourtermination, and any such benefits actually received by you shall be reportedto 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, by offsetagainst any amount claimed to be owed by you to the Company (other than by anycash payments which may be available to you under the Company’s SeverancePolicy), or otherwise except as specifically provided 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,

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(ii) your death or(iii) such other date as will not result in such payment being subject tosuch interest and additional tax.  It isthe 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, theparties shall 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 same mannerand to the same extent that the Company would be required to perform it if nosuch succession had taken place.  Failureof the Company to obtain such assumption and agreement prior to theeffectiveness of any such succession shall be a breach of this Agreement andshall entitle you to compensation from the Company in the same amount and onthe 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, 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, noticesand all other communications provided for in the Agreement shall be in writingand shall be deemed to have been duly given when delivered or mailed by UnitedStates registered mail, return receipt requested, postage prepaid, addressed tothe respective addresses set forth on the first page of this Agreement,provided that all notices to the Company shall be directed to the attention ofthe Board with a copy to the

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Secretary of the Company, or to such other address as either party mayhave 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 UnitedStates federal laws do not otherwise apply, this Agreement shall be construedin accordance with and governed by the laws of the Cayman Islands.

8.  VALIDITY.  The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which shall remain in full force andeffect.

9.  COUNTERPARTS.  This Agreement may be executed in severalcounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument.

10.  ARBITRATION.  Any dispute or controversy arising under orin connection with this Agreement shall be settled exclusively by arbitrationin the State of Colorado, in accordance with the rules of the AmericanArbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court havingjurisdiction; provided, however, that you shall be entitled to seek specificperformance of your right to be paid until the Date of Termination during thependency of any dispute or controversy arising under or in connection with thisAgreement.

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If this letter sets forth our agreement on the subject matter hereof,kindly sign and return to the Company the enclosed copy of this letter whichwill then constitute our agreement on this subject.

Sincerely,

ApexSilver Mines Limited
| By                                                                                                                                                                                                                                                     |         |   |
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| Agreed to as of  the        day of                               . |
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| Signature:                                                                                                                                                                                                                                             |         |   |
|                                                                                                                                                                                                                                                   |  [Name] |
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**APPENDIX**

**FORM OF**

**GENERAL RELEASE**

I,                                      ,for good and valuable consideration, including the performance by Apex SilverMines Limited, a Cayman Islands company (the “Company”), of certain obligationsunder that certain Change of Control Agreement dated as of                         between myself and the Company (the “Change of Control Agreement”), do herebyrelease and forever discharge as of the date hereof, the Company and allpresent, future and former subsidiaries, affiliates, directors, officers,agents, attorneys, insurers, shareholders, representatives and employees of theCompany (including all subsidiaries, affiliates, directors, officers, agents,attorneys, insurers, shareholders, partners, representatives and employeesthereof), and the successors and assigns of each of them (collectively, the “ReleasedParties”) to the extent provided below.

1.  Except as provided inSection 2 below, I knowingly and voluntarily release and forever dischargethe Company and the other Released Parties from any and all claims,controversies, actions, causes of action, cross-claims, counter-claims,demands, debts, damages (however styled, including compensatory, liquidated,punitive or exemplary damages), claims for costs and attorneys’ fees, orliabilities of any nature whatsoever in law and in equity, both past andpresent (from the beginning of the world through the date of this GeneralRelease) and whether known or unknown, suspected, or claimed against theCompany or any of the Released Parties which I, my spouse, or any of my heirs,executors, administrators, representatives or assigns, have or may have, whicharise out of or are connected with my employment or association with, or myseparation or termination from, the Company (including, but not limited to, anyallegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the CivilRights Act of 1991, as amended; the Equal Pay Act of 1963, as amended; theAmericans with Disabilities Act of 1990, as amended; the Family and MedicalLeave Act of 1993, as amended; the Civil Rights Act of 1866, as amended; theAge Discrimination in Employment Act (29 U.S.C. § 621 et seq.),as amended (“ADEA”), subject to Section 15 below; the Worker Adjustment Retrainingand Notification Act, as amended; the Employee Retirement Income Security Actof 1974, as amended; any applicable Executive Order Programs; the Fair LaborStandards Act, as amended; or their state or local counterparts; or under anyother federal, state or local civil or human rights law, or under any otherlocal, state, or federal law, regulation or ordinance; or under any publicpolicy, contract or tort, or under common law; or arising under any policies,practices or procedures of the Company; or any claim for wrongful discharge,breach of contract, infliction of emotional distress, defamation; or any claimfor costs, fees, or other expenses, including attorneys’ fees incurred in thesematters) (all of the foregoing collectively referred to herein as the “Claims”).  As part of the release set forth in thisSection 1, I fully and forever covenant not to sue or cause to be sued theCompany or any other Released Party with respect to any Claims.

2.  This General Releaseshall not relinquish, diminish, or in any way affect (i) any accruedbenefits under the terms of the Change of Control Agreement or any other plansor programs of the Company which are due to me, or (ii) rights forindemnification as a director of the Company

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under the Company’scertificate of incorporation or bylaws for duly approved acts taken prior tothe date of this General Release, subject to the provisions thereof.

3.  I represent that I havemade no assignment or transfer of any Claims, or any other matter covered bySection 1 above.  I agree that Iwill indemnify, defend and hold harmless the Company from any and all Claims soassigned and transferred.  I have notbeen involved in any personal bankruptcy or other insolvency proceedings at anytime since I began my employment with the Company.  No child support orders, garnishment orders,or other orders requiring that money owed to me by the Company be paid to anyother person are now in effect.

4.  In signing this GeneralRelease, I acknowledge and intend that it shall be effective as a bar to eachand every one of the Claims hereinabove mentioned or implied that are releasedby me.  I further acknowledge and agreethat my separation from employment with the Company shall not serve as thebasis for any claim or action.  I agreethat this General Release shall be given full force and effect according toeach and all of its express terms and provisions, including those relating tounknown and unsuspected Claims (notwithstanding any state statute that expresslylimits the effectiveness of a general release of unknown, unsuspected andunanticipated Claims), if any, as well as those relating to any other Claimshereinabove mentioned or implied.  Iacknowledge and agree that this waiver is an essential and material term ofthis General Release.  I therefore agreethat in the event a Claim is brought seeking damages against me in violation ofthe terms of this General Release, or in the event a party should seek torecover against the other in any Claim brought by a governmental agency on suchparty’s behalf, this General Release shall serve as a complete defense to suchClaims.  I further agree that I am notaware of any pending or threatened charge or complaint of the type describedabove as of the execution of this General Release.

5.  I agree that, by mysignature below, I hereby resign from all positions, including any boardmemberships, related to the Company and its subsidiaries contemporaneously withthe execution of this General Release.

6.  I understand that thisGeneral Release embodies the complete agreement and understanding among theparties with respect to the subject matter hereof and supersedes and preemptsany prior understandings, agreements or representations by or among theparties, written or oral, which may have related to the subject matter hereofin any way.

7.  Whenever possible, eachprovision of this General Release shall be interpreted in such manner as to beeffective and valid under applicable law, but if any provision of this GeneralRelease is held by any court of competent jurisdiction to be invalid, illegalor unenforceable in any respect under any applicable law or rule in anyjurisdiction, such invalidity, illegality or unenforceability shall not affectany other provision or any other jurisdiction, but this General Release shallbe reformed, construed and enforced in such jurisdiction as if such invalid,illegal or unenforceable provision had never been contained herein.

8.  This General Releaseshall be binding in all respects upon, and shall inure to the benefit of, theheirs, successors and assigns of the parties hereto; provided that Iacknowledge that I may not assign my rights under the this General Releasewithout the prior written consent of the Company.  I agree, upon reasonable request of theCompany, to execute, acknowledge and deliver

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any additionalinstrument or documents that may be reasonably required to carry out theintentions of this General Release.  ThisGeneral Release may be executed in counterparts and facsimile signatures shallbe originals for all purposes.

9.  I agree that thisGeneral Release shall be interpreted and construed in accordance with the lawsof the State of Colorado and that any disputes arising under this GeneralRelease or by any asserted breach of it, or from the employment relationshipbetween the Company and Executive, shall be litigated in the state or federalcourts in Colorado and I consent to such jurisdiction.

10.  I represent that I amover the age of forty (40).  As part ofthe release set forth in Section 1, I knowingly and voluntarily agree towaive any rights or claims arising out of or relating to the ADEA (the “ADEAWaiver”) and acknowledge that I have been informed of the following:

a.                                       Irepresent and acknowledge that I am waiving any and all rights or claims that Imay have arising under the ADEA;

b.                                      Irepresent and acknowledge that I have been informed of my right to consult withan attorney regarding these ADEA rights, before executing this General Release;

c.                                       Iknow and understand that I am not waiving any rights or claims that may ariseafter the date this waiver of ADEA rights is executed;

d.                                      Iknow and understand that in exchange for the waiver of my rights under theADEA, I am receiving consideration in addition to any consideration to which Iam already entitled;

e.                                       BYSIGNING THIS GENERAL RELEASE, I REPRESENT AND ACKNOWLEDGE THAT I HAVE BEENINVITED AND ADVISED TO CONSULT AN ATTORNEY BEFORE SIGNING THIS DOCUMENT.  I acknowledge and understand that I have beengiven a period of at least twenty-one (21) days in which to consider theterms of the ADEA Waiver provided to me; and

f.                                         Iunderstand that I have the right to revoke this ADEA Waiver contained in thisGeneral Release at any time within seven (7) days after signing thisGeneral Release, by providing written notice to the following address:  Apex Silver Mines Limited,                                                             ,and that, upon such revocation, this General Release will not have any furtherlegal force and effect.  I furtherunderstand and agree that this General Release shall not become effective orenforceable until this seven day revocation period has expired.

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By signing this General Release, I further representand agree that:

(i)                                     Ihave read it carefully;

(ii)                                  Iunderstand all of its terms and know that I am giving up important rights,including but not limited to, rights under Title VII of the Civil RightsAct of 1964, as amended; the Equal Pay Act of 1963, as amended; the Americanswith Disabilities Act of 1990, as amended; and the Employee Retirement IncomeSecurity Act of 1974, as amended;

(iii)                               Ivoluntarily consent to everything in this General Release;

(iv)                              Ihave been advised to consult with an attorney before executing this GeneralRelease and I have done so or, after careful reading and consideration I havechosen not to do so of my own volition;

(v)                                 Ihave signed this General Release knowingly and voluntarily and with the adviceof any counsel retained to advise me with respect to this General Release;

(vi)                              Iagree that the provisions of this General Release may not be amended, waived,changed or modified except by an instrument in writing signed by an authorizedrepresentative of the Company and by me.
| DATE:                                  ,  20         |        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|
|                                                                                                                                                                                                                                                         | [Executive] |

 

Acknowledged and agreed to this           day of                               ,20      
| *** *** | ***Apex Silver Mines Limited,*** |
|--------------|----------------------------------|
|         | a Cayman Islands company         |
|         |                             |
|         |                             |
|         | By:                              |   |   |
|         | Name:                            |   |   |
|         | Title:                           |   |   |
|              |                                  |  |  |  |  |

 

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**SCHEDULETO FORM OF**

**CHANGE OF CONTROL AGREEMENT**

The followingtable contains a list of our officers who are party to the Change of ControlAgreement.  This agreement supersedes andreplaces the previous change of control agreement, if any, between the Companyand the officer.  As shown below, theonly terms of the agreement which differ are (1) the multiple of salary andbonus to be paid by the Company as provided in Section 4(iii)(B), and (2) theperiod of time for which benefits will be payable as provided in Sections 4(iv)and (v).
| **Name**           | ** ** | **Execution Date** | ** ** | **Salary/Bonus Multiple  (Section 4(iii)(B))** | ** ** | **Benefit Period  (Section 4(iv) and (v))** | ** ** |
|--------------------|------------|-------------------------|------------|----------------------------------------------------------|------------|-----------------------------------------------------------------|------------|
| Jeffrey  Clevenger |       | September  25, 2006     |       | Three                                                    |       | Thirty-Six  Months                                              |       |
| Alan Edwards       |       | September  25, 2006     |       | Three                                                    |       | Thirty-Six  Months                                              |       |
| Robert Blakestad   |       | September  25, 2006     |       | Two                                                      |       | Twenty-Four  Months                                             |       |
| Jerry Danni        |       | September  25, 2006     |       | Two                                                      |       | Twenty-Four  Months                                             |       |
| Marcel DeGuire     |       | September  25, 2006     |       | Two                                                      |       | Twenty-Four  Months                                             |       |
| Igor Levental      |       | September  25, 2006     |       | Two                                                      |       | Twenty-Four  Months                                             |       |
| Gerald Malys       |       | September  25, 2006     |       | Two                                                      |       | Twenty-Four  Months                                             |       |
| Terry Owen         |       | September  25, 2006     |       | Two                                                      |       | Twenty-Four  Months                                             |       |
| Donald Ratcliff    |       | November  1, 2006       |       | Two                                                      |       | Twenty-Four  Months                                             |       |
| Robert Vogels      |       | September 25, 2006      |       | Two                                                      |       | Twenty-Four Months                                              |       |

 

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