Employment Agreement 






        This
Agreement is made effective on the 15th day of July, 2004, between Coeur d’ Alene
Mines Corporation (“Company”) and Alan Wilder, (“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-Project Development, and Employee accepts such employment, on           the
terms and conditions of this Agreement.  



2.     Term Of
Employment. The initial term of employment shall be from July 15,           2004
through the 14th day of July, 2006, unless sooner terminated as herein
          provided. It is further agreed that this Agreement automatically renews from
          day-to-day so that Company and Employee are at all times bound to this
Agreement           for a period of two years, unless either party gives the other party
written           notice of intention to terminate this Agreement at the end of two years
from the           date of receipt of such notice. 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 $220,000 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, and it being
          further understood that the salary for the month of July 2004 shall be prorated
          in accordance with the number of days in that month commencing with July 15th;  





        (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, including welfare benefit plans, which           exist
for the executive staff of the Company;  












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        (c)                 Employee
shall be entitled to earn a bonus payable in cash equal to no less than           40% of
his annual incentive target award, which is the potential sum of $88,600           and a
maximum of $176,000. In addition, Employee shall be entitled to earn a           bonus
under the long term plan with a target level of 75% or a potential           $165,000.
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 August 2004 and prorated for the month of           July
2004.  





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 him from time-to-time by the Chief Executive           Officer of Company
or his designee.  



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





5.     Vacation.
Employee shall be entitled to four weeks vacation during each           calendar year of
this Agreement, during which the compensation provided in this           Agreement shall
be paid in full. Entitlement to vacation shall commence at the           end of the first
full year of employment.  



6.     Disability.
In the event Employee becomes disabled (inability or           incapacity due to physical
or mental illness or injury to perform his duties)           during the term of this
Agreement, which renders him unable to perform his           duties, he 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.  











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        (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
his 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 provision of 401K,
          Defined Contribution Plan, life insurance, accidental death and dismemberment,
          vehicle allowance and disability insurance, but including the target annual
          incentive bonus and the long term incentive bonus (it being understood,
however,           as to the incentive plans the Plan documents control the Employee’s
          rights), shall be paid or provided in full to Employee in accordance with this
          Agreement, for the period of the remaining duration of this Agreement. (To
          illustrate, for the purpose of clarity, the meaning of the phrase
          “remaining duration”, the parties understand that it is possible that
          a party may give notice of termination in accordance with paragraph 2 above,
          thereby establishing a termination date, and later, termination might occur in
          accordance with this paragraph 7(e), in which event payment of compensation may
          be for a period of less than two years.) It is agreed that Company may set-off
          against the compensation due to Employee under this subparagraph any items of
          like compensation which Employee receives from other employment after the date
          of termination.  





        (f)                 By
the Company for cause, which means that Employee has failed to perform his
          duties after having received from the Company a written notice that his duties
          are not being performed, which written notice shall specify how performance is
          deficient, and Employee then fails to resume performance promptly after receipt
          of notice and failure of performance is not rectified. For cause also means
          conviction of a felony or engagement in illegal conduct which is injurious to
          the Company, in either such case Company need not allow Employee to rectify
          nonperformance. “Deficient” performance means misfeasance or
          nonfeasance of duty which was intended to, or does, 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); dishonesty in the performance of Employee’s duties and material
          breach by Employee of the covenants contained in paragraph 4 above.  











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        (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.  





        (h)                 By
Employee for Good Reason. For the purposes of this Agreement “Good           Reason” is
defined to mean (i) a material reduction in Employee’s           responsibilities,
authorities or duties; 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 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) (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 all information acquired in           connection with his
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 by him.  



9.     Specific
Performance. Employee understands that the obligations           undertaken by him 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.  











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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 to be           conducted in Coeur d’ alene,
Idaho in accordance with the Labor Arbitration           Rules of Procedure of the
American Arbitration Association and the laws of the           State of Idaho governing
arbitration of disputes.  



11.    Other
Items. 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. No provision of this Agreement           shall
be waived by conduct of the parties or in any other way. This Agreement           and its
validity, interpretation, construction and performance shall be governed           by the
laws of the State of Idaho. 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	












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Attachment A 



EXECUTIVE SEVERANCE
AGREEMENT 



        THIS
AGREEMENT, dated as of July 15, 2004, is made and entered into between Coeur d’ Alene
Mines Corporation (the “Company”) and Alan Wilder (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 15, 2004. 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 15,
          2004. 



     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 between the parties of July 15, 2004 and
          shall continue from day-to-day until terminated in accordance with the
          termination provisions of the Employment Agreement of July 15, 2004, 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. 












     4.    
          Change of 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 if (a) 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 (b) 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 (c) 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 (d) 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. 


                    




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               	(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. 


                    



               	(d) 	    
                                        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 2003 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. 


                    



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               	(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 2003 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. 




4 









     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. 



     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:  	Alan
Wilder
170 West Linda Vista
Oro Valley, AZ 85737






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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. 



     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 & President












		
	THE EXECUTIVE  	   

	

 	Title:________________________________________













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