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                                                                     EXHIBIT 4.6


                                    FORM OF
                               SUPPORT AGREEMENT


               AGREEMENT made as of __________________, 2004, between Coeur
d'Alene Mines Corporation, a corporation existing under the laws of Idaho
(hereinafter referred to as "COEUR CORP."), Coeur d'Alene Mines Holdings
Company, a corporation existing under the laws of Idaho (hereinafter referred to
as ("COEUR HOLDINGS"), Coeur d'Alene Acquisition ULC, a corporation existing
under the laws of Nova Scotia (hereinafter referred to as "COEUR ULC") and Coeur
d'Alene Canadian Acquisition Corporation, a corporation existing under the laws
of New Brunswick (hereinafter referred to as "ACQUISITIONCO").

               WHEREAS Coeur Corp., together with Coeur Holdings, Coeur ULC and
Acquisitionco has offered, by way of a public take-over bid, to acquire any and
all of the outstanding common shares of Wheaton River Minerals Ltd. in
consideration for, among other things, Exchangeable Shares of Acquisitionco;

               AND WHEREAS holders of Exchangeable Shares will be entitled to
require Acquisitionco to redeem such Exchangeable Shares and upon such
redemption each Exchangeable Share shall be exchanged by Acquisitionco for,
among other things, one share of Coeur Common Stock (as hereinafter defined);

               AND WHEREAS Coeur (as hereinafter defined) intends to grant to
and in favour of Non-Affiliated Holders (as hereinafter defined) from time to
time of Exchangeable Shares the right to require Coeur or, at the option of
Coeur, Coeur ULC, to purchase from each Non-Affiliated Holder all or any part of
the Exchangeable Shares held by the Non-Affiliated Holder;

               AND WHEREAS the parties desire to make appropriate provision and
to establish a procedure whereby Coeur will take certain actions and make
certain payments and deliveries necessary to ensure that Acquisitionco and Coeur
ULC will be able to make certain payments and to deliver or cause to be
delivered shares of Coeur Common Stock in satisfaction of the obligations of
Acquisitionco and/or Coeur ULC under the Share Provisions (as hereinafter
defined) and this agreement;

               NOW THEREFORE, in consideration of the respective covenants and
agreements provided in this agreement and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties agree as follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1    DEFINED TERMS

               Each initially capitalized term used and not otherwise defined
herein shall have the meaning ascribed thereto in the rights, privileges,
restrictions and conditions (collectively, the "SHARE PROVISIONS") attaching to
the Exchangeable Shares as set out in the articles of Acquisitionco and the
following terms will have the following meanings. In this agreement, "INCLUDING"
means "including without limitation" and "includes" means "includes without
limitation".



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        (a)     "COEUR" means, prior to the Coeur Reorganization, Coeur Corp.
                and, following the Coeur Reorganization, Coeur Holdings, which
                is intended to be the successor registrant to Coeur Corp.

        (b)    "COEUR REORGANIZATION" means the holding company reorganization
               whereby Coeur Corp. will become a wholly-owned subsidiary of
               Coeur Holdings and the name of Coeur Holdings will be changed to
               "Coeur d'Alene Mines Corporation" and in connection therewith
               Coeur Holdings will become the successor registrant to Coeur
               Corp.

        (c)     "EFFECTIVE DATE" means the date on which Acquisitionco first
                takes up shares of Wheaton River Minerals Ltd. under the offer
                to purchase pursuant to the take-over bid.

        (d)    "NON-AFFILIATED HOLDERS" means the registered holders of
               Exchangeable Shares other than Coeur and its Subsidiaries.

        (e)    "TRUSTEE" means ___________________ and, subject to the
               provisions of the Voting and Exchange Trust Agreement, includes
               any successor trustee or permitted assigns.

        (f)    "SPECIAL VOTING SHARE" means the one share of special voting
               preference stock par value US$1.00, issued by Coeur to and
               deposited with the Trustee, which entitles the holder of record
               to a number of votes at meetings of holders of Coeur Common Stock
               equal to the number of Exchangeable Shares outstanding from time
               to time that are held by Non-Affiliated Holders.

SECTION 1.2    INTERPRETATION NOT AFFECTED BY HEADINGS

               The division of this agreement into Articles, Sections and other
portions and the insertion of headings are for convenience of reference only and
do not affect the construction or interpretation of this agreement. Unless
otherwise specified, references to an "ARTICLE" or "SECTION" refer to the
specified Article or Section of this agreement.

SECTION 1.3    NUMBER, GENDER

               Words importing the singular number only shall include the plural
and vice versa. Words importing any gender shall include all genders.

SECTION 1.4    DATE FOR ANY ACTION

               If any date on which any action is required to be taken under
this agreement is not a Business Day, such action shall be required to be taken
on the next succeeding Business Day.

SECTION 1.5    PAYMENTS

               All payments to be made hereunder will be made without interest
and less any tax required by Canadian law to be deducted and withheld.




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SECTION 1.6    CURRENCY

               In this agreement, unless stated otherwise, all dollar amounts
are in Canadian dollars.

                                    ARTICLE 2
                      COVENANTS OF COEUR AND ACQUISITIONCO

SECTION 2.1    COVENANTS REGARDING EXCHANGEABLE SHARES

               So long as any Exchangeable Shares are outstanding, Coeur will:

        (a)    not declare or pay any dividend on the Coeur Common Stock unless
               Acquisitionco shall (i) simultaneously declare or pay, as the
               case may be, an equivalent dividend on the Exchangeable Shares
               (an "EQUIVALENT DIVIDEND"), and (ii) have sufficient money or
               other assets or authorized but unissued securities available to
               enable the due declaration and the due and punctual payment, in
               accordance with applicable law, of any such Equivalent Dividend;

        (b)    advise Acquisitionco sufficiently in advance of the declaration
               by Coeur of any dividend on the Coeur Common Stock and take all
               such other actions as are necessary, in co-operation with
               Acquisitionco, to ensure that the respective declaration date,
               record date and payment date for an Equivalent Dividend on the
               Exchangeable Shares shall be the same as the declaration date,
               record date and payment date for the corresponding dividend on
               the Coeur Common Stock and that such dividend on the Exchangeable
               Shares shall comply with any requirements of the stock exchange
               on which the Exchangeable Shares are listed;

        (c)    ensure that the record date for determining shareholders entitled
               to receive any dividend declared on the Coeur Common Stock is not
               less than 10 Business Days after the declaration date for such
               dividend or such shorter period as may be permitted under
               applicable law;

        (d)    take all such actions and do all such things as are reasonably
               necessary or desirable to enable and permit Acquisitionco, in
               accordance with applicable law, to pay and otherwise perform its
               obligations with respect to the satisfaction of the Liquidation
               Amount, in respect of each issued and outstanding Exchangeable
               Share upon the liquidation, dissolution or winding-up of
               Acquisitionco or any other distribution of the assets of
               Acquisitionco among its shareholders for the purpose of winding
               up its affairs including, without limitation, all such actions
               and all such things as are necessary or desirable to enable and
               permit Acquisitionco to cause to be delivered shares of Coeur
               Common Stock to the holders of Exchangeable Shares in accordance
               with the provisions of Article 5 of the Share Provisions;

        (e)    take all such actions and do all such things as are reasonably
               necessary or desirable to enable and permit Acquisitionco, in
               accordance with applicable law, to pay and otherwise perform its
               obligations with respect to the satisfaction of the Retraction
               Price and the Redemption Price, including, without limitation,
               all such



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               actions and all such things as are necessary or desirable to
               enable and permit Acquisitionco to cause to be delivered shares
               of Coeur Common Stock to the holders of Exchangeable Shares, upon
               the redemption of Exchangeable Shares in accordance with the
               provisions of Article 6 or Article 7 of the Share Provisions;

        (f)    take all such actions and do all such things as are reasonably
               necessary or desirable to enable and permit Coeur ULC or Coeur,
               in accordance with applicable law, to perform its obligations
               arising upon the exercise by it of the Liquidation Call Right,
               the Retraction Call Right or the Redemption Call Right, including
               all such actions and all such things as are necessary or
               desirable to enable and permit Coeur ULC or Coeur to cause to be
               delivered shares of Coeur Common Stock to the holders of
               Exchangeable Shares in accordance with the provisions of the
               Liquidation Call Right, the Retraction Call Right or the
               Redemption Call Right, as the case may be; and

        (g)    not exercise its vote as a shareholder to initiate the voluntary
               liquidation, dissolution or winding up of Acquisitionco or any
               other distribution of the assets of Acquisitionco among its
               shareholders for the purpose of winding up its affairs, nor take
               any action or omit to take any action that is designed to result
               in the liquidation, dissolution or winding up of Acquisitionco or
               any other distribution of the assets of Acquisitionco among its
               shareholders for the purpose of winding up its affairs.

SECTION 2.2    SEGREGATION OF FUNDS

               Coeur will cause Acquisitionco to deposit a sufficient amount of
funds in a separate account of Acquisitionco and segregate a sufficient amount
of such other assets and property as is necessary to enable Acquisitionco to pay
or otherwise satisfy the applicable dividends, Liquidation Amount, Retraction
Price or Redemption Price, once such amounts become payable under the terms of
this agreement or the Share Provisions, in each case for the benefit of
Non-Affiliated Holders from time to time of the Exchangeable Shares, and to use
such funds and other assets so segregated exclusively for the payment of
dividends and the payment or other satisfaction of the Liquidation Amount, the
Retraction Price or the Redemption Price, as applicable.

SECTION 2.3    RESERVATION OF COEUR COMMON STOCK

               Coeur hereby represents, warrants and covenants in favour of
Acquisitionco and Coeur ULC that Coeur has reserved for issuance and will, at
all times while any Exchangeable Shares are outstanding, keep available, free
from pre-emptive and other rights, out of its authorized and unissued capital
stock such number of shares of Coeur Common Stock (or other shares or securities
into which Coeur Common Stock may be reclassified or changed as contemplated by
Section 2.7): (a) as is equal to the sum of (i) the number of Exchangeable
Shares issued and outstanding from time to time and (ii) the number of
Exchangeable Shares issuable upon the exercise of all rights to acquire
Exchangeable Shares outstanding from time to time; and (b) as are now and may
hereafter be required to enable and permit each of Coeur, Coeur ULC and
Acquisitionco to meet its obligations under the Voting and Exchange Trust
Agreement, under the Share Provisions and under any other security or commitment
pursuant to



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which Coeur, Coeur ULC and Acquisitionco may now or hereafter be required to
issue and/or deliver shares of Coeur Common Stock to the Non-Affiliated Holders.

SECTION 2.4    NOTIFICATION OF CERTAIN EVENTS

               In order to assist Coeur to comply with its obligations hereunder
and to permit Coeur ULC to exercise the Liquidation Call Right, Retraction Call
Right and Redemption Call Right, Acquisitionco will notify Coeur of each of the
following events at the time set forth below:

        (a)    in the event of any determination by the Board of Directors of
               Acquisitionco to institute voluntary liquidation, dissolution or
               winding-up proceedings with respect to Acquisitionco or to effect
               any other distribution of the assets of Acquisitionco among its
               shareholders for the purpose of winding up its affairs, at least
               60 days prior to the proposed effective date of such liquidation,
               dissolution, winding-up or other distribution;

        (b)    immediately, upon the earlier of (i) receipt by Acquisitionco of
               notice of, and (ii) Acquisitionco otherwise becoming aware of,
               any threatened or instituted claim, suit, petition or other
               proceedings with respect to the involuntary liquidation,
               dissolution or winding-up of Acquisitionco or to effect any other
               distribution of the assets of Acquisitionco among its
               shareholders for the purpose of winding up its affairs;

        (c)    immediately, upon receipt by Acquisitionco of a Retraction
               Request;

        (d)    at least 30 days prior to any Redemption Date determined by the
               Board of Directors of Acquisitionco in accordance with the Share
               Provisions; and

        (e)    as soon as practicable upon the issuance by Acquisitionco of any
               Exchangeable Shares or rights to acquire Exchangeable Shares.

SECTION 2.5    DELIVERY OF COEUR COMMON STOCK

               Upon notice of any event that requires Acquisitionco or Coeur ULC
to cause to be delivered Coeur Common Stock to any holder of Exchangeable
Shares, Coeur shall, in any manner deemed appropriate by it, provide such shares
or cause such shares to be provided to Acquisitionco or Coeur ULC, as
appropriate, which shall forthwith deliver or cause to be delivered the
requisite number of Coeur Common Stock to or for the benefit of the former
holder of the surrendered Exchangeable Shares. All such shares of Coeur Common
Stock shall be duly authorized and validly issued as fully paid, non-assessable,
free of pre-emptive rights and shall be free and clear of any lien, claim,
encumbrance, security interest or adverse claim. In consideration for the
issuance and delivery of each such share of Coeur Common Stock, Acquisitionco or
Coeur ULC, as the case may be, shall subscribe a cash amount or pay a purchase
price equal to the fair market value of the shares of Coeur Common Stock.



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SECTION 2.6    QUALIFICATION OF COEUR COMMON STOCK

               Coeur covenants that it will make such filings and seek such
regulatory consents and approvals as are necessary so that the shares of Coeur
Common Stock to be issued to holders of Exchangeable Shares pursuant to the
terms of the Share Provisions, the Voting and Exchange Trust Agreement and this
agreement will be issued in compliance with the applicable securities laws in
Canada and the United States and may be freely traded thereafter (other than by
holders who are Affiliates of Coeur within the meaning of U.S. securities laws).
Coeur will in good faith expeditiously take all such actions and do all such
things as are reasonably necessary or desirable to cause all shares of Coeur
Common Stock to be delivered hereunder to be listed, quoted or posted for
trading on all stock exchanges and quotation systems on which outstanding shares
of Coeur Common stock have been listed by Coeur and remain listed and are quoted
or posted for trading at such time.

SECTION 2.7    ECONOMIC EQUIVALENCE

        (a)    Coeur will not without prior approval of Acquisitionco and the
               prior approval of the holders of the Exchangeable Shares given in
               accordance with Section 9.2 of the Share Provisions:

               (i)    issue or distribute shares of Coeur Common Stock (or
                      securities exchangeable for or convertible into or
                      carrying rights to acquire shares of Coeur Common Stock)
                      to the holders of all or substantially all of the then
                      outstanding Coeur Common Stock by way of stock dividend or
                      other distribution, other than an issue of shares of Coeur
                      Common Stock (or securities exchangeable for or
                      convertible into or carrying rights to acquire shares of
                      Coeur Common Stock) to holders of shares of Coeur Common
                      Stock who exercise an option to receive dividends in Coeur
                      Common Stock (or securities exchangeable for or
                      convertible into or carrying rights to acquire Coeur
                      Common Stock) in lieu of receiving cash dividends; or

               (ii)   issue or distribute rights, options or warrants to the
                      holders of all or substantially all of the then
                      outstanding shares of Coeur Common Stock entitling them to
                      subscribe for or to purchase shares of Coeur Common Stock
                      (or securities exchangeable for or convertible into or
                      carrying rights to acquire shares of Coeur Common Stock);
                      or

               (iii)  issue or distribute to the holders of all or substantially
                      all of the then outstanding shares of Coeur Common Stock
                      (A) shares or securities (including evidence of
                      indebtedness) of Coeur of any class other than Coeur
                      Common Stock (or securities convertible into or
                      exchangeable for or carrying rights to acquire shares of
                      Coeur Common Stock), or (B) rights, options or warrants
                      other than those referred to in Section 2.7(a)(ii) above,
                      or (C) assets of Coeur;

               unless (x) Acquisitionco is permitted under applicable law to
               issue or distribute the economic equivalent on a per share basis
               of such rights, options, securities, shares, evidences of
               indebtedness or other assets to holders of the Exchangeable
               Shares and (y) Acquisitionco shall issue or distribute such
               rights, options,



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               securities, shares, evidences of indebtedness or other assets
               simultaneously to holders of the Exchangeable Shares.

        (b)    Coeur will not without the prior approval of Acquisitionco and
               the prior approval of the holders of the Exchangeable Shares
               given in accordance with Section 9.2 of the Share Provisions:

               (i)    subdivide, redivide or change the then outstanding shares
                      of Coeur Common Stock into a greater number of shares of
                      Coeur Common Stock; or

               (ii)   reduce, combine, consolidate or change the then
                      outstanding shares of Coeur Common Stock into a lesser
                      number of shares of Coeur Common Stock; or

               (iii)  reclassify or otherwise change the shares of Coeur Common
                      Stock or effect an amalgamation, merger, reorganization or
                      other transaction affecting the shares of Coeur Common
                      Stock;

               unless (x) Acquisitionco is permitted under applicable law
               simultaneously to make the same or an economically equivalent
               change to, or in the rights of holders of, the Exchangeable
               Shares, and (y) the same or an economically equivalent change is
               made to, or in the rights of the holders of, the Exchangeable
               Shares.

        (c)    Coeur will ensure that the record date for any event referred to
               in Section 2.7(a) or Section 2.7(b), or (if no record date is
               applicable for such event) the effective date for any such event,
               is not less than ten Business Days after the date on which such
               event is declared or announced by Coeur (with simultaneous
               notification thereof by Coeur to Acquisitionco).

        (d)    The Board of Directors of Acquisitionco shall determine, acting
               in good faith and in its sole discretion (with the assistance of
               such reputable and qualified independent financial advisors
               and/or other experts as the board may require), economic
               equivalence for the purposes of any event referred to in Section
               2.7(a) or Section 2.7(b) and each such determination shall be
               conclusive and binding on Coeur. In making each such
               determination, the following factors shall, without excluding
               other factors determined by the Board of Directors of
               Acquisitionco to be relevant, be considered by the Board of
               Directors of Acquisitionco:

               (i)    in the case of any stock dividend or other distribution
                      payable in shares of Coeur Common Stock, the number of
                      such shares issued in proportion to the number of shares
                      of Coeur Common Stock previously outstanding;

               (ii)   in the case of the issuance or distribution of any rights,
                      options or warrants to subscribe for or purchase shares of
                      Coeur Common Stock (or securities exchangeable for or
                      convertible into or carrying rights to acquire shares of
                      Coeur Common Stock), the relationship between the exercise
                      price of each



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                      such right, option or warrant and the Current Market Price
                      of a share of Coeur Common Stock;

               (iii)  in the case of the issuance or distribution of any other
                      form of property (including, without limitation, any
                      shares or securities of Coeur of any class other than
                      Coeur Common Stock, any rights, options or warrants other
                      than those referred to in Section 2.7(d)(ii), any
                      evidences of indebtedness of Coeur or any assets of
                      Coeur), the relationship between the fair market value (as
                      determined by the Board of Directors of Acquisitionco in
                      the manner above contemplated) of such property to be
                      issued or distributed with respect to each outstanding
                      share of Coeur Common Stock and the Current Market Price
                      of a share of Coeur Common Stock;

               (iv)   in the case of any subdivision, redivision or change of
                      the then outstanding shares of Coeur Common Stock into a
                      greater number of shares of Coeur Common Stock or the
                      reduction, combination, consolidation or change of the
                      then outstanding shares of Coeur Common Stock into a
                      lesser number of shares of Coeur Common Stock or any
                      amalgamation, merger, reorganization or other transaction
                      affecting the Coeur Common Stock, the effect thereof upon
                      the then outstanding shares of Coeur Common Stock; and

               (v)    in all such cases, the general taxation consequences of
                      the relevant event to holders of Exchangeable Shares to
                      the extent that such consequences may differ from the
                      taxation consequences to holders of shares of Coeur Common
                      Stock as a result of differences between taxation laws of
                      Canada and the United States (except for any differing
                      consequences arising as a result of differing marginal
                      taxation rates and without regard to the individual
                      circumstances of holders of Exchangeable Shares).

SECTION 2.8    TENDER OFFERS

               In the event that a cash offer, share exchange offer, issuer bid,
take-over bid or similar transaction with respect to Coeur Common Stock (an
"OFFER") is proposed by Coeur or is proposed to Coeur or its shareholders and is
recommended by the board of directors of Coeur, or is otherwise effected or to
be effected with the consent or approval of the board of directors of Coeur,
Coeur will use reasonable efforts (to the extent, in the case of an Offer by a
third party, within its control) expeditiously and in good faith to take all
such actions and do all such things as are necessary or desirable to enable and
permit holders of Exchangeable Shares to participate in such Offer to the same
extent and on an economically equivalent basis as the holders of shares of Coeur
Common Stock, without discrimination. Without limiting the generality of the
foregoing, Coeur will use reasonable efforts expeditiously and in good faith to
ensure that holders of Exchangeable Shares may participate in each such Offer
without being required to retract Exchangeable Shares as against Acquisitionco
(or, if so required, to ensure that any such retraction, shall be effective only
upon, and shall be conditional upon, the closing of such Offer and only to the
extent necessary to tender or deposit to the Offer). Nothing herein shall affect
the



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right of Acquisitionco to redeem, or Coeur or Coeur ULC to purchase pursuant to
the Redemption Call Right, Exchangeable Shares.

SECTION 2.9    COEUR AND AFFILIATES NOT TO VOTE EXCHANGEABLE SHARES

               Coeur covenants and agrees that it will appoint and cause to be
appointed proxyholders with respect to all Exchangeable Shares held by it and
its Subsidiaries for the sole purpose of attending each meeting of holders of
Exchangeable Shares in order to be counted as part of the quorum for each such
meeting. Coeur further covenants and agrees that it will not, and will cause its
Subsidiaries not to, exercise any voting rights that may be exercisable by
holders of Exchangeable Shares from time to time pursuant to the Share
Provisions or pursuant to the provisions of the NBBCA (or any successor or other
corporate statute by which Acquisitionco may in the future be governed) with
respect to any Exchangeable Shares held by it or by its Subsidiaries in respect
of any matter considered at any meeting of holders of Exchangeable Shares.

SECTION 2.10   STOCK EXCHANGE LISTING

               Coeur covenants and agrees in favour of Acquisitionco that Coeur
will use its best efforts to maintain a listing of the Exchangeable Shares on
the TSX or another stock exchange in Canada prescribed under the Income Tax Act
(Canada).

SECTION 2.11   DUE PERFORMANCE

               On and after the Effective Date, Coeur shall, and shall cause
Coeur ULC to, duly and timely perform all of its obligations provided for herein
and that may arise under the Share Provisions, and Coeur shall be responsible
for the due performance of all of such obligations hereunder and under the Share
Provisions.

SECTION 2.12   ISSUE OF ADDITIONAL SHARES

               During the term of this agreement, Coeur will not issue any
Special Voting Shares other than the one Special Voting Share to be issued to
the Trustee.

SECTION 2.13   OWNERSHIP OF OUTSTANDING SHARES

               Without the prior approval of Acquisitionco and the prior
approval of the holders of the Exchangeable Shares given in accordance with
Section 11.2 of the Share Provisions, Coeur covenants and agrees in favour of
Acquisitionco that, as long as any outstanding Exchangeable Shares are owned by
Non-Affiliated Holders, Coeur will be and remain the direct or indirect
beneficial owner of all issued and outstanding voting shares in the capital of
Acquisitionco and Coeur ULC.



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                                    ARTICLE 3
                                COEUR SUCCESSORS

SECTION 3.1     CERTAIN REQUIREMENTS IN RESPECT OF COMBINATION, ETC.

               Coeur shall not enter into any transaction (whether by way of
reconstruction, reorganization, consolidation, arrangement, merger, transfer,
sale, lease or otherwise) whereby all or substantially all of its undertaking,
property and assets would become the property of any other person or, in the
case of a merger, of the continuing corporation resulting therefrom unless, but
may do so if:

        (a)    such other person or continuing corporation (the "COEUR
               SUCCESSOR") by operation of law, becomes, without more, bound by
               the terms and provisions of this agreement or, if not so bound,
               executes, prior to or contemporaneously with the consummation of
               such transaction, an agreement supplemental hereto and such other
               instruments (if any) as are necessary or advisable to evidence
               the assumption by the Coeur Successor of liability for all moneys
               payable and property deliverable hereunder and the covenant of
               such Coeur Successor to pay and deliver or cause to be delivered
               the same and its agreement to observe and perform all the
               covenants and obligations of Coeur under this agreement; and

        (b)    such transaction shall be upon such terms and conditions as
               substantially to preserve and not to impair in any material
               respect any of the rights, duties, powers and authorities of the
               other parties hereunder or the holders of the Exchangeable
               Shares.

SECTION 3.2    VESTING OF POWERS IN SUCCESSOR

               Whenever the conditions of Section 3.1 have been duly observed
and performed, the parties, if required by Section 3.1, shall execute and
deliver the supplemental agreement provided for in Section 3.1(a) and thereupon
the Coeur Successor and such other person that may then be the issuer of the
Coeur Common Stock shall possess and from time to time may exercise each and
every right and power of Coeur under this agreement in the name of Coeur or
otherwise and any act or proceeding by any provision of this agreement required
to be done or performed by the board of directors of Coeur or any officers of
Coeur may be done and performed with like force and effect by the directors or
officers of such Coeur Successor.

SECTION 3.3    WHOLLY-OWNED SUBSIDIARIES

               Nothing herein shall be construed as preventing the amalgamation
or merger of any wholly-owned Subsidiary of Coeur with or into Coeur or the
winding-up, liquidation or dissolution of any wholly-owned Subsidiary of Coeur,
provided that all of the assets of such Subsidiary are transferred to Coeur or
another wholly-owned Subsidiary of Coeur, and any such transactions are
expressly permitted by this Article 3.




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                                    ARTICLE 4
                                     GENERAL

SECTION 4.1    TERM

               This agreement shall come into force and be effective as of the
date hereof and shall terminate and be of no further force and effect at such
time as no Exchangeable Shares (or securities or rights convertible into or
exchangeable for or carrying rights to acquire Exchangeable Shares) are held by
Non-Affiliated Holders.

SECTION 4.2    CHANGES IN CAPITAL OF COEUR AND ACQUISITIONCO

               At all times after the occurrence of any event contemplated
pursuant to Section 2.7 and Section 2.8 hereof or otherwise, as a result of
which either the Coeur Common Stock or the Exchangeable Shares or both are in
any way changed, this agreement shall forthwith be amended and modified as
necessary in order that it shall apply with full force and effect, mutatis
mutandis, to all new securities into which the Coeur Common Stock or the
Exchangeable Shares or both are so changed and the parties hereto shall execute
and deliver a supplemental agreement in writing giving effect to and evidencing
such necessary amendments and modifications.

SECTION 4.3    SEVERABILITY

               If any term or other provision of this agreement is invalid,
illegal or incapable of being enforced by any rule or law, or public policy, all
other conditions and provisions of this agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the fullest extent
possible.

SECTION 4.4    AMENDMENTS, MODIFICATIONS

        (a)    Subject to Section 4.2, Section 4.3, Section 4.4  and Section 4.5
               of this agreement may not be amended or modified except by an
               agreement in writing executed by Acquisitionco, Coeur ULC and
               Coeur and approved by the holders of the Exchangeable Shares in
               accordance with Section 9.2 of the Share Provisions.

        (b)    No amendment or modification or waiver of any of the provisions
               of this agreement otherwise permitted hereunder shall be
               effective unless made in writing and signed by all of the parties
               hereto.

SECTION 4.5    MINISTERIAL AMENDMENTS

               Notwithstanding the provisions of Section 4.4 hereof, the parties
to this agreement may in writing at any time and from time to time, without the
approval of the holders of the Exchangeable Shares, amend or modify this
agreement for the purposes of:



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        (a)    adding to the covenants of any or all of the parties hereto for
               the protection of the Non-Affiliated Holders;

        (b)    evidencing the succession of Coeur Successors and the covenants
               of and obligations assumed by each such Coeur Successor in
               accordance with the provisions of Article 3;

        (c)    making such amendments or modifications not inconsistent with
               this agreement as may be necessary or desirable with respect to
               matters or questions which, in the opinion of the board of
               directors of each of Acquisitionco, Coeur ULC and Coeur, having
               in mind the best interests of the Non-Affiliated Holders as a
               whole, it may be expedient to make, provided that each such board
               of directors shall be of the opinion that such amendments or
               modifications will not be prejudicial in any material respect to
               the rights or interests of the Non-Affiliated Holders as a whole
               of the Exchangeable Shares; or

        (d)    making such changes or corrections which, on the advice of
               counsel to Acquisitionco, Coeur ULC and Coeur, are required for
               the purpose of curing or correcting any ambiguity or defect or
               inconsistent provision or clerical omission or mistake or
               manifest error, provided that the boards of directors of each of
               Acquisitionco, Coeur ULC and Coeur shall be of the opinion that
               such changes or corrections will not be prejudicial in any
               material respect to the rights or interests of the Non-Affiliated
               Holders.

SECTION 4.6    MEETING TO CONSIDER AMENDMENTS

               Acquisitionco, at the request of Coeur, shall call a meeting or
meetings of the holders of Exchangeable Shares for the purpose of considering
any proposed amendment or modification requiring approval pursuant to Section
4.4 hereof. Any such meeting or meetings shall be called and held in accordance
with the bylaws of Acquisitionco, the Share Provisions and all applicable laws.

SECTION 4.7    ENUREMENT

               This agreement shall be binding upon and enure to the benefit of
the parties hereto and their respective successors and assigns.

SECTION 4.8    NOTICES TO PARTIES

               Any notice and other communications required or permitted to be
given pursuant to this agreement shall be sufficiently given if delivered in
person or if sent by facsimile transmission (provided such transmission is
recorded as being transmitted successfully) to the parties at the following
addresses:



                                     - 12 -
<PAGE>
        (a)    in the case of Coeur, to the following address:

                      400 Coeur d'Alene Mines Building
                      505 Front Avenue
                      Coeur d'Alene, Idaho
                      83814

                      Facsimile No.: (208) 667-2213
                      Attention:     James Sabala

               with a copy to:

                      William F. Boyd
                      801 Sherman Avenue, Suite 1
                      Coeur d'Alene, Idaho
                      83814

                      Facsimile No.: (208) 665-0864

        (b)    in the case of Coeur ULC, to the following address:

                      Suite 900, Purdy's Wharf Tower One
                      1959 Upper Water Street
                      P.O. Box 997. Stn. Central
                      Halifax, Nova Scotia
                      B3J 2X2

                      Facsimile No.: (902) 420-1417
                      Attention:     Corporate Secretary

               with a copy to:

                      Goodmans LLP
                      250 Yonge Street
                      Suite 2400
                      Toronto, ON M5B 2M6

                      Facsimile No.: (416) 979-1234
                      Attention:     Stephen Halperin or Jonathan Lampe

        (c)    in the case of Acquisitionco, to the following address:

                      44 Chipman Hill, Suite 1000
                      P.O. Box 7289, Stn. A
                      Saint John, New Brunswick
                      E2L 4S6

                      Facsimile No.: (506) 652-1989
                      Attention:     Corporate Secretary



                                     - 13 -
<PAGE>
               with a copy to:

                      Coeur d'Alene Mines Corporation
                      400 Coeur d'Alene Mines Building
                      505 Front Avenue
                      Coeur d'Alene, Idaho
                      83814

                      Facsimile No.: (208) 667-2213
                      Attention:     James Sabala

or at such other address as the party to which such notice or other
communication is to be given has last notified the party given the same in the
manner provided in this Section, and if not given the same shall be deemed to
have been received on the date of such delivery or sending.

SECTION 4.9    COUNTERPARTS

               This agreement may be executed in counterparts (by facsimile or
otherwise), each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.

SECTION 4.10   JURISDICTION

               This agreement shall be construed and enforced in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein.
Each party hereto irrevocably submits to the non-exclusive jurisdiction of the
courts of the Province of Ontario with respect to any matter arising hereunder
or related hereto.

               IN WITNESS WHEREOF, the parties hereto have caused this agreement
to be duly executed as of the date first above written.

                                      COEUR D'ALENE MINES CORPORATION
                                      Per:
                                           -------------------------------------
                                           Name:
                                           Title:


                                      COEUR D'ALENE MINES HOLDINGS COMPANY
                                      Per:
                                           -------------------------------------
                                           Name:
                                           Title:




                                     - 14 -
<PAGE>
                                      COEUR D'ALENE ACQUISITION ULC

                                      Per:
                                           -------------------------------------
                                           Name:
                                           Title:


                                      COEUR D'ALENE CANADIAN
                                      ACQUISITION CORPORATION
                                      Per:
                                           -------------------------------------
                                           Name:
                                           Title:



                                     - 15 -