AMENDMENT NO. 2 TO
THE
FIRST SUPPLEMENTAL INDENTURE AND SECURITY AGREEMENT 



        THIS
AMENDMENT NO. 2, dated as of January 12, 2009 (this “Second Amendment”),
between COEUR D’ALENE MINES CORPORATION, an Idaho corporation, as issuer (the
“Company”) and THE BANK OF NEW YORK MELLON, a banking corporation duly
organized under the laws of the State of New York, as trustee (the
“Trustee”). 



RECITALS 



        WHEREAS,
this Second Amendment is supplemental to the indenture dated as of October 20, 2008 (the
“Original Indenture”), by and between the Company and the Trustee, as
supplemented by the First Supplemental Indenture and Security Agreement dated as of
October 20, 2008 by and among the Company, Coeur Rochester, Inc. and the Trustee (as
amended by Amendment No. 1 to the First Supplemental Indenture, dated as of December 10,
2008, the “Existing First Supplemental Indenture” and, as further amended
by this Second Amendment, the “Amended First Supplemental Indenture”); 



        WHEREAS,
the Company duly authorized the creation of an issue of its Senior Secured Floating Rate
Convertible Notes due 2012 (the “Notes”), having the terms, tenor, amount
and other provisions set forth in the Indenture, as supplemented by the First Supplemental
Indenture; 



        WHEREAS,
the Company issued $50,000,000 aggregate principal amount of the Notes on October 20, 2008
(the “Outstanding Notes”); and 



        WHEREAS,
the Company and the Holders of the Outstanding Notes have agreed to amend the terms of the
Notes as set forth herein and the Holders of the Outstanding Notes have consented to the
terms of this Second Amendment. 



        NOW,
THEREFORE, the parties hereto agree as follows: 



        Section
1.01     Scope of Second Amendment. This Second Amendment shall be applicable only with
respect to, and govern only the terms of, the Notes issued pursuant to the Amended First
Supplemental Indenture. 



        Section
1.02     Definitions. All capitalized terms used but not otherwise defined herein shall have
the meaning set forth in the Indenture, as modified by the Amended First Supplemental
Indenture. 



        Section
1.03     Amendments. 




            (a)                 The
third and fourth sentences of the first paragraph of Section 2.04(c) of the
          Existing First Supplemental Indenture are hereby deleted and replaced with the
          following:  




	 	
“Interest
on the Notes will accrue at an annual rate equal to the Three-Month LIBOR Rate plus
7.50%, from the applicable Issue Date until the principal thereof is paid or made
available for payment; provided, however, that in no event will the annual
rate be less than 9.00% or more than 12.00% (for the avoidance of doubt, if the annual
rate computed is higher than 12.00%, the interest rate shall be 12.00%, and if lower than
9.00%, it shall be 9.00%); provided, further, that the interest rate shall
be fixed at 12.00% for all periods prior to July 15, 2009. The Three-Month LIBOR Rate
will be reset quarterly on each interest payment date (each of these dates is referred to
as an “Interest Reset Date”), beginning on July 15, 2009.” 















            (b)                 The
first sentence of the second paragraph of Section 2.04(c) of the Existing           First
Supplemental Indenture is hereby deleted and replaced with the following,           which
shall be effective for all Interest Payment Dates, including the Interest
          Payment Date on January 15, 2009:  




	 	
In
the event that the Company elects to pay interest in the Company’s Common Stock,
such Common Stock will be valued at 95% of the VWAP per share for the five Trading Days
immediately preceding the first Trading Day prior to the Interest Payment Date or
Conversion Date, as applicable (the “Interest Payment Common Stock Price”);
provided, however, that if as of any applicable Interest Payment Date or
Conversion Date, as applicable, the Interest Payment Common Stock Price is less than the
par value per share of Common Stock (the “Pre-Adjustment Interest Payment
Common Stock Price”), the Interest Payment Common Stock Price with respect to
the payment of interest in shares of Common Stock on such Interest Payment Date or
Conversion Date, as applicable, shall be adjusted to equal the par value of the Common
Stock then in effect and on such Interest Payment Date or Conversion Date, as applicable,
the Company shall pay each Holder an amount in cash equal to (i) the difference between
(A) the number of shares of Common Stock that would have been issuable to such Holder on
such date at the Pre-Adjustment Interest Payment Common Stock Price and (B) the number of
shares of Common Stock issuable on such date at the then applicable par value of the
Common Stock multiplied by (ii) the Interest Payment Common Stock Price with respect to
such Interest Payment Date or Conversion Date, as applicable. 






            (c)                 The
fourth paragraph of Section 2.04(c) of the Existing First Supplemental
          Indenture is hereby deleted and replaced with the following:  




	 	
Notwithstanding
anything to the contrary in this Section 2.04(c), if as of any applicable
Conversion Date, the Conversion Price is less than the par value per share of Common
Stock (the “Pre-Adjustment Conversion Price”), the Conversion Price with
respect to the Additional Payment Upon Conversion payable on such Conversion Date shall
be adjusted to equal the par value of the Common Stock then in effect and, on such
Conversion Date, the Company shall pay each applicable Holder an amount in cash equal to
(i) the difference between (A) the number of shares of Common Stock that would have been
issuable to such Holder on such date at the Pre-Adjustment Conversion Price and (B) the
number of shares of Common Stock issuable on such date at the then applicable par value
of the Common Stock multiplied by (ii) the VWAP per share for the five Trading Days
immediately preceding the first Trading Day prior to the applicable Conversion Date. 






2 










            (d)       Exhibit
A to the Existing First Supplemental Indenture is hereby deleted           and
replaced with Exhibit A attached hereto.  




        Section
1.04.     Governing Law. This Second Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York. 



        Section
1.05.    Notices.  Any notice or communication shall be in
accordance with Section 10.02 of the Indenture.  




        Section
1.06.    Multiple Originals.  The parties may sign any number
of copies of this Second Amendment.  Each signed copy shall be an original, but all of
them together represent the same agreement.  One signed copy is enough to prove this
Second Amendment. 




        Section
1.07.     Trustee’s Disclaimer. Neither the Trustee nor the Collateral Agent shall
be responsible for the validity or sufficiency of this Second Amendment, nor for the
recitals contained herein. 



[Signature page
follows.] 











3 










        IN
WITNESS WHEREOF, the parties have caused this Amendment No. 2 to the Existing First
Supplemental Indenture to be duly executed as of the date first written above. 



		COEUR D’ALENE MINES CORPORATION,
		as Issuer
	

 	By:  /s/ Mitchell J. Krebs
		        Name:  Mitchell J. Krebs
		        Title:  Chief Financial Officer


















[Signature Page to
Second Supplemental Indenture] 












		THE BANK OF NEW YORK MELLON,
		as Trustee and Collateral Agent
	

 	By:  /s/ Catherine F. Donohue
		        Name:  Catherine F. Donohue
		        Title:  Vice President


















[Signature Page to
Second Supplemental Indenture] 

















EXHIBIT A 



[FORM OF FACE OF NOTE] 



[Global Notes Legend] 



        UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 



        TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 













No.______ 



Senior Secured Floating
Rate Convertible Notes due 2012 



CUSIP No.: [________] 
ISIN: [____________] 



        COEUR
D’ALENE MINES CORPORATION, AN IDAHO CORPORATION, PROMISES TO PAY TO [CEDE &
CO.]1, OR REGISTERED ASSIGNS, THE PRINCIPAL SUM OF [______] MILLION DOLLARS
($______) [OR SUCH LESSER AMOUNT AS IS INDICATED IN SCHEDULE I ATTACHED
HERETO]2, ON OCTOBER 15, 2012, AND TO PAY INTEREST THEREON FROM
[____________] , OR FROM THE MOST RECENT INTEREST PAYMENT DATE TO WHICH INTEREST HAS BEEN
PAID OR DULY PROVIDED FOR, QUARTERLY ON JANUARY 15, APRIL 15, JULY 15 AND OCTOBER 15 OF
EACH YEAR, COMMENCING [____________]3 15, 2009, AT AN ANNUAL RATE EQUAL TO
THE THREE-MONTH LIBOR RATE PLUS 7.50%, FROM [___________]4 UNTIL THE
PRINCIPAL THEREOF IS PAID OR MADE AVAILABLE FOR PAYMENT; PROVIDED, HOWEVER,
THAT IN NO EVENT WILL THE ANNUAL RATE BE LESS THAN 9.00% OR MORE THAN 12.00%;
PROVIDED, FURTHER, THAT THE INTEREST RATE SHALL BE FIXED AT 12.00% UNTIL THE
INTEREST RATE IS RESET ON JULY 15, 2009. THE THREE-MONTH LIBOR RATE WILL BE RESET
QUARTERLY ON EACH INTEREST PAYMENT DATE (EACH OF THESE DATES IS REFERRED TO AS AN
“INTEREST RESET DATE”), BEGINNING ON [____________]5 15,
2009, UNTIL THE PRINCIPAL HEREOF IS PAID OR MADE AVAILABLE FOR PAYMENT OR THE NOTE IS
CONVERTED IN ACCORDANCE WITH THE INDENTURE (AS DEFINED ON THE REVERSE HEREOF). THE
INTEREST RATE FOR ALL INTEREST PERIODS PRIOR TO JULY 15, 2009 SHALL BE 12.00%. THE
INTEREST SO PAYABLE, AND PUNCTUALLY PAID OR DULY PROVIDED FOR, ON ANY INTEREST PAYMENT
DATE WILL, AS PROVIDED IN THE INDENTURE, BE PAID TO THE PERSON IN WHOSE NAME THIS NOTE (OR
ONE OR MORE PREDECESSOR NOTES) IS REGISTERED AT 5:00 P.M., NEW YORK TIME, ON THE REGULAR
RECORD DATE FOR SUCH INTEREST, WHICH SHALL BE JANUARY 1, APRIL 1, JULY 1 OR OCTOBER 1
(WHETHER OR NOT A BUSINESS DAY), AS THE CASE MAY BE, NEXT PRECEDING SUCH INTEREST PAYMENT
DATE. ANY SUCH INTEREST NOT SO PUNCTUALLY PAID OR DULY PROVIDED FOR WILL FORTHWITH CEASE
TO BE PAYABLE TO THE HOLDER ON SUCH REGULAR RECORD DATE AND MAY EITHER BE PAID TO THE
PERSON IN WHOSE NAME THIS NOTE (OR ONE OR MORE PREDECESSOR NOTES) IS REGISTERED AT 5:00
P.M., NEW YORK TIME, ON A SPECIAL RECORD DATE FOR THE PAYMENT OF SUCH DEFAULTED INTEREST
TO BE FIXED BY THE TRUSTEE, NOTICE WHEREOF SHALL BE GIVEN TO HOLDERS NOT MORE THAN 15 DAYS
PRIOR TO SUCH SPECIAL RECORD DATE, OR BE PAID AT ANY TIME IN ANY OTHER LAWFUL MANNER NOT
INCONSISTENT WITH THE REQUIREMENTS OF ANY SECURITIES EXCHANGE ON WHICH THE NOTES MAY BE
LISTED, AND UPON SUCH NOTICE AS MAY BE REQUIRED BY SUCH EXCHANGE, ALL AS MORE FULLY
PROVIDED IN THE INDENTURE. 







     1    
          Use bracketed language only if Global Note. 
2    
          Use bracketed language only if Global Note. 
3    
          The first Interest Payment Date after the Issue Date. 
4    
          The applicable Issue Date. 
5    
          The first Interest Payment Date after the Issue Date. 



A-1 









        Interest
on the Notes will be calculated on the basis of a 360-day period consisting of twelve
30-day months. If a payment date is not a Business Day, payment will be made on the next
succeeding Business Day, and no additional interest will accrue in respect of such payment
by virtue of the payment being made on such later date. 



        Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set forth at
this place. 



        This
Note shall be deemed to be a contract made under the laws of the State of New York, and
for all purposes shall be governed by and construed in accordance with the laws of said
State. 



        The
holder hereof takes this Note subject to the terms and conditions of the Indenture. 



        Unless
the certificate of authentication hereon has been executed by the Trustee referred to on
the reverse hereof by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose. 



Dated: 



		COEUR D’ALENE MINES CORPORATION,
	
 	By:________________________________
		      Name:
		      Title:
	
 	By:________________________________
		      Name:
		      Title:






TRUSTEE’S CERTIFICATE OF
 
  AUTHENTICATION  



THE BANK OF NEW YORK MELLON, 
  as
Trustee, certifies that this is one of the 
  Notes referred to in the
Indenture.  



By:_________________________________
      Authorized Signatory 












[FORM OF REVERSE SIDE
OF NOTE] 



Senior Secured Floating
Rate Convertible Notes due 2012 



        COEUR
D’ALENE MINES CORPORATION, an Idaho corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the
“Company”), issued these Notes under an indenture dated as of October 20,
2008 (the “Original Indenture”), by and between the Company and The Bank
of New York Mellon, as Trustee, as supplemented by the first supplemental indenture and
security agreement dated as of October 20, 2008 (as amended by Amendment No. 1 and
Amendment No. 2 thereto, the “Amended First Supplemental Indenture”),
among the Company, Coeur Rochester, Inc. and The Bank of New York Mellon, as Trustee and
Collateral Agent, to which reference is hereby made for a statement of the respective
rights, obligations, duties and immunities thereunder of the Trustee, the Company and the
Holders and of the terms upon which the Notes are, and are to be, authorized and
delivered. The Original Indenture, as supplemented by the Amended First Supplemental
Indenture, is referred to herein as the “Indenture”. All terms used in
this note which are defined in the Indenture shall have the meaning assigned to them in
the Indenture. In the event of any inconsistency between the terms of the Note and the
terms of the Indenture, the terms of the Indenture shall control. 



	1.  	Further
Provisions Relating to Interest






        In
certain circumstances, liquidated damages may be payable as provided in Section
6.01 of the Amended First Supplemental Indenture. Any such liquidated damages shall be
payable in the same manner and on the same dates as the stated interest payable on these
Notes. 



	2.  	Method
of Payment. 






        Subject
to the limitations set forth in Section 2.04 of the Amended First Supplemental
Indenture, the Company will pay interest on the Notes in cash, or at the option of the
Company, in Common Stock or in cash and Common Stock, to the Persons who are registered
Holders of Notes at 5:00 p.m., New York time, on the January 1, April 1, July 1 and
October 1 next preceding the Interest Payment Date even if Notes are canceled after the
record date and on or before the Interest Payment Date, except as otherwise provided in
the Indenture. Holders must surrender Notes to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and private
debts. 



        Subject
to the limitations set forth in Section 10.02 of the Amended First Supplemental
Indenture, if any shares of Common Stock are to be issued on an Interest Payment Date,
then the Company shall on the applicable Interest Payment Date, (X) provided that the
Common Stock Transfer Agent is participating in the DTC Fast Automated Securities Transfer
Program, credit such aggregate number of shares of Common Stock to which the Holder shall
be entitled to the Holder’s or its designee’s balance account with DTC through
its Deposit Withdrawal Agent Commission system, or (Y) if the Common Stock Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, issue and
deliver to such Holder, a certificate, registered in the name of the Holder or its
designee, for the number of shares of Common Stock to which the Holder shall be entitled. 




A-3 









        If
any fractional share of Common Stock otherwise would be issuable as a result of the
issuance of Common Stock to pay interest due on the Notes, the Company shall calculate and
pay to the Holder of Notes a cash adjustment in lieu of such fractional share at a rate
equal to the VWAP per share for the five Trading Days immediately preceding the Trading
Day prior to the Interest Payment Date. 



        The
Company shall pay cash interest, if any, on: 



        (i)                 any
Global Notes by wire transfer of immediately available funds to the account           of
the Depositary or its nominee;  




        (ii)                 any
Notes in certificated form by wire transfer in immediately available funds           in
accordance with written instructions of the Holder duly delivered to the
          Trustee at least five Business Days prior to the relevant Interest Payment
Date.  




	3.  	Paying
Agent, Registrar, Conversion Agent and Calculation Agent






        Initially,
The Bank of New York Mellon, a banking corporation duly organized under the laws of the
State of New York (the “Trustee”), will act as Paying Agent, Registrar,
Conversion Agent, Collateral Agent and Calculation Agent. The Company may appoint and
change any Paying Agent, Registrar or co-registrar, Conversion Agent, Collateral Agent or
Calculation Agent without notice. The Company or any of its domestically incorporated
wholly owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 



	4.  	Sinking
Fund






        The
Notes are not subject to any sinking fund. 



	5.  	Repurchase
of Notes at the Option of the Company






        The
Notes will be subject to redemption at the option of the Company on any date prior to the
maturity date, in whole or from time to time in part, in $1,000 increments
(provided that any remaining principal amount thereof shall be at least the minimum
authorized denomination thereof), on written notice given to the Holders thereof not less
than 30 days nor more than 90 days prior to the date fixed for redemption in such notice
(the “Redemption Date”), at a redemption price equal to the greater of
(i) 100% of the principal amount of such Notes to be redeemed and (ii) as determined by
the Quotation Agent and delivered to the Trustee in writing, the sum of the present values
of the remaining scheduled payments of principal and interest thereon due on any date
after the Redemption Date (excluding the portion of interest that will be accrued and
unpaid to and including the Redemption Date) discounted from their scheduled date of
payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 50 basis points (such greater amount is referred to
herein as the “Redemption Price”), plus, in either the case of clause (i)
or clause (ii), accrued and unpaid interest, if any, thereon to the Redemption Date. 



A-4 










        The
Company shall not be required to make mandatory redemption or sinking fund payments with
respect to the Notes. 



	6.  	Conversion






        Subject
to the provisions of the Indenture, the Holder hereof has the right, at its option prior
to 5:00 p.m. (New York time) on the Trading Day immediately preceding the Maturity Date,
to convert any Notes or portion thereof that is $1,000 or multiples thereof at a
Conversion Rate specified in the Indenture. The initial Conversion Rate shall be [____]
shares for each $1,000 principal amount of Notes. If a Holder elects to voluntarily
convert all or any portion of such Holder’s Notes at any time prior to the Maturity
Date in accordance with the provisions of Section 10.01 of the Amended First
Supplemental Indenture, such Holder will receive the Additional Payment Upon
Conversion in shares of Common Stock. The shares of Common Stock will be valued at the
Conversion Price. 



        If
any fractional share of Common Stock otherwise would be issuable as a result of the
issuance of Common Stock to upon conversion of the Notes, the Company shall calculate and
pay to the Holder of Notes a cash adjustment in lieu of such fractional share at a rate
equal to the VWAP per share for the five Trading Days immediately preceding the Trading
Day prior to the applicable Conversion Date. No adjustment shall be made for dividends or
any shares issued upon conversion of such Note except as provided in the Indenture. 



	7.  	Denominations,
Transfer, Exchange






        The
Notes are in registered form without coupons in denominations of $1,000 and whole
multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the
Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements or transfer documents and
to pay any taxes required by law or permitted by the Indenture. 



	8.  	Persons
Deemed Owners






        The
registered Holder of this Note may be treated as the owner of it for all purposes. 



	9.  	Unclaimed
Funds






        Subject
to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to
the Company upon written request any money held by them for the payment of principal or
interest and any shares of Common Stock or other property due in respect of converted
Notes that remains unclaimed for two years, and, thereafter, Holders entitled to the money
and/or securities must look to the Company for payment as general creditors unless
applicable abandoned property law designates another Person. 



	10.  	Amendment,
Waiver






        Subject
to certain exceptions, the Indenture contains provisions permitting an amendment of the
Indenture or the Notes with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Notes and the waiver of any Event of Default
(other than any continuing Event of Default in payment of interest or principal amount of
the Notes or in respect of provisions that cannot be amended without the written consent
of each Holder affected) or noncompliance with any provision with the written consent of
the Holders of a majority in principal amount of the then outstanding Notes. 




A-5 









        In
addition, the Indenture permits an amendment of the Indenture or the Notes without the
consent of any Holder under circumstances specified in the Indenture. The Indenture also
permits an amendment of the Indenture or the Notes only with the consent of any Holder
affected thereby under circumstances specified in the Indenture. 



	11.  	Defaults
and Remedies






        Except
as specified in the Indenture, if an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may
declare the principal of and accrued but unpaid interest on all the Notes to be due and
payable. 



        No
reference herein to the Indenture and no provision of this Note or of the Indenture shall
impair, as among the Company and the Holder of the Notes, the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate and in the coin or currency herein and in
the Indenture prescribed. 



	12.  	Trustee
Dealings with the Company






        Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with the Company or its Affiliates with the same rights it would have if it
were not Trustee. 



	13.  	No
Recourse Against Others






        A
director, officer, employee, incorporator, stockholder or partner, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of or by reason of such obligations or
their creation. By accepting a Note, each Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the issue of the
Notes. 



	14.  	Authentication






        This
Note shall not be valid until an authorized signatory of the Trustee (or an authenticating
agent) manually signs the certificate of authentication on the other side of this Note. 



A-6 










	15.  	Abbreviations






        Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A
(=Uniform Gift to Minors Act). 



	16.  	CUSIP
and ISIN Numbers






        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes and
has directed the Trustee to use CUSIP and ISIN numbers in notices of repurchase as a
convenience to Holders. No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of repurchase and reliance
may be placed only on the other identification numbers placed thereon. 



        The
Company will furnish to any Holder upon written request and without charge to the Holder a
copy of the Indenture which has in it the text of this Note. 













A-7 










CONVERSION NOTICE 



	TO:  	COEUR
D’ALENE MINES CORPORATION          
THE BANK OF NEW YORK MELLON, as Conversion Agent






        The
undersigned registered owner of this Note hereby irrevocably exercises the option to
convert this Note, or the portion thereof (which is $1,000 or a multiple thereof) below
designated in accordance with the terms of the Indenture referred to in this Note, and
directs that the shares of Common Stock, cash or a combination of cash and shares of
Common Stock deliverable or payable upon such conversion and any Notes representing any
unconverted principal amount hereof, be issued and delivered to the registered Holder
hereof unless a different name has been indicated below. Capitalized terms used herein but
not defined shall have the meanings ascribed to such terms in the Indenture. If shares or
any portion of this Note not converted are to be issued in the name of a person other than
the undersigned, the undersigned will provide the appropriate information below and pay
all transfer taxes payable with respect thereto. Any amount required to be paid by the
undersigned on account of interest accompanies this Note. 



Dated:______________________ 




	 	
______________________________






	 	
______________________________
                                                     
Signature(s)





	 	
Signature(s)
must be guaranteed by an “eligible guarantor
                                                     institution” meeting the
requirements of the Registrar,                                                      which
requirements include membership or participation in
                                                     the Security Transfer Agent
Medallion Program (“STAMP”) or                                                      such
other “signature guarantee program” as may be
                                                     determined by the Registrar in
addition to, or in                                                      substitution for,
STAMP, all in accordance with the
                                                     Securities Exchange Act of 1934, as
amended.






	 	
______________________________
                                                     
Signature Guarantee














A-8 











        Fill
in the registration of shares of Common Stock, if any, if to be issued, and Notes if to be
delivered, and the person to whom cash, if any, is to be made, if to be made, other than
to and in the name of the registered Holder: 



Please print name and address 





______________________________
(Name)  



______________________________ 
(DTC
Participant Number if applicable)  



______________________________
(Street
Address) 



______________________________
(City,
State and Zip Code) 



Principal amount to be converted 
(if
less than all): 



$______________________________ 



Social Security or Other
Taxpayer
Identification Number: 



______________________________ 



NOTICE: The signature on this Conversion
Notice must correspond with the name as written upon the face of the Notes in every
particular without alteration or enlargement or any change whatever. 









A-9 










ASSIGNMENT 



        For
value received ________________________________________ hereby sell(s) assign(s) and
transfer(s) unto ___________________________________ (Please insert social security or
other Taxpayer Identification Number of assignee) the within Notes, and hereby irrevocably
constitutes and appoints ______________________________________ attorney to transfer said
Notes on the books of the Company, with full power of substitution in the premises. 



Dated:______________________ 




	 	
______________________________






	 	
______________________________
                                                     
Signature(s)




	 	
Signature(s)
must be guaranteed by an “eligible guarantor
                                                     institution” meeting the
requirements of the Registrar,                                                      which
requirements include membership or participation in
                                                     the Security Transfer Agent
Medallion Program (“STAMP”) or                                                      such
other “signature guarantee program” as may be
                                                     determined by the Registrar in
addition to, or in                                                      substitution for,
STAMP, all in accordance with the
                                                     Securities Exchange Act of 1934, as
amended.






	 	
______________________________
                                                     
Signature Guarantee











NOTICE: The signature on this
Assignment must correspond with the name as written upon the face of the Notes in every
particular without alteration or enlargement or any change whatever. 











A-10 











Schedule I 



Senior Secured Floating
Rate Convertible Notes due 2012 







	

	Date
	Principal Amount
	Notation Explaining
Amount
Recorded
	Authorized Signature of

Trustee or Custodian