Amended and Restated
Employment Agreement 



        This
Amended and Restated Employment Agreement is made on this 31st day of December, 2008,
between Coeur d’Alene Mines Corporation (“Company”), and Donald Birak
(“Employee”) is made effective on 31st day of December, 2008. 



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
          Senior Vice President Exploration, and Employee accepts such employment, on the
          terms and conditions of this Agreement. 



     2.    
          Term Of Employment. The initial term of this Agreement was from July 1,
          2005 through June 30, 2007, which was further extended through July 31, 2010 by
          amendment. The term, as amended, may be sooner terminated as herein provided. It
          is further agreed that this Agreement may be considered for a one year extension
          during the month of July 2009, to the end that the parties may be once again
          bound to a two year duration of this Agreement. 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 $262,449 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;  




        (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, both pension and welfare benefit plans,
          which exist for the executive staff of the Company;  













        (c)                 Employee
shall be entitled to earn a bonus during each calendar year of this           Agreement
payable in cash equal to no less than 45% of Employee’s then           current
annual salary, which, at the date of this Agreement, is the potential           sum of
$118,102 and a maximum of $236,204 (AIP). In addition, Employee shall be
          entitled to earn a bonus under the long term plan with a target level of 140%
or           a potential $367,429 (LTIP). 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           which
allowance amount shall be established by the Company, and may be amended           from
time-to- time.  




     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 Employee from time-to-time by the Chief Executive
          Officer of Company. As a part of Employee’s duties it is agreed that
          Employee will become familiar with and comply with Employee’s duties under
          the Sarbanes-Oxley laws and under the Company’s corporate governance
          policies, and Employee will promptly execute the necessary public filings and
          certify the contents of such documents on the date of their filing. 



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



     5.    
          Vacation. Employee shall be entitled to four (4) weeks of vacation during
          each contract year of this Agreement, during which the compensation provided in
          this Agreement shall be paid in full. 



     6.    
          Disability. In the event Employee becomes disabled (inability or
          incapacity due to physical or mental illness or injury to perform
          Employee’s duties) during the term of this Agreement, which renders
          Employee unable to perform Employee’s duties, Employee shall be entitled to
          participate in the Company’s disability payment plan in effect at the time
          of the disability. 



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     7.    
          Termination Of Employment. This Agreement shall be terminated as follows: 



        (a)                 In
accordance with paragraph 2 above upon the expiration of the term of this
          Agreement or any extension thereof;  




        (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
Employee’s 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 if Employee is so entitled
(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 in a lump sum amount within 60 days
of           termination of Employee’s employment the aggregate amount for the
period of           the remaining duration of this Agreement. 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           Employee’s
duties after having received from the Company written           documentation that
Employee’s duties are not being performed, which written           documentation
shall specify how performance is deficient, and Employee then           fails to resume
satisfactory performance promptly after receipt of such           documentation and
failure of performance is not satisfactorily rectified. For           cause also means a
serious and substantial failure to perform Employee’s           duties, which
failure is so obvious and so harmful to Company that written           documentation and
an opportunity to rectify conduct need not be afforded by           Company to Employee.
For cause also means conviction of a felony, or engagement           in illegal conduct
which may not constitute a felony but which is injurious to           the Company, in
either such case Company need not allow Employee to rectify           nonperformance.
Failure to perform duties includes, but is not limited to,           misfeasance or
nonfeasance of duty which was intended to, or does, injure the           Company’s
reputation or its business or relationships, including normal           working
relationships between employees; 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)                 Upon
the insolvency or dissolution of the Company or the cessation of business           or
operations; and  




        (i)                 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 compared to those in existence on the           effective date of
this Agreement which is evidence of the duties contemplated by           paragraph 4; or
(ii) material 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 in either (i) or (ii) 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 the applicable subparagraph. 




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     8.    
          Confidentiality. Employee agrees to keep information acquired in
          connection with Employee’s 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. With respect to
          confidentiality, Attachment B controls the rights, duties and obligations of the
          parties, rather than this paragraph 8. 



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



     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 before
          one arbitrator to be conducted in Coeur d’Alene, Idaho in accordance with
          the Uniform Arbitration Act of the State of Idaho and the applicable laws of the
          State of Idaho governing arbitration of disputes. The parties to this Agreement
          specifically acknowledge that any such dispute under this Agreement, even though
          this Agreement is between an employer and an employee, is subject to said Act.
          Each party hereby submits to the exclusive jurisdiction of the state courts in
          Kootenai County, Idaho if it is necessary to proceed in court to enforce this
          paragraph 10. 



     11.    
          Other Items. The parties also agree: 



        (a)                 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.  




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        (b)                 No
provision of this Agreement shall be waived by conduct of the parties or in           any
other way.  




        (c)                 This
Agreement and its validity, interpretation, construction and performance           shall
be governed by the laws of the State of Idaho.  




        (d)                 Employee
acknowledges that he received upon execution of this Agreement a copy           of the
Company’s Insider Trading Policy, Attachment C.  




     12.    
          Section 409A Compliance. All payments pursuant to this Agreement shall be
          subject to the provisions of this Section 12. This Agreement is intended to be
          interpreted and operated to the fullest extent possible so that the payments and
          benefits under this Agreement either shall be exempt from the requirements of
          Section 409A of the Internal Revenue Code of 1986, as amended (“Section
          409A”) or shall comply with the requirements of Section 409A; provided,
          however, that notwithstanding anything to the contrary in this Agreement in no
          event shall the Company be liable to the Employee for or with respect to any
          taxes, penalties or interest which may be imposed upon the Employee pursuant to
          Section 409A. For purposes of this Agreement, the date on which a
          “separation from service” pursuant to Section 409A (“Separation
          from Service”) occurs shall be treated as the termination of employment
          date for purposes of determining the timing of payments under this Agreement to
          the extent necessary to have such payments and benefits under this Agreement be
          exempt from the requirements of Section 409A or comply with the requirements of
          Section 409A. For purposes of determining whether a Separation from Service has
          occurred for purposes of Section 409A, a Separation from Service is deemed to
          include a reasonably anticipated permanent reduction in the level of services
          performed by the Employee to less than fifty percent (50%) of the average level
          of services performed by the Employee during the immediately preceding 12-month
          period (or period of service if less than 12 months). 




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        (a)                 To
the extent that any payment or benefit pursuant to this Agreement constitutes           a
“deferral of compensation” subject to Section 409A (after taking           into
account to the maximum extent possible any applicable exemptions) (a           “409A
Payment”) treated as payable upon a Separation from Service,           then, if on
the date of the Employee’s Separation from Service, the           Employee is a
Specified Employee, then to the extent required for Employee not           to incur
additional taxes pursuant to Section 409A, no such 409A Payment shall           be made
to the Employee sooner than the earlier of (i) six (6) months after           the
Employee’s Separation from Service; or (ii) the date of           Employee’s
death. Should this Section 12 otherwise result in the delay of           in-kind
benefits, any such benefit shall be made available to the Employee by           the
Company during such delay period at Employee’s expense. Should this
          Section 12 result in payments or benefits to Employee at a later time than
          otherwise would have been made under this Agreement, on the first day any such
          payments or benefits may be made without incurring additional tax pursuant to
          Section 409A (the “409A Payment Date”), the Company shall make such
          payments and provide such benefits as provided for in this Agreement, provided
          that any amounts that would have been payable earlier but for the application
of           this Section 12, as well as reimbursement of the amount Employee paid for
          benefits pursuant to the preceding sentence, shall be paid in lump-sum on the
          409A Payment Date along with accrued interest at the Prime Rate quoted by JP
          Morgan Chase on the date that payments or benefits, as applicable, to Employee
          should have been made under this Agreement. For purposes of this Section 12,
the           term “Specified Employee” shall have the meaning set forth in
Section           409A.  




        (b)                 For
purposes of complying with Section 409A and without extending the payment
          timing otherwise provided in this Agreement, taxable reimbursements under this
          Agreement, subject to the following sentence and to the extent required to
          comply with Section 409A, will be made no later than the end of the calendar
          year following the calendar year in which the expense was incurred. To the
          extent required to comply with Section 409A, any taxable reimbursements and any
          in-kind benefits under this Agreement will be subject to the following:
          (a) payment of such reimbursements or in-kind benefits during one calendar
          year will not affect the amount of such reimbursement or in-kind benefits
          provided during any other calendar year (other than for medical reimbursement
          arrangements as excepted under Treasury Regulations §1.409A-3(i)(1)(iv)(B)
          solely because the arrangement provides for a limit on the amount of expenses
          that may be reimbursed under such arrangement over some or all of the period
the           arrangement remains in effect); (b) such right to reimbursement or
in-kind           benefits is not subject to liquidation or exchange for another form of
          compensation to the Employee; and (c) the right to reimbursements under
          this Agreement will be in effect for the lesser of the time specified in this
          Agreement or ten years plus the lifetime of the Employee. Any taxable
          reimbursements or in-kind benefits shall be treated as not subject to Section
          409A to the maximum extent provided by Section 409A.  




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        (c)                 No
409A Payment payable under this Agreement shall be subject to acceleration or
          to any change in the specified time or method of payment, except as otherwise
          provided under this Agreement and consistent with Section 409A. If under this
          Agreement, a 409A Payment is to be paid in two or more installments, for
          purposes of Section 409A, each installment shall be treated as a separate
          payment.  




        (d)                 If
the Company or Employee determines that any provision of this Agreement is or
          might be inconsistent with the requirements of Section 409A, the parties shall
          attempt in good faith to agree on such amendments to this Agreement as may be
          necessary or appropriate to avoid subjecting Employee to the imposition of any
          additional tax under Section 409A without changing the basic economic terms of
          this Agreement. Notwithstanding the foregoing, no provision of this Agreement
          shall be interpreted or construed to transfer any liability for failure to
          comply with Section 409A from Employee or any other individual to the Company.
          This Section 12 is not intended to impose any restrictions on payments or
          benefits to Employee other than those otherwise set forth in this Agreement or
          required for Employee not to incur additional tax under Section 409A and shall
          be interpreted and operated accordingly. The Company to the extent reasonably
          requested by Employee shall modify this Agreement to effectuate the intention
          set forth in the preceding sentence.  




        IN
WITNESS WHEREOF, the parties have executed this amended and restated Agreement as of the
day and year first written above. 



Coeur d’Alene Mines
Corporation 




By  /s/ Dennis E. Wheeler
         
        Dennis E. Wheeler, President & CEO 





/s/ Donald Birak                      
        Employee
- Donald Birak 





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EXHIBIT A: 



AMENDED AND RESTATED
CHANGE
IN CONTROL AGREEMENT 



        THIS
AMENDED AND RESTATED OF THE CHANGE IN CONTROL AGREEMENT dated as of this 31st day of
December, 2008, is made and entered into between Coeur d’ Alene Mines Corporation
(the “Company”) and Donald J. Birak (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; and  




        D.                 The
Company and Executive want to document that payments under this Agreement           are
intended to be exempt from the requirements of Section 409A of the Internal
          Revenue Code of 1986, as amended (“Section 409A”) or comply with such
          requirements.  




        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 Amended and
          Restated Employment Agreement effective as of December 31, 2008 (the
          “Employment Agreement”). 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. 












     2.    
          Effective Date. The “Effective Date” shall be December 31,
          2008. 



     3.    
          Term of Agreement. This Agreement shall have a termination date which is
          identical to the Employment Agreement and shall continue from day-to-day until
          terminated in accordance with the termination provisions of the Employment
          Agreement, 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 in 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 in the following
          instances: 



	 	(i) 	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 






	 	(ii) 	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 






	 	(iii) 	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 






	 	(iv) 	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 material 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. A termination
by the Executive shall not                     be deemed to be a “Constructive
Involuntary Termination” unless the                     Executive shall have
provided notice to the Company of the change constituting
                    Constructive Involuntary Termination within 90 days of its occurrence
and the                     Company had a 30-day opportunity after such notice to cure
such change.  







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(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.  






	 	
(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.  






        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 pay a lump sum amount within
                    60 days following termination of employment equal to the sum of the
                    Executive’s full annual base salary at the rate in effect
immediately prior                     to the termination of the employment of the
Executive, and the Executive’s                     short-term and long-term bonuses
at target levels pursuant to the Company’s                     then current
Long-Term Incentive Plan, that would have been paid 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 “Compensation 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.  






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(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 Compensation 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 Compensation                     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 4980B 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.  






	 	
(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 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 Compensation 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 a lump
sum amount within 60 days following the                     termination of the Executive’s
employment 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.  






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        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 except 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. 



     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, to the extent permitted by Section 409A, be made in good faith by
          the Executive or otherwise shall be made in such a manner so as to maximize the
          value of payments to 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: 



5 











	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:  	Donald
J. Birak                                     
2142 East Sundown Drive
                                   
Coeur d’Alene, ID 83815









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. 



     13.    
          Section 409A Compliance. All payments pursuant to this Agreement shall be
          subject to the provisions of this Section 13. This Agreement is intended to be
          interpreted and operated to the fullest extent possible so that the payments and
          benefits under this Agreement either shall be exempt from the requirements of
          Section 409A or shall comply with the requirements of Section 409A; provided,
          however, that notwithstanding anything to the contrary in this Agreement in no
          event shall the Company be liable to the Executive for or with respect to any
          taxes, penalties or interest which may be imposed upon the Executive pursuant to
          Section 409A. For purposes of this Agreement, the date on which a
          “separation from service” pursuant to Section 409A (“Separation
          from Service”) occurs shall be treated as the termination of employment
          date for purposes of determining the timing of payments under this Agreement to
          the extent necessary to have such payments and benefits under this Agreement be
          exempt from the requirements of Section 409A or comply with the requirements of
          Section 409A. For purposes of determining whether a Separation from Service has
          occurred for purposes of Code Section 409A, a Separation from Service is deemed
          to include a reasonably anticipated permanent reduction in the level of services
          performed by the Executive to less than fifty percent (50%) of the average level
          of services performed by the Executive during the immediately preceding 12-month
          period (or period of service if less than 12 months). 




6 









	 	
(a)    Payments
to Specified Employees. To the extent that any payment or                     benefit
pursuant to this Agreement constitutes a “deferral of
                    compensation” subject to Section 409A (after taking into account
to the                     maximum extent possible any applicable exemptions) (a “409A
Payment”)                     treated as payable upon a Separation from Service,
then, if on the date of the                     Executive’s Separation from Service,
the Executive is a Specified Employee,                     then to the extent required
for Executive not to incur additional taxes pursuant                     to Section 409A,
no such 409A Payment shall be made to the Executive sooner than                     the
earlier of (i) six (6) months after the Executive’s Separation
                    from Service; or (ii) the date of Executive’s death. Should
this                     Section 13 otherwise result in the delay of in-kind benefits,
any such benefit                     shall be made available to the Executive by the
Company during such delay period                     at Executive’s expense. Should
this Section 13 result in payments or                     benefits to Executive at a
later time than otherwise would have been made under                     this Agreement,
on the first day any such payments or benefits may be made                     without
incurring additional tax pursuant to Section 409A (the “409A
                    Payment Date”), the Company shall make such payments and provide
such                     benefits as provided for in this Agreement, provided that any
amounts that would                     have been payable earlier but for the application
of this Section 13, as well as                     reimbursement of the amount Executive
paid for benefits pursuant to the                     preceding sentence, shall be paid
in lump-sum on the 409A Payment Date along                     with accrued interest at
the PrimeRrate quoted by JP Morgan Chase on the date                     that payments or
benefits, as applicable, to Executive should have been made                     under
this Agreement. For purposes of this Section 13, the term “Specified
                    Employee” shall have the meaning set forth in Section 409A.  






	 	
(b)    Reimbursements.
For purposes of complying with Section 409A and without                     extending the
payment timing otherwise provided in this Agreement, taxable
                    reimbursements under this Agreement, subject to the following
sentence and to                     the extent required to comply with Code Section 409A,
will be made no later than                     the end of the calendar year following the
calendar year in which the expense                     was incurred. To the extent
required to comply with Code Section 409A, any                     taxable reimbursements
and any in-kind benefits under this Agreement will be                     subject to the
following: (a) payment of such reimbursements or in-kind
                    benefits during one calendar year will not affect the amount of such
                    reimbursement or in-kind benefits provided during any other calendar
year (other                     than for medical reimbursement arrangements as excepted
under Treasury                     Regulations §1.409A-3(i)(1)(iv)(B) solely because
the arrangement provides                     for a limit on the amount of expenses that
may be reimbursed under such                     arrangement over some or all of the
period the arrangement remains in effect);                     (b) such right to
reimbursement or in-kind benefits is not subject to                     liquidation or
exchange for another form of compensation to the Executive; and                     (c) the
right to reimbursements under this Agreement will be in effect for
                    the lesser of the time specified in this Agreement or ten years plus
the                     lifetime of the Executive. Any taxable reimbursements or in-kind
benefits shall                     be treated as not subject to Section 409A to the
maximum extent provided by                     Section 409A.  







7 









	 	
(d)    No
Acceleration; Separate Payments. No 409A Payment payable under this
                    Agreement shall be subject to acceleration or to any change in the
specified                     time or method of payment, except as otherwise provided
under this Agreement and                     consistent with Section 409A. If under this
Agreement, a 409A Payment is to be                     paid in two or more installments,
for purposes of Section 409A, each installment                     shall be treated as a
separate payment.  






	 	
(e)    Cooperation.
If the Company or Executive determines that any provision                     of this
Agreement is or might be inconsistent with the requirements of Section
                    409A, the parties shall attempt in good faith to agree on such
amendments to                     this Agreement as may be necessary or appropriate to
avoid subjecting Executive                     to the imposition of any additional tax
under Section 409A without changing the                     basic economic terms of this
Agreement. Notwithstanding the foregoing, no                     provision of this
Agreement shall be interpreted or construed to transfer any                     liability
for failure to comply with Section 409A from Executive or any other
                    individual to the Company. This Section 13 is not intended to impose
any                     restrictions on payments or benefits to Executive other than
those otherwise set                     forth in this Agreement or required for Executive
not to incur additional tax                     under Section 409A and shall be
interpreted and operated accordingly. The                     Company to the extent
reasonably requested by Executive shall modify this                     Agreement to
effectuate the intention set forth in the preceding sentence.  






[Signature page to
follow]  




8 









        IN
WITNESS WHEREOF, the parties have executed this amended and restated Agreement as of the
day and year first-above written. 



	THE COMPANY	COEUR D’ ALENE MINES CORPORATION
	

 	/s/ Dennis E. Wheeler
		Dennis E. Wheeler
		Chairman, President & CEO
	

THE EXECUTIVE	/s/ Donald J. Birak
		Donald J. Birak
		Senior Vice President Exploration