Second Amended and
Restated
Employment Agreement 



        This
Second Amended and Restated Employment Agreement (this “Agreement”) is made this
31st day of December, 2008, between Coeur d’Alene Mines Corporation
(“Company”) and Dennis E. Wheeler (“Wheeler”). 



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 has heretofore, and hereby does, employ Wheeler
          as Chairman, President and Chief Executive Officer of Company, and Wheeler
          accepts such employment, on the terms and conditions of this Agreement. 



     2.    
          Term Of Employment. The term of Wheeler’s employment under this
          Agreement commenced on June 1, 2002 and shall continue, unless terminated
          pursuant to Sections 8 or 9, until the 31st day of December, 2010 (the
          “Term”). The Term shall automatically terminate upon any termination
          of Wheeler’s employment pursuant to Sections 8 or 9 (such date the
          “Date of Termination”). 



     3.    
          Compensation and Benefits. During the Term, Wheeler shall be entitled to
          the following: 



        (a)                 Effective
January 1, 2008, a base salary of $587,633 annually (the “Base           Salary”),
payable in accordance with the Company’s standard payroll           practices as in
effect from time to time, subject to review during the Term by           the Compensation
Committee (the “Committee”) of the Board of Directors           of the Company
(the “Board”), and any higher salary to become the Base           Salary for
the purposes of this provision;  




        (b)                 Participation
in the Company’s Annual Incentive Plan (or any successor           thereto), with a
target bonus opportunity determined each year during the Term           by the Committee;  




        (c)                 Participation
in such other compensation and benefits that may be made available           by the
Company in the discretion of the Board or the Committee, presently           consisting
of the Company’s 2003 Long-Term Incentive Plan (or any successor           thereto)
and the Company’s Defined Contribution and 401(k) Retirement Plan           (or any
successor thereto), it being understood that Wheeler shall be a           participant in
all compensation and benefit programs, including welfare benefit           plans, which
exist for the executive staff of the Company; and  




        (d)                 In
addition to Wheeler’s participation in any retirement plan provided to           the
Company’s executive staff, Company shall provide Wheeler with a
          supplemental retirement plan designed to afford reimbursement for tax-qualified
          retirement benefits lost due to ERISA limitations.  




        (e)                 Reimbursement
each year from the Company for an annual physical performed by Dr.           Howard Maron
of Seattle, Washington or such other physician as Wheeler may           choose in his
sole discretion, such reimbursements to be paid no later than           December 31 of
the year following the year in which the expense is incurred.  













     4.    
          Duties. During the Term Wheeler shall be employed as the Chief Executive
          Officer of the Company. Wheeler’s powers, duties, rights and
          responsibilities shall be those described in the by-laws of the Company for the
          President and Chief Executive Officer and/or as determined by the Board. During
          the Term, at the Board’s request, Wheeler shall also serve the Company
          and/or its subsidiaries in other offices and capacities in addition to the
          foregoing, without payment of any additional remuneration. 



        Wheeler’s
services shall be rendered, primarily, in the Company’s offices in Coeur
d’Alene, and he shall not be required, without his consent, to move his residence, or
to move the executive offices, outside of the City of Coeur d’ Alene. 



        Wheeler
shall devote his best efforts and substantially all of his time during normal business
hours to advance the interests of the Company. He shall not engage in business activity in
competition with the Company. He may, however, with prior consent of the Board, serve on
the board of directors of other companies which are not in competition with the Company. 



     5.    
          Expenses. Wheeler shall be entitled, at the end of each month during the
          Term, to reimbursement for his entertainment, travel, food, lodging, telephone
          and miscellaneous expenses incurred in connection with the performance of his
          duties, in each case, in accordance with and subject to the Company’s
          expense reimbursement policy as in effect from time to time. 



     6.    
          Vacations. Wheeler shall be entitled to four weeks of vacation during
          each calendar year of the Term, during which the compensation provided for
          herein shall be paid in full in accordance with the Company’s vacation
          policy as applicable to the Company’s executive staff. The vacation time
          shall be scheduled at the mutual convenience of the Company and Wheeler. 



     7.    
          Disability. In the event Wheeler is unable to perform his services by
          reason of disability for a period of more than 90 continuous days, the salary,
          bonuses and incentive compensation which would otherwise be paid to him during
          the continued period or incapacity will be reduced by 50%. Upon return to full
          service such compensation will be restored. For the purpose of this Agreement,
          “disability” means the inability or incapacity due to physical or
          mental illness or injury to perform Wheeler’s duties. 




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     8.    
          Employment Terminations. The Term and Wheeler’s employment hereunder
          may be terminated by either party at any time and for any or no reason; provided
          that, except as set forth in this Section 8, each party will be required to give
          the other at least six months advance written notice of any termination of
          employment. Notwithstanding the foregoing, the Company may, in its sole
          discretion, waive the six-month notice period accelerate Wheeler’s Date of
          Termination; however, Wheeler shall be entitled to receive all elements of
          compensation described in Section 3 for the full six-month notice period,
          subject to the eligibility and participation requirements of any qualified
          retirement plan, but in no event shall such acceleration be deemed a termination
          without Cause. Notwithstanding any other provision of this Agreement, the
          provisions of this Section 8 shall exclusively govern Wheeler’s rights upon
          termination of employment with the Company. 



        (a)       Retirement
. The Term and Wheeler’s employment hereunder shall           terminate
automatically upon Wheeler’s termination of employment due to           Retirement.
For the purposes of this Agreement, “Retirement” means any
          termination of Wheeler’s employment other than for Cause, by reason of
          death or Disability, or a termination by the Company without Cause or by
          Wheeler’s resignation for Good Reason. In the event Wheeler’s
          employment is terminated by reason of Retirement, the Company’s
obligations           under this Agreement shall immediately expire. Notwithstanding the
foregoing,           the Company shall be obligated to pay to Wheeler the following:  




	 	(i) 	Base
Salary through the Date of Termination;  






	 	(ii) 	Notwithstanding
anything in any bonus plan document to the contrary, an amount                equal to
65% of Wheeler’s Base Salary for the fiscal year in which the Date                of
Termination occurs multiplied by a fraction, the numerator of which is the
               number of completed days in the then-existing fiscal year through the Date
of                Termination, and the denominator of which is three hundred sixty-five,
payable                in lump sum within 60 days following the Date of Termination;  






	 	(iii) 	Accrued
but unused vacation pay through the Date of Termination; and  






	 	(iv) 	All
other rights and benefits Wheeler is vested in, pursuant to other plans and
               programs of the Company (including, but not limited to, the Company’s
2003                Long-Term Incentive Plan and/or any successor thereto).  






        (b)       Death.
The Term and Wheeler’s employment hereunder shall terminate           automatically
upon Wheeler’s death during the Term. In the event           Wheeler’s
employment is terminated by reason of Wheeler’s death, the           Company’s
obligations under this Agreement shall immediately expire.           Notwithstanding the
foregoing, the Company shall be obligated to pay to           Wheeler’s estate (or
other designated beneficiary) the following:  




	 	(i) 	Base
Salary through the Date of Termination;  






	 	(ii) 	Notwithstanding
anything in any bonus plan document to the contrary, an amount                equal to
the target annual bonus Wheeler would otherwise have been entitled to                with
respect to the fiscal year in which the Date of Termination occurs
               multiplied by a fraction, the numerator of which is the number of
completed days                in the then-existing fiscal year through the Date of
Termination, and the                denominator of which is three hundred sixty-five,
payable in lump sum within 60                days following the Date of Termination;  






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	 	(iii) 	Accrued
but unused vacation pay through the Date of Termination;  






	 	(iv) 	All
other rights and benefits Wheeler is vested in, pursuant to other plans and
               programs of the Company (including, but not limited to, the Company’s
2003                Long-Term Incentive Plan and/or any successor thereto).  






        (c)       Disability.
The Term and Wheeler’s employment hereunder may be           terminated by the
Company if Wheeler becomes physically or mentally           incapacitated and is
therefore unable to perform Wheeler’s duties for a           period of one hundred
eighty total calendar days during any period of twelve           consecutive months (or
in the event of the Board’s reasonable expectation           that Wheeler’s
Disability will exist for more than a period of one hundred           eighty calendar
days) (such incapacity is hereinafter referred to as           “Disability”).  




        Such
Disability to be determined by the Board upon receipt of and in reliance on competent
medical advice from one or more individuals, selected by the Board, who are qualified to
give such professional medical advice. 



        If
Wheeler and the Company shall not be in agreement as to whether Wheeler has suffered a
Disability for the purpose of this Agreement, the matter shall be referred to a panel of
three (3) medical doctors, one of which shall be selected by Wheeler, one of which shall
be selected by the Company, and one of which shall be selected by the two doctors as so
selected, and the decision of a majority of the panel with respect to the question of
whether Wheeler has suffered a Disability shall be binding upon Wheeler and the Company.
The expenses of any such referral shall be borne by the Company. Wheeler will cooperate
with reasonable requests for submission to medical examinations made by the Board pursuant
to this Section 8(c). 



        It
is expressly understood that the Disability of Wheeler for a period of one hundred eighty
calendar days or less in the aggregate during any period of twelve consecutive months, in
the absence of any reasonable expectation that his Disability will exist for more than
such a period of time, shall not constitute a failure by him to perform his duties
hereunder and shall not be deemed a breach or default and Wheeler shall receive full
compensation for any such period of Disability or for any other temporary illness or
incapacity during the term of this Agreement. 



        A
termination for Disability shall become effective upon the end of a thirty-day notice
period; provided, however, that Wheeler may not be terminated prior to a final
determination made by the panel described above, if such panel is necessary. In the event
Wheeler’s employment is terminated by reason of his Disability, the Company’s
obligations under this Agreement shall immediately expire. Notwithstanding the foregoing,
the Company shall be obligated to pay to Wheeler (or Wheeler’s personal
representative) the following: 



	 	(i) 	Base
Salary through the Date of Termination;  






	 	(ii) 	Accrued
but unused vacation pay through the Date of Termination;  







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	 	(iii) 	Provided
that Wheeler executes a release of claims against the Company in a form
               reasonably satisfactory to the Company and such release becomes effective
within                60 days following the Date of Termination, notwithstanding anything
in any bonus                plan document to the contrary, an amount equal to the target
annual bonus                Wheeler would otherwise have been entitled to with respect to
the fiscal year in                which the Date of Termination occurs multiplied by a
fraction, the numerator of                which is the number of completed days in the
then-existing fiscal year through                the Date of Termination, and the
denominator of which is three hundred                sixty-five, payable in lump sum
within 30 days following the Date of                Termination; and  






	 	(iv) 	All
other rights and benefits Wheeler is vested in, pursuant to other plans and
               programs of the Company (including, but not limited to, the Company’s
2003                Long-Term Incentive Plan and/or any successor thereto).  






        (d)       By
the Company For Cause. The Term and Wheeler’s employment           hereunder may
be terminated by the Company at any time for Cause (as defined           below). In the
event Wheeler’s employment terminates pursuant to this           Section 8(d), the
Company’s obligations under this Agreement shall           immediately expire.
Notwithstanding the foregoing, the Company shall be           obligated to pay to Wheeler
the following:  




	 	(i) 	Base
Salary through the Date of Termination, payable within sixty days from the
               Date of Termination;  






	 	(ii) 	Accrued
but unused vacation pay through the Date of Termination, payable within
               sixty days from the Date of Termination; and  






	 	(iii) 	All
other rights and benefits Wheeler is vested in, pursuant to other plans and
               programs of the Company (including, but not limited to, the Company’s
2003                Long-Term Incentive Plan and/or any successor thereto).  






        For
purposes of this Agreement, “Cause” is defined as follows: 



	 	(i) 	Willful
and continued failure of Wheeler to substantially perform his duties                with
the company (other than any such failure resulting from Disability or
               occurring after issuance by Wheeler of a Notice of Termination for Good
Reason),                after a written demand for substantial performance is delivered
to Wheeler that                specifically identifies the manner in which the Company
believes that Wheeler                has willfully failed to substantially perform his
duties, and after Wheeler has                failed to resume substantial performance of
his duties on a continuous basis                within thirty (30) calendar days of
receiving such demand;  






	 	(ii) 	Conviction
of a felony involving a crime of moral turpitude; or  






	 	(iii) 	Willfully
engaging in illegal conduct or gross misconduct which is materially                and
demonstrably injurious to the Company.  






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        For
purposes of determining Cause, no act or omission by Wheeler shall be considered
“willful” unless it is done or omitted in bad faith or without reasonable belief
that Wheeler’s action or omission was in the best interests of the Company. Any act
or failure to act based upon: (1) authority given pursuant to a resolution duly adopted by
the Board; or (2) advice of counsel for the Company, shall be conclusively presumed to be
done or omitted to be done by Wheeler in good faith and in the best interests of the
Company. 



        In
addition, Wheeler shall not be deemed to be terminated for Cause unless and until there
shall have been delivered to Wheeler a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (3/4) of the entire membership of the
Board at a meeting called and held for such purpose (after reasonable notice is provided
to Wheeler and Wheeler is given an opportunity, together with counsel, to be heard before
the Board), finding that in the good faith opinion of the Board, Wheeler is guilty of the
conduct defined as Cause below. 



        (e)       By
the Company Without Cause or Resignation of Wheeler with Good Reason.           The
Employment Term and Wheeler’s employment hereunder may be terminated by
          the Company without Cause or by Wheeler’s resignation for Good Reason. In
          the event Wheeler’s employment is terminated by the Company without Cause
          (other than by reason of death or Disability) or by Wheeler’s resignation
          for Good Reason, the Company’s obligations under this Agreement shall
          immediately expire. Notwithstanding the foregoing, unless such termination of
          employment occurs within two years following a Change in Control (as defined
          below), the Company shall be obligated to pay to Wheeler the following:  




	 	(i) 	Base
Salary through the Date of Termination;  






	 	(ii) 	Accrued
but unused vacation pay through the Date of Termination;  






	 	(iii) 	All
other rights and benefits Wheeler is vested in, pursuant to other plans and
               programs of the Company (including, but not limited to, the Company’s
2003                Long-Term Incentive Plan and/or any successor thereto); and  






	 	(iv) 	Provided
that Wheeler executes a release of claims against the Company in a form
               reasonably satisfactory to the Company and such release becomes effective
within                60 days following the Date of Termination:  






	 	(1) 	Notwithstanding
anything in any bonus plan document to the contrary, an amount                equal to
the 65% of Wheeler’s Base Salary for the fiscal year in which the
               Date of Termination occurs multiplied by a fraction, the numerator of
which is                the number of completed days in the then-existing fiscal year
through the Date                of Termination, and the denominator of which is three
hundred sixty-five,                payable in lump sum within 60 days following the Date
of Termination;  






	 	(2) 	An
amount equal to three times Wheeler’s Base Salary and target annual
               bonus established for the fiscal year in which the Date of Termination
occurs,                payable in lump sum within 60 days following the Date of
Termination;  







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	 	(3) 	Continuation
of the health care benefits for Wheeler and his dependents until                the
earlier of (1) the date Wheeler becomes eligible for comparable
               coverage (at a comparable cost) or (2) the third anniversary of the Date
of                Termination, which benefits shall be provided at the same coverage
level as in                effect as of the Date of Termination, and at the same premium
cost to                Wheeler’s that was paid by Wheeler at the time such benefits
were provided                (subject to the terms and conditions of such benefit plans
as in effect from                time to time);  






	 	(4) 	Reimbursement
for outplacement counseling services from an outplacement firm of                national
reputation engaged by Wheeler to assist Wheeler in obtaining new
               employment, provided that the amount required to be reimbursed for such
services                by the Company shall not exceed 15% of Wheeler’s Base Salary
established                for the fiscal year in which the Date of Termination occurs.  






        For
purposes of this Agreement, “Good Reason” shall mean, Wheeler’s resignation
from employment within sixty days after the occurrence of one of the following events
without Wheeler’s express written consent, provided, however, that Wheeler must
provide written notice to the Company within thirty days after the occurrence of the event
allegedly constituting Good Reason, and the Company shall have thirty days after such
notice is given to cure: 



	 	(i) 	Assigning
to Wheeler duties materially inconsistent with his position (including
               status, titles, and reporting relationships), authority or
responsibilities, or                any other action by the Company which results in a
material diminution of                Wheeler’s position, authority, duties, or
responsibilities;  






	 	(ii) 	Requiring
Wheeler to be based at a location that requires Wheeler to travel an
               additional fifty miles total per day;  






	 	(iii) 	Prior
to the date that Wheeler transitions to the position of Executive
               Chairman, materially reducing Wheeler’s Base Salary other than as
provided                for in Section 3(a);  






	 	(iv) 	Prior
to the date that Wheeler transitions to the position of Executive
               Chairman, materially reducing Wheeler’s targeted annual bonus award
               opportunity or incentive award opportunities as set forth in Section 3
herein,                as such opportunities exist as of the Effective Date of this
Agreement;  






	 	(v) 	Purportedly
terminating Wheeler’s employment otherwise than as expressly
               permitted by this Agreement; or  







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	 	(vi) 	Failing
to require any Successor Company, as defined in Section 14, to                assume
and agree to perform the Company’s obligations hereunder.  






     9.    
          Change in Control. 



        (a)       Employment
Termination Within Twenty-Four Calendar Months Following a Change           in Control.
The Term and Wheeler’s employment hereunder may be           terminated by the
Company without Cause (including, for this purpose, by reason           of death or
Disability) or by Wheeler’s resignation for Good Reason, in           either case,
within two years following the consummation of a Change in Control.           In the
event Wheeler’s employment is terminated pursuant to this Section           9(a),
the Company’s obligations under this Agreement shall immediately           expire.
Notwithstanding the foregoing, if such termination of employment occurs           within
two years following a Change in Control (as defined below), the Company           shall
be obligated to pay to Wheeler the following:  




	 	(i) 	Base
Salary through the Date of Termination;  






	 	(ii) 	Accrued
but unused vacation pay through the Date of Termination;  






	 	(iii) 	All
other rights and benefits Wheeler is vested in, pursuant to other plans and
               programs of the Company (including, but not limited to, the Company’s
2003                Long-Term Incentive Plan and/or any successor thereto); and  






	 	(iv) 	Provided
that Wheeler executes a release of claims against the Company in a form
               reasonably satisfactory to the Company and such release becomes effective
within                60 days following the Date of Termination:  






	 	(1) 	Notwithstanding
anything in any bonus plan document to the contrary, an amount                equal to
the target annual bonus Wheeler would otherwise have been entitled to                with
respect to the fiscal year in which the Date of Termination occurs
               multiplied by a fraction, the numerator of which is the number of
completed days                in the then-existing fiscal year through the Date of
Termination, and the                denominator of which is three hundred sixty-five,
payable in lump sum within 60                days following the Date of Termination;  






	 	(2) 	An
amount equal to three times the sum of (A) Wheeler’s Base Salary
               (B) target annual bonus and (C) long term incentive award, in
each                case, established for the fiscal year in which the Date of
Termination occurs,                payable in lump sum within 60 days following the Date
of Termination;  






	 	(3) 	Continuation
of the health care benefits for Wheeler and his dependents until                the
earlier of (1) the date Wheeler becomes eligible for comparable
               coverage (at a comparable cost) or (2) the third anniversary of the Date
of                Termination, which benefits shall be provided at the same coverage
level as in                effect as of the Date of Termination, and at the same premium
cost to                Wheeler’s that was paid by Wheeler at the time such benefits
were provided                (subject to the terms and conditions of such benefit plans
as in effect from                time to time);  






8 










	 	(4) 	All
outstanding stock options, stock appreciation rights, restricted stock,
               performance plan awards and performance awards granted by the Company
under the                Company’s 2003 Long-Term Incentive Plan shall become
immediately                exercisable in full and otherwise vest 100% in accordance with
and subject to                the provisions of such Long-Term Incentive Plan;  






	 	(5) 	A
lump-sum cash payment, payable within 60 days following the Date of
               Termination, of the actuarial present value equivalent of the aggregate
benefits                accrued by Wheeler as of the Date of Termination under the terms
of any and all                supplemental retirement plans in which Wheeler
participates. For this purpose,                such benefits shall be calculated under
the assumption that Wheeler’s                employment continued following the Date
of Termination for three (3) full years                (i.e., three (3) additional
years of age and service credits shall be                added); provided, however, that
for purposes of determining “final average                pay” under such
programs, Wheeler’s actual pay history as of the                effective date of
termination shall be used; and  






	 	(6) 	To
the extent permitted by law, the Company shall pay all legal fees, costs of
               litigation, prejudgment interest, and other expenses incurred in good
faith by                Wheeler as a result of the Company’s refusal to provide the
severance                benefits to which Wheeler becomes entitled under this Agreement,
or as a result                of the Company’s contesting the validity,
enforceability, or interpretation                of this Agreement, or as a result of any
conflict (including conflicts related                to the calculation of parachute
payments) between the parties pertaining to this                Agreement; provided,
however, that the Company shall be reimbursed by Wheeler                for all such fees
and expenses in the event Wheeler fails to prevail with                respect to any one
(1) material issue of dispute in connection with such legal                action.
Wheeler shall not be liable for the Company’s fees or costs related
               to any such litigation.  






        Wheeler
shall not be entitled to receive severance benefits pursuant to this Section 9(a) if he is
terminated for Cause, or if his employment with the Company ends due to death, Disability,
or Retirement. The severance benefits payable pursuant to this Section 9(a) shall be paid
in lieu of, and not in addition to, all other severance benefits provided to Wheeler under
the terms of this Agreement. 



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        (b)       Change
in Control Defined. For purposes of this Agreement, a “Change           in
Control” shall be deemed to have occurred as of the first day that any           one
or more of the following conditions is satisfied:  




	 	(i) 	Any
Person, but excluding the Company and any subsidiary of the Company and any
               employee benefit plan sponsored or maintained by the Company or any
subsidiary                of the Company (including any trustee of such plan acting as
trustee), directly                or indirectly, becomes the Beneficial Owner of
securities of the Company                representing fifty percent (50%) or more of the
combined voting power of the                Company’s then outstanding securities
with respect to the election of                Directors of the Company; provided,
however, that in the event any class of                securities of the Company shall be
publicly held or the Company shall be                required to file periodic or annual
reports with the Securities Exchange                commission under the Securities
Exchange Act, then the percentage referred to in                the preceding clause
shall be reduced from fifty percent (50%) to twenty percent                (20%); or  






	 	(ii) 	During
any twenty-four consecutive month period, the individuals who, at the
               beginning of such period, constitute the Board (the “Incumbent
               Directors”) cease for any reason other than death to constitute at
least a                majority thereof; provided, however, that a Director who was not a
Director at                the beginning of such twenty-four month period shall be deemed
to have satisfied                such twenty-four month requirement (and be an Incumbent
Director) if such                Director was elected by, or on the recommendation of or
with the approval of, at                least two-thirds (2/3) of the Directors who then
qualified as Incumbent                Directors either actually (because they were
Directors at the beginning of such                period) or by prior operation of the
provisions of this Section 9(b)(ii); or  






	 	(iii) 	There
is consummated: (1) a plan of complete liquidation of the Company; or (2)
               a sale or disposition of assets that generated fifty percent (50%) or more
of                the Company’s total net sales (as set forth in the audited
financial                statements for the most recently ended fiscal year) in one or a
series of                related transactions over the immediately preceding twenty-four
month period; or                (3) a merger, consolidation, or reorganization of the
Company with or involving                any other corporation, other than a merger,
consolidation, or reorganization                that would result in the voting
securities of the Company outstanding                immediately prior thereto continuing
to represent (either by remaining                outstanding or by being converted into
voting securities of the surviving                entity) more than sixty-five percent
(65%) of the combined voting power of the                voting securities of the Company
(or such surviving entity) outstanding                immediately after such merger,
consolidation, or reorganization.  






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        However,
in no event shall a Change in Control be deemed to have occurred, with respect to Wheeler,
if Wheeler is part of a purchasing group, which consummates the Change in Control
transaction, Wheeler shall be deemed “part of a purchasing group” for purposes
of the preceding sentence if Wheeler is an equity participant in the purchasing company or
group except for: (1) passive ownership of less than three percent of the stock of
the purchasing company, or (2) ownership of equity participation in the purchasing
company or group which is otherwise not significant, as determined prior to the Change in
Control by a majority of the non-employee continuing Directors. 



     10.    
          Excise Tax Equalisation Payment. 



        (a)       Gross-Up
Payment. In the event that Wheeler becomes entitled to           Severance Benefits
or any other payment or benefit under this Agreement, or           under any other
agreement with or plan of the Company (in the aggregate, the           “Total
Payments”), if all or any part of the Total Payments will be           subject to
the tax (the “Excise Tax”) imposed by Section 4999 of           the
Internal Revenue Code of 1986, as amended (the “Code”) (or any
          similar tax that may hereafter be imposed), the Company shall pay to Wheeler in
          cash an additional amount (the “Gross-Up Payment”) such that the net
          amount retained by Wheeler after deduction of any Excise Tax upon the Total
          Payments and any federal, state, and local income tax, penalties, interest, and
          Excise Tax upon the Gross-Up Payment provided for by this Section 10 (including
          FICA and FUTA), shall be equal to the Total Payments. Such payment shall be
made           by the Company to Wheeler as soon as practical following the Date of
          Termination, but in no event beyond thirty (30) days from such date. For
          purposes of determining the amount of the Gross-Up Payment, Wheeler shall be
          deemed to pay federal income taxes at the highest marginal rate of federal
          income taxation in the calendar year in which the Gross-Up Payment is to be
          made, and state and local income taxes at the highest marginal rate of taxation
          in the state and locality of Wheeler’s residence on the Date of
          Termination, net of the maximum reduction in federal income taxes which could
be           obtained from deduction of such state and local taxes.  




        (c)                 Subsequent
Recalculation. In the event the Internal Revenue Service adjusts the
          computation of the Company under Section 10 herein so that Wheeler did not
          receive the greatest net benefit, the Company shall reimburse Wheeler for the
          full amount necessary to make Wheeler whole, plus a market rate of interest, as
          determined by the Committee.  




     11.    
          Section 409A Compliance. 



        The
parties agree that this Agreement is intended to comply with the requirements of Section
409A of the Code and the regulations and guidance promulgated thereunder (“Section
409A”) or an exemption from Section 409A. The Company shall undertake to administer,
interpret, and construe this Agreement in a manner that does not result in the imposition
on Wheeler of any additional tax, penalty, or interest under Section 409A. 



        A
termination of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or benefits upon or
following a termination of employment unless such termination is also a “separation
from service” within the meaning of Section 409A and, for purposes of any such
provision of this Agreement, references to a “termination,” “termination of
employment” or like terms shall mean “separation from service.” If Wheeler
is deemed on the date of termination to be a “specified employee” within the
meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any
payment or the provision of any benefit that is considered deferred compensation under
Section 409A payable on account of a “separation from service,” and that is not
exempt from Section 409A as involuntary separation pay or a short-term deferral (or
otherwise), such payment or benefit shall be made or provided at the date which is the
earlier of (i) the expiration of the six (6)-month period measured from the date of such
“separation from service” of Wheeler or (ii) the date of Wheeler’s death
(the “Delay Period”). Upon the expiration of the Delay Period, all payments and
benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been
payable in a single sum or in installments in the absence of such delay) shall be paid or
reimbursed to Wheeler in a lump sum without interest, and any remaining payments and
benefits due under this Agreement shall be paid or provided in accordance with the normal
payment dates specified for them herein. 



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        With
regard to any provision herein that provides for reimbursement of costs and expenses or
in-kind benefits, except as permitted by Section 409A of the Code, all such payments shall
be made on or before the last day of calendar year following the calendar year in which
the expense occurred. 



     12.    
          Outplacement Services. In the event of involuntary termination of
          Wheeler’s employment not due to Cause as defined in Section 8 above, and
          not due to Change in Control, as defined in Section 9 above, the Company shall
          provide to Wheeler, at its cost, reasonable and appropriate outplacement
          services. 



     13.    
          Withholding of Taxes. The Company shall be entitled to withhold from any
          amounts payable under this Agreement all taxes as legally shall be required
          (including, without limitation, any United States Federal taxes and any other
          state, city, or local taxes). 



     14.    
          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
          Wheeler, 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 Wheeler.  




     15.    
          Notices. For the purposes of this Agreement, notices and all other
          communications provided for in the Agreement shall be in writing and shall be
          deemed to have been duly given when delivered or mailed by certified or
          registered mail, return receipt requested, postage prepaid, addressed 




	 	         if to the Company: 	Secretary
                                    
Coeur d’Alene Mines Corporation
                                    
400 Coeur d’Alene Mines Building
                                    
505 Front Avenue
                                    
Coeur d’Alene, Idaho 83814-2750 






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	 	         if to Wheeler: 	Mr.
Dennis E. Wheeler                                     
2100 S. Island Green Drive
                                    
Coeur d’Alene, Idaho 83814 








or to such other address as either
party may have furnished to the other in writing in accordance herewith except that notice
of change of address shall be effective only upon receipt. 



     16.    
          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 Wheeler and on behalf of the Company by such other officer as may be
          specifically designated by the Board. No waiver by either party hereto at any
          time or any breach by the other party thereto 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 same or at any prior or 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 Wheeler may have under any other written agreement with
          Company. The validity, interpretation, construction and performance of this
          Agreement shall be governed by the laws of the State of Idaho. 



     17.    
          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. 



     18.    
          Arbitration. Wheeler and the Company agree that in the event a dispute
          arises concerning or relating to Wheeler’s employment with the Company, any
          termination therefrom, or the interpretation, application or enforcement of this
          Agreement, such dispute shall be submitted to binding arbitration in accordance
          with the employment arbitration rules of American Arbitration Association
          (“AAA”) by a single impartial arbitrator experienced in employment law
          selected as follows: if the Company and Wheeler are unable to agree upon an
          impartial arbitrator within ten days of a request for arbitration, the parties
          shall request a panel of employment arbitrators from AAA and alternatively
          strike names until a single arbitrator remains. The arbitration shall take place
          in Coeur d’Alene, Idaho, and both Wheeler and the Company agree to submit
          to the jurisdiction of the arbitrator selected in accordance with AAA’s
          rules and procedures. Wheeler and the Company further agree that arbitration as
          provided for in this section will be the exclusive and binding remedy for any
          such dispute and will be used instead of any court action, which is hereby
          expressly waived, except for any request by either party hereto for temporary or
          preliminary injunctive relief pending arbitration in accordance with applicable
          law, or an administrative claim with an administrative agency. The parties
          further agree that the award of the arbitrator shall be final and binding on
          both parties. The arbitrator shall have discretion to award monetary and other
          damages, or no damages, and to fashion such other relief as the arbitrator deems
          appropriate. The Company will be responsible for paying any filing fees and
          costs of the arbitration proceeding itself (for example, arbitrators’ fees,
          conference room, transcripts), but each party shall be responsible for its own
          attorneys’ fees. THE COMPANY AND WHEELER ACKNOWLEDGE AND AGREE THAT BY
          AGREEING TO ARBITRATE, THEY ARE WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE
          OTHER IN A COURT OF LAW, EITHER STATE OR FEDERAL, AND ARE WAIVING THE RIGHT TO
          HAVE CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY. 




13 









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



		/s/ Dennis E. Wheeler
		Dennis E. Wheeler
	
 	COEUR D’ALENE MINES CORPORATION
	

 	/s/ Robert E. Mellor
		By: Robert E. Mellor
		Title: Director












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