AMENDMENT TO MERGER IMPLEMENTATION AGREEMENT

AMENDMENT
TO
MERGER IMPLEMENTATION AGREEMENT

This Amendment is made as of the 23 ^rd day of October, 2007.

BETWEEN:
		COEUR D’ ALENE MINES CORPORATION , an Idaho corporation (“ Coeur ”)
		- and -
		PALMAREJO SILVER AND GOLD CORPORATION , a Canadian corporation (“ Palmarejo ”)
RECITALS:

                WHEREAS the parties entered into the Merger Implementation Agreement on May 3, 2007 (the " MIA ”), which was amended by letter agreement dated September 24, 2007;

                AND WHEREAS the parties wish to further amend the MIA;

                NOW THEREFORE , in consideration of the covenants and agreements contained in this Amendment, the parties agree as follows:

1.

The MIA is hereby amended as follows, effective as of the date hereof:

	(a)		in clause 1.1, the definition of “End Date” is hereby changed to “means December 24, 2007”; and
	(b)		Annexure 1 Plan of Arrangement is hereby deleted and replaced with the Plan of Arrangement set out in the schedule attached hereto.

2.

Except as amended hereby, the MIA shall continue in full force and effect, unamended, in accordance with its terms and provisions as modified by the applicable terms and provisions of this Amendment.

3.

Defined terms in this Amendment have the meaning given to them in the MIA, and clause references in this Amendment are to clauses of the MIA.

4.

This Amendment may be signed in any number of counterparts and by the parties on separate counterparts.

                IN WITNESS WHEREOF , the parties hereto have executed this Amendment to the Merger Implementation Agreement as of the date written above.

	COEUR D’ALENE MINES CORPORATION
		Per:		/s/ Mitchell J. Krebs
				Name: Mitchell J. Krebs Title:  Senior Vice President
	PALMAREJO SILVER AND GOLD CORPORATION
		Per:		/s/ Alain Krushnisky
				Name: Alain Krushnisky
				Title:  CFO
		Per:
				Name:
				Title:

PLAN OF ARRANGEMENT
UNDER SECTION 192
OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1
INTERPRETATION

     In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

	(a)		“ Affiliate ” has the meaning ascribed thereto in the Corporations Act;
	(b)		“ Arrangement ” means the arrangement under section 192 of the Corporations Act on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Merger Implementation Agreement or Article 5 hereof;
	(c)		“ Arrangement Resolution ” means the special resolution passed by the Palmarejo Shareholders at the Plan Meeting (voting together as a single class) approving the Arrangement;
	(d)		“ Articles of Arrangement ” means the articles of arrangement of Palmarejo in respect of the Arrangement that are required by the Corporations Act to be sent to the Director after the Final Order is made;
	(e)		“ Bolnisi ” means Bolnisi Gold NL (ACN 008 587 086), of Level 8, 261 George Street, Sydney NSW 2000;
	(f)		“ Business Day ” means any day on which the TSX Venture Exchange is open for trading;
	(g)		“ Canadian Bidco ” means a wholly owned subsidiary of Fairview to be incorporated in Alberta;
	(h)		“ Certificate of Arrangement ” means the certificate of arrangement issued by the Director pursuant to subsection 192(7) of the Corporations Act in respect of the Articles of Arrangement;
	(i)		“ Coeur ” means Coeur D’Alene Mines Corporation, a corporation existing under the laws of the State of Idaho;
	(j)		“ Coeur Share ” a share of common stock of Coeur, par value, US$1.00 per share;

	(k)		“ Corporations Act ” means the Canada Business Corporations Act , as amended;
	(l)		“ Court ” means the Ontario Superior Court of Justice;
	(m)		“CRA” means the Canada Revenue Agency;
	(n)		“ Depositary ” means Olympia Trust Company at its offices set out in the Letter of Transmittal;
	(o)		“ Dissent Rights ” means the rights of dissent in respect of the Arrangement described in section 3.1;
	(p)		“ Dissenting Holder ” means any Palmarejo Shareholder who has duly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;
	(q)		“ Effective Date ” means the date shown on the Certificate of Arrangement giving effect to the Arrangement;
	(r)		“ Effective Time ” means the time specified in writing by Palmarejo and Canadian Bidco on the Effective Date;
	(s)		“ Fairview ” means Fairview Gold Pty Ltd., currently a wholly-owned subsidiary of Bolnisi that, following the implementation of the proposed scheme of arrangement for Bolnisi, will be a wholly-owned, indirect subsidiary of Coeur;
	(t)		“ Final Order ” means the order of the Court approving the Arrangement as such order may be amended at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;
	(u)		“ Implementation Date ” means the date upon which Implementation of the Bolnisi Scheme occurs;
	(v)		“ Implementation of the Bolnisi Scheme ” means the delivery by Bolnisi to an indirect wholly owned subsidiary of Coeur of the instruments of transfer necessary to transfer all outstanding ordinary shares of Bolnisi indirectly to Coeur, as set out in Section 4.2(b)(1) of the Bolnisi scheme of arrangement;
	(w)		“ Implementation Time ” means the time at which Implementation of the Bolnisi Scheme is completed on the Implementation Date;
	(x)		“ Ineligible Overseas Shareholder ” means a Palmarejo Shareholder whose address as shown in the Palmarejo register of shareholders at the Implementation Date is in a jurisdiction other than Canada or the United States, except where Coeur and Palmarejo are reasonably satisfied that the

			issue of Coeur Shares to the Palmarejo Shareholder is not prohibited, not unduly onerous and not unduly impracticable in that jurisdiction
	(y)		“ Interim Order ” means the interim order of the Court providing for, among other things, the calling and holding of the Plan Meeting, as such order may be amended;
	(z)		“ ITA ” means the Income Tax Act (Canada), as amended;
	(aa)		“ Letter of Transmittal ” means the letter of transmittal forwarded by Palmarejo to Palmarejo Shareholders in connection with the Arrangement, in the form accompanying the Plan Circular;
	(bb)		“ Merger Implementation Agreement ” means the agreement dated May 3, 2007 among Coeur and Palmarejo, as amended in accordance thereof, providing for, among other things, the Arrangement;
	(cc)		“ Palmarejo ” means Palmarejo Silver and Gold Corporation, a corporation existing under the Corporations Act;
	(dd)		“ Palmarejo Shares ” means the common shares in the capital of Palmarejo;
	(ee)		“ Palmarejo Shareholders ” means the holders of Palmarejo Shares whose names appear in the register of holders of Palmarejo Shares maintained by or on behalf of Palmarejo and, where the context so provides, includes joint holders of such Palmarejo Shares;
	(ff)		“ Person ” means an individual, corporation, partnership, limited partnership, limited liability company, joint venture, estate, association, trust, unincorporated organization or other entity of any kind or nature;
	(gg)		“ Plan Circular ” means the notice of the Plan Meeting and accompanying Palmarejo management information circular, including all schedules, appendices and exhibits, to be sent to the Palmarejo Shareholders in connection with the Plan Meeting, as amended, supplemented or otherwise modified to be approved by the Court and despatched to Palmarejo Shareholders in accordance with applicable Law;
	(hh)		“ Plan Meeting ” means the special meeting of Palmarejo Shareholders to be held to consider the Arrangement Resolution, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order; and
	(ii)		“ Regulatory Authority ” means a Canadian or foreign government or a governmental, semi-governmental, administrative, fiscal, legislative, executive or judicial body, authority, department, commission, authority, tribunal, agency, entity or office or any minister of the Crown or any state or a delegate of any government.

     The division of this Plan of Arrangement into articles, sections and other portions and the insertion of headings are for reference purposes only and shall not affect the interpretation of this Plan of Arrangement. Unless otherwise indicated, any reference in this Plan of Arrangement to “ Article ” or “ section ” followed by a number refers to the specified Article or section of this Plan of Arrangement. The terms “ this Plan of Arrangement ”, “ hereof ”, “ herein ”, “ hereunder ” and similar expressions refer to this Plan of Arrangement, including any appendices hereto, and any amendments, variations or supplements hereto made in accordance with the terms hereof or the Merger Implementation Agreement or made at the direction of the Court in the Final Order and do not refer to any particular Article, section or other portion of this Plan of Arrangement.

     In this Plan of Arrangement, unless the context otherwise requires, (a) words importing the singular number include the plural and vice versa, (b) words importing any gender include all genders, and (c) “ include ”, “ includes ” and “ including ” shall be deemed to be followed by the words &