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 Mitchell J. Krebs (“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, Chief Financial Officer and Treasurer, 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, 2009 by amendment. The term, as amended, may be sooner terminated as herein provided. 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.

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

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        (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.

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.

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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)