8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 17, 2012

Coeur d’Alene Mines Corporation

(Exact name of registrant as specified in its charter)

Idaho	1-8641	82-0109423
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

505 Front Ave., P.O. Box “I”

Coeur d’Alene, Idaho, 83816

(Address of Principal Executive Offices)

(208) 667-3511

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On July 17, 2012, the board of directors (the “Board”) of Coeur d’Alene Mines Corporation (the “Company”) approved forms of indemnification agreements for the Company’s directors and officers. The agreements supplement the indemnification provisions in the Company’s Restated and Amended Articles of Incorporation, and in the Company’s Amended and Restated By-laws as discussed in Item 5.03 below.

The indemnification agreements confirm the Company’s obligation to indemnify its directors and officers against liability arising out of the performance of their duties. The agreements provide mandatory indemnification, on the terms and conditions set forth in the agreements, for expenses, liabilities and losses actually and reasonably incurred by directors and officers in defending legal proceedings in which they are parties by reason of their service to the Company or other entities to which they provide services at the Company’s written request.

The Company also agrees to advance reasonable expenses incurred by directors and officers in defending these legal proceedings, on the terms and conditions set forth in the indemnification agreements, and subject to repayment in the event of a judicial determination that a director or officer is not entitled to indemnification for those expenses. The indemnification agreements also provide procedures for requesting and obtaining indemnification and advancement of expenses.

The foregoing description of the indemnification agreements is a general description only and is qualified in its entirety by reference to the form of director indemnification agreement and form of officer indemnification agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this report and are incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On July 17, 2012, the Board adopted Amended and Restated By-laws (the “By-laws”), which became effective immediately. The amendments to the By-laws are described below.

1. Special Meetings of Shareholders. Section 2.2 of the By-laws was amended to: clarify who may call a special meeting; clarify that only shares for which the holder has full voting rights and full economic interest count towards the proportion of the Company’s shares required for shareholders to request that the Company call a special meeting; set forth timing and content requirements for requests submitted by shareholders to call special meetings; and define what is a proper subject matter for special meetings requested by shareholders.

2. Shareholder Meetings and Voting. The By-laws were amended to address the conduct of shareholder meetings (Section 2.5), setting record dates for, and providing shareholders notice of, an adjourned or recessed meeting (Section 2.4(b) and Section 2.6), the process for adjourning meetings (Section 2.9), and the appointment of one or more inspectors of election before any meeting of shareholders, including the duties and responsibilities of inspectors (Section 2.14). Section 2.8 of the By-laws was amended to clarify the quorum and voting thresholds applicable to action by shareholders, and conform the language of the By-laws to the Idaho Business Corporation Act (the “Act”). Former Article II, Section 10 of the By-laws regarding voting of shares by certain holders was removed as it is already addressed in the Act.

3. Advance Notice Provisions. The By-laws were amended to add Section 2.13, which contains an advance notice provision designed to provide the Company and shareholders with notice of director nominations and other business that shareholders intend to propose for consideration at shareholder meetings. Section 2.13:

(a) requires, in the case of an annual meeting, that a shareholder that intends to make a nomination or propose other business deliver notice to the Company not later than 90 days nor earlier than 120 days prior to the anniversary of the previous annual meeting, subject to certain limited exceptions;

(b) requires, in the case of a special meeting, that a shareholder that intends to make a nomination or propose other business deliver notice to the Company not earlier than 120 days prior to the special meeting, and not later than 90 days prior to the special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting (whichever is later);

(c) provides that the public announcement of the adjournment, recess or postponement of a shareholder meeting does not commence a new time period for the giving of a shareholder’s notice;

(d) requires that a shareholder’s notice provide certain information, including:

(1) in the case of a nomination, information relating to the nominee required to be disclosed in solicitations of proxies for elections of directors in accordance with Regulation 14A under the Securities Exchange Act of 1934 (the “Exchange Act”), and the consent of the nominee to being named in the proxy statement as a nominee and to serving as director if elected;

(2) in the case of business other than nominations, a description of the business to be brought before the meeting, the reasons for conducting the business at the meeting, and any substantial interest in the business of the shareholder and any beneficial owner on whose behalf the business is being proposed; and

(3) information about record and beneficial ownership of the Company’s stock, including, in the case of the shareholder giving the notice or any beneficial owner on whose behalf the notice is being given: (a) any agreement, arrangement or understanding with respect to the nomination or other business between the shareholder or beneficial owner and any other person, and (b) any agreement, arrangement or understanding that has the effect or intent of mitigating loss, managing risk or benefit from changes in the share price of the Company’s stock, or maintaining, increasing or decreasing voting power with respect to the Company’s stock, including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares;

(e) requires that the shareholder submitting the notice (1) provide the Company with updated information about ownership of the Company’s stock, and about any agreements, arrangements or understandings described in the previous item, within five business days after the record date for the meeting, and (2) appear in person or by proxy at the meeting to propose the nomination or other business;

(f) clarifies that the advance notice provisions in the By-laws do not apply to shareholder proposals submitted for inclusion in Company proxy statements pursuant to Rule 14a-8 under the Exchange Act; and

(g) provides that the Board will have the power and duty to determine whether a nomination or other business complies with Section 2.13.

As a result of the By-law amendments, if any shareholder intends to nominate a director or present other business at the 2013 Annual Meeting of Shareholders (not including a proposal submitted for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act), the shareholder’s notice must be delivered to the Company’s Corporate Secretary at the principal office of the Company not later than the close of business on February 7, 2013, and not earlier than the close of business on January 8, 2013. The notice must comply with the applicable requirements of the By-laws.

4. Board of Directors. Article III of the By-laws was amended to:

(a) specify that the Board has the authority to fix the number of directors by resolution;

(b) update the notice procedures for Board meetings;

(c) include a position description for the Chairman of the Board;

(d) include a provision on director resignations;

(e) explicitly authorize the creation of Board committees and specify that limits on the authority of the Executive Committee, as updated for consistency with the Idaho Business Corporation Act, now apply to all Board committees; and

(f) add provisions relating to the operations of the Board, including provisions clarifying the authority of the Board to adopt rules and regulations governing its operations and the oversight of the Company’s business, and provisions addressing action by the Board in an emergency.

5. Officers. Article IV of the By-laws was amended to (a) add a provision on officer resignations, (b) clarify that the position of Chief Executive Officer, not Chairman of the Board, is an officer of the Company, in order to reflect the Company’s current executive leadership structure, and provide position descriptions for the Chief Executive Officer and President that reflect their respective roles, (d) add the Chief Financial Officer as an officer of the Company and provide a position description, and (e) make minor updates to the position descriptions of other officers.

6. Loans and Securities of Other Companies. Article V of the By-laws was updated to (a) provide additional flexibility with respect to authorizing the incurrence of debt by eliminating the requirement that the Board authorize all loans and other indebtedness, and (b) authorize officers to take action with respect to securities of other corporations owned by the Company.

7. Notice. The By-laws were amended to include an expanded Article XI that addresses the process for giving notice under the Act and various provisions of the By-laws. Among other things, Article XI clarifies that “written notice” includes notice by electronic transmission. Various other provisions of the By-laws were updated to clarify that the use of electronic transmissions is permitted in other contexts (for example, with respect to submission of a proxy in Section 2.10).

8. Indemnification and Advance for Expenses. Article XIV of the By-laws was amended to:

(a) update the indemnification provisions applicable to directors, officers and employees to incorporate the standards of conduct that these persons must satisfy in order to receive indemnification under the Act and (in the case of directors) the Company’s Restated and Amended Articles of Incorporation;

(b) eliminate mandatory indemnification and advancement of expenses for agents and provide that the Company may indemnify and advance expenses to agents to the extent it may authorize from time to time;

(c) provide that, except for suits brought to enforce rights under the indemnification provisions, there is no indemnification in suits brought by an indemnitee without Board approval;

(d) require, as a prerequisite for the advancement of expenses, an affirmation of a person’s good faith belief that he or she has met the standard of conduct for indemnification and an undertaking to repay any expenses advanced upon a judicial determination that the person is not entitled to indemnification;

(e) add new provisions regarding (1) amendments to the indemnification provisions of the By-laws, (2) indemnification agreements, (3) settlement of indemnification claims, (4) subrogation of the Company to the rights of recovery of the indemnitee, and (5) severability of any provisions held to be unenforceable;

(f) provide that indemnification applies to actions of former directors, officers, employees or agents while serving in such capacity; and

(g) remove language relevant only to certain institutions like banks and credit unions.

The amendments to the By-laws also made additional clarifying or conforming changes, deleted obsolete provisions, harmonized the language in the By-laws with current provisions of the Act, or made immaterial language changes.

The foregoing summary is qualified in its entirety by reference to the By-laws, which are filed as Exhibit 3.1 to this report and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) List of Exhibits

Exhibit No.	Description
Exhibit 3.1	Amended and Restated By-laws of the Company
Exhibit 10.1	Form of Director Indemnification Agreement
Exhibit 10.2	Form of Officer Indemnification Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COEUR D’ALENE MINES CORPORATION
Date: July 23, 2012	By:	/s/ Frank L. Hanagarne, Jr.
	Name:	Frank L. Hanagarne, Jr.
	Title:	Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
Exhibit 3.1	Amended and Restated By-laws of the Company
Exhibit 10.1	Form of Director Indemnification Agreement
Exhibit 10.2	Form of Officer Indemnification Agreement

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED BY-LAWS

OF

COEUR D’ALENE MINES CORPORATION

Effective July 17, 2012

ARTICLE I

OFFICES

The principal office of the corporation in the State of Idaho shall be located at 505 Front Avenue in the City of Coeur d’Alene, County of Kootenai. The corporation may have such other offices, either within or without the State of Idaho, as the Board of Directors may designate or as the business of the corporation may require from time to time.

The registered office of the corporation in the State of Idaho shall be identical with the principal office in the State of Idaho. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

Section 2.1. Annual Meeting. The annual meeting of shareholders shall be held on the second Tuesday in the month of May in each year at the hour of 9:30 a.m., or at such other time, on such other day, as shall be fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Idaho, such meeting shall be held on the next succeeding business day.

Section 2.2. Special Meetings.

(a) (i) Special meetings of the shareholders of the corporation (A) may be called at any time by the President or by the Board of Directors, for any purpose or purposes proper under applicable law; or (B) may be called by any other person or persons if and as to any matter authorized pursuant to the Articles of Incorporation (including any Certificate of Designations relating to any series of preferred stock) or any amendment thereto, in the manner, at the times and for the purposes so authorized; or (C) shall be called by the Secretary of the corporation at the written request of holders of at least twenty percent (20%) (the “Requisite Percent”) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting and that comply with the notice procedures set forth in Section 2.2(b)(i) with respect to any matter that is a proper subject for such meeting pursuant to Section 2.2(b)(ii) (a “Shareholder-Requested Special Meeting”).

(ii) For purposes of calculating the Requisite Percent under clause (a)(i)(C) above, a shareholder shall be deemed to be a “holder” of only those shares of the corporation having votes entitled to be cast on any issue proposed to be considered at the proposed special meeting and as to which the shareholder possesses both (A) the full voting rights pertaining to the shares and (B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided, however, that the number of shares calculated in accordance with clauses (A) and (B) shall not include any shares (x) sold by such shareholder or any of its affiliates in any transaction that has not been settled or closed, (y) borrowed by such shareholder or any of its affiliates for any purposes or purchased by such shareholder or any of its affiliates pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, or other derivative or similar agreement entered into by such shareholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of the corporation, if in any such case such instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such shareholder’s or affiliates’ full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such shareholder or affiliate. A shareholder shall “hold” shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of Directors and possesses the full economic interest in the shares, provided that this provision shall not alter the obligations of any shareholder to provide the notice described in Section 2.2(b)(i). A shareholder shall be deemed to “hold” shares during any period in which the shareholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the shareholder. The terms “holder,” “held” and other variations of the word “hold” shall have correlative meanings. Whether shares of the corporation are “held” for these purposes shall be decided by the Board of Directors.

(b) (i) In order for a Shareholder-Requested Special Meeting to be called by the Secretary, one or more written requests for a special meeting (individually or collectively, a “Special Meeting Request”) signed and dated by shareholders that hold the Requisite Percent of shares of the corporation (or their duly authorized agents), must be delivered to the Secretary at the principal office of the corporation and must set forth the information required in a shareholder notice pursuant to Section 2.13(a)(iii) of these by-laws.

One or more written requests for a special meeting delivered to the Secretary shall constitute a valid Special Meeting Request only if each such

2

written request satisfies the requirements set forth above and has been dated and delivered to the Secretary within sixty (60) days of the earliest dated of such requests. If the shareholder is not the signatory to the Special Meeting Request, such Special Meeting Request will not be valid unless documentary evidence is supplied to the Secretary at the time of delivery of such Special Meeting Request (or within ten (10) business days thereafter) of such signatory’s authority to execute the Special Meeting Request on behalf of the shareholder. Any requesting shareholder may revoke his, her or its Special Meeting Request at any time prior to delivery to the Secretary of Special Meeting Requests representing holdings in the aggregate of the Requisite Percent by written revocation delivered to the Secretary at the principal office of the corporation; provided, however, that if following such revocation, the unrevoked valid Special Meeting Requests represent ownership in the aggregate of less than the Requisite Percent, there shall be no requirement to hold a special meeting. The determination of the validity of a Special Meeting Request shall be made in good faith by the Board of Directors, which determination shall be conclusive and binding on the corporation and the shareholders and the date of such determination is referred to herein as the “Request Receipt Date”.

(ii) A matter is a proper subject of a Shareholder Requested Special Meeting if it is a proper subject for shareholder action under, and does not involve a violation of, applicable law, unless:

(A) the Request Receipt Date occurs during the period commencing with the close of business on the ninetieth (90^th) day prior to the first anniversary of the date of the preceding year’s annual meeting of shareholders and ending on the date that is ninety (90) days after the most recent annual meeting of shareholders; or

(B) the matter relates to an item of business that is identical or substantially similar (as determined in good faith by the Board of Directors) to an item of business that was presented or is to be presented at any meeting of shareholders held or to be held within one hundred and twenty (120) days of the Request Receipt Date.

(iii) Any special meeting of shareholders shall be held at such date and time as may be fixed by the Board of Directors in accordance with these by-laws and in compliance with the Idaho Business Corporation Act; provided, however, that a Shareholder-Requested Special Meeting shall be called for a date not more than ninety (90) days after the Request Receipt Date unless a later date is required in order to allow the corporation to file the information required under Schedule 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, if applicable.

(iv) Business transacted at any special meeting shall be limited to the purpose or purposes described in the notice of the meeting. If none of the

3

shareholders who submitted the Special Meeting Request appears or sends a qualified representative (as defined in Section 2.13(c)(i) below) to present the matters to be presented for consideration that were specified in the Shareholder Meeting Request, the corporation need not present such matters for a vote at such meeting, notwithstanding that proxies in respect of such matter may have been received by the corporation.

Section 2.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Idaho as the place of meeting for any annual meeting or any special meeting called by the Board of Directors, the President or the Secretary, as applicable. If no other designation is made, the place of meeting shall be the principal office of the corporation in the State of Idaho.

Section 2.4. Notice of Meeting.

(a) Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally, by mail or by electronic transmission, by or at the direction of the President or the Board of the Directors to each shareholder entitled to vote at such meeting.

(b) When a meeting is adjourned or recessed to another time or place, notice need not be given of the adjourned or recessed meeting if the place, date and time thereof are announced at the meeting before the adjournment or recess is taken; provided, however, that if the date of any adjourned or recessed meeting is more than one hundred and twenty (120) days after the date fixed for the original meeting, a notice of the adjourned or recessed meeting shall be given to each shareholder entitled to vote at the meeting. If after the adjournment or recess a new record date is or must be fixed for the adjourned or recessed meeting, the Board of Directors shall fix a new record date in accordance with Section 2.6 of these by-laws, and shall give notice of the adjourned or recessed meeting to each shareholder entitled to vote at such adjourned or recessed meeting as of the new record date.

4

Section 2.5. Organization.

(a) The Chairman of the Board of Directors, if present, shall preside at all meetings of the shareholders. If the Chairman of the Board of Directors is not present at a meeting of the shareholders, the Chief Executive Officer or another person designated by the Board of Directors shall preside in his or her absence.

(b) The Secretary, or in his or her absence, an Assistant Secretary, or in the absence of the Secretary and all Assistant Secretaries, a person whom the chairman of the meeting shall appoint, shall act as Secretary of the meeting and keep a record of the proceedings thereof.

(c) The Board of Directors and the chairman of the meeting each shall have the authority to adopt and enforce such rules or regulations for the conduct of meetings of shareholders and the safety of those in attendance as they shall deem necessary, appropriate or convenient. Subject to such rules and regulations, if any, the chairman of the meeting shall further have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing: (i) an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on participation in the meeting to shareholders of the corporation, their duly authorized and constituted proxies and such other persons as the chairman of the meeting shall permit; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted for consideration of each agenda item and for questions and comments by participants; (vi) and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot; and (vii) procedures (if any) requiring attendees to provide the corporation advance notice of their intent to attend the meeting. The chairman of the meeting may, for any reason, from time to time, adjourn any meeting of shareholders pursuant to Section 2.9, or recess any meeting of shareholders, without notice other than announcement at the meeting and except as provided in Section 2.4(b).

Section 2.6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment or recess thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is delivered or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section 2.6, such determination shall

5

apply to any adjournment or recess thereof unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

Section 2.7. Voting Record. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment or recess thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

Section 2.8. Quorum. A majority of the votes entitled to be cast, represented in person or by proxy at the meeting, shall constitute a quorum at a meeting of shareholders. If a quorum exists: (a) action on a matter other than the election of Directors is approved if the votes cast favoring the action exceed the votes cast opposing the action, and (b) Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election, in either case except to the extent required by the Articles of Incorporation (including any Certificate of Designations relating to any series of preferred stock) or the Idaho Business Corporation Act. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.9. Adjourned Meeting. Any annual or special meeting of shareholders, whether or not a quorum is present, may be adjourned for any reason from time to time by either the chairman of the meeting or a majority of the votes entitled to be cast, represented in person or by proxy at the meeting. At any such adjourned meeting at which a quorum may be present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 2.10. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing or by an electronic transmission from the shareholder or by his, her or its duly authorized attorney-in-fact. The electronic transmission must contain or be accompanied by information from which one can reasonably verify that the shareholder, the shareholder’s agent, or the shareholder’s attorney-in-fact authorized the transmission. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 2.11. Voting of Shares. Subject to the rights of the holders of any series of preferred stock, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.12. Reserved.

6

Section 2.13. Notice of Shareholder Business and Nominations.

(a) Annual Meeting.

(i) Nominations of persons for election to the Board of Directors and the proposal of business other than nominations to be considered by the shareholders may be made at an annual meeting of shareholders only (A) by or at the direction of the Board of Directors (or any committee thereof) or (B) by any shareholder of the corporation who is a shareholder at the time the notice provided for in this Section 2.13(a) is delivered to the Secretary of the corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.13(a).

(ii) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (B) of the foregoing paragraph, the shareholder must have given timely notice thereof in writing to the Secretary of the corporation and such business must be a proper subject for shareholder action. To be timely, a shareholder’s notice must be delivered to the Secretary at the principal office of the corporation not later than the close of business on the ninetieth (90^th) day nor earlier than the close of business on the one hundred and twentieth (120^th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the one hundred and twentieth (120^th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the date on which public announcement (as defined below) of the date of such meeting is first made by the corporation. In no event shall the public announcement of an adjournment, recess or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. Such shareholder’s notice shall set forth:

(A) as to each person whom the shareholder proposes to nominate for election or re-election as a Director (1) all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act, and (2) such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected; provided, however, that, in addition to the information required in the shareholder’s notice pursuant to this Section 2.13(a)(ii)(A), the corporation may require each such person to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such person to serve as a Director of the corporation, including information relevant to a determination whether such person can be considered an independent Director;

7

(B) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the by-laws of the corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such shareholder and the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), if any, on whose behalf the proposal is made;

(C) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made or the business is proposed:

(1) the name and address of such shareholder, as they appear on the corporation’s books, and the name and address of such beneficial owner,

(2) the class and number of shares of capital stock of the corporation which are owned of record by such shareholder and such beneficial owner as of the date of the notice, and a representation that the shareholder will notify the corporation in writing within five (5) business days after the record date for such meeting of the class and number of shares of capital stock of the corporation owned of record by the shareholder and such beneficial owner as of the record date for the meeting, and

(3) a representation that the shareholder intends to appear in person or by proxy at the meeting to propose such nomination or business;

(D) as to the shareholder giving the notice or, if the notice is given on behalf of a beneficial owner on whose behalf the nomination is made or the business is proposed, as to such beneficial owner:

(1) the class and number of shares of capital stock of the corporation which are beneficially owned (as defined below) by such shareholder or beneficial owner as of the date of the notice, and a representation that the shareholder will notify the corporation in writing within five (5) business days after the record date for such meeting of the class and number of shares of capital stock of the corporation beneficially owned by such shareholder or beneficial owner as of the record date for the meeting,

8

(2) a description of any agreement, arrangement or understanding with respect to the nomination or other business between or among such shareholder or beneficial owner and any other person, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable to the shareholder or beneficial owner) and a representation that the shareholder will notify the corporation in writing within five (5) business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting,

(3) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder or beneficial owner, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class of the corporation’s capital stock, or maintain, increase or decrease the voting power of the shareholder or beneficial owner with respect to shares of stock of the corporation, and a representation that the shareholder will notify the corporation in writing within five (5) business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting.

(iii) This Section 2.13(a) shall not apply to a proposal proposed to be made by a shareholder if the shareholder has notified the corporation of his or her intention to present the proposal at an annual or special meeting only pursuant to and in compliance with Rule 14a-8 under the Exchange Act and such proposal has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such meeting.

(b) Special Meeting. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting, including, if the notice so provides, such other matter or matters as the chairman of the meeting or the Board of Directors shall bring before the meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which Directors are to be elected pursuant to the corporation’s notice of meeting (i) by or at the direction of the Board of Directors (or any committee thereof) or (ii) by any shareholder of the corporation (A) who is a shareholder at the time the notice provided for in this Section 2.13(b) is delivered to the Secretary of the corporation, (B) who is entitled to vote at the meeting and upon such election and (C) who complies with the notice procedures set forth in this Section 2.13, or (iii) in the case of a Shareholder-Requested Special Meeting, by any shareholder of the corporation

9

pursuant to Section 2.2. In the event the corporation calls a special meeting of shareholders (other than a Shareholder-Requested Special Meeting) for the purpose of electing one or more Directors to the Board of Directors, any such shareholder entitled to vote in such election of Directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, if the notice required by Section 2.13(a)(ii) shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the one hundred and twentieth (120^th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such special meeting or the tenth (10^th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment, recess or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. Notwithstanding any other provision of these by-laws, in the case of a Shareholder-Requested Special Meeting, no shareholder may nominate a person for election to the Board of Directors or propose any other business to be considered at the meeting, except pursuant to the written request(s) delivered for such special meeting pursuant to Section 2.2.

(c) General.

(i) Except as otherwise provided by law, only such persons who are nominated in accordance with the procedures set forth in this Section 2.13 shall be eligible to be elected at any meeting of shareholders of the corporation to serve as Directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.13. The Board of Directors shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.13. If any proposed nomination or business was not made or proposed in compliance with this Section 2.13, then except as otherwise provided by law, the chairman of the meeting shall have the power and duty to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.13, unless otherwise required by law, if the shareholder does not provide the information required under clauses (a)(ii)(C)(2) and (a)(ii)(D)(1)-(3) of this Section 2.13 to the corporation within the timeframes specified herein, or if the shareholder (or a qualified representative of the shareholder) does not appear at the annual or special meeting of shareholders of the corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of Section 2.2(b)(iv) and this Section 2.13, to be considered a “qualified representative” of a shareholder, a person must be a duly authorized officer, manager or partner of such shareholder or authorized by a writing executed by such shareholder (or a reliable reproduction or electronic transmission thereof) delivered to the corporation prior to the making of such

10

nomination or proposal at such meeting by such shareholder stating that such person is authorized to act for such shareholder as proxy at the meeting of shareholders.

(ii) For purposes of this Section 2.13, a “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act. For purposes of clause (a)(ii)(D)(1) of this Section 2.13, shares shall be treated as “beneficially owned” by a person if the person beneficially owns such shares, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Regulations 13D and 13G thereunder or has or shares pursuant to any agreement, arrangement or understanding (whether or not in writing): (A) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition or both), (B) the right to vote such shares, alone or in concert with others and/or (C) investment power with respect to such shares, including the power to dispose of, or to direct the disposition of, such shares.

Section 2.14. Inspectors of Election. Before any meeting of shareholders, the Board of Directors shall appoint one or more inspectors of election to act at the meeting or its adjournment. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy. Inspectors need not be shareholders. No Director or nominee for the office of Director shall be appointed such an inspector.

Such inspectors shall:

(a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;

(b) receive votes, ballots or consents;

(c) hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d) count and tabulate all votes or consents;

(e) determine when the polls shall close;

(f) determine the result; and

(g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

11

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. Any report or certificate made by the inspectors of election shall be prima facie evidence of the facts stated therein.

Section 2.15. Action by Shareholders Without a Meeting. Any action required or permitting to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. All corporate powers shall be exercised by, or under authority of, and the business and affairs of the corporation shall be managed under the direction of the Board of Directors. In addition to the powers and authorities these by-laws expressly confer upon it, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation (including any Certificate of Designations relating to any series of preferred stock) or these by-laws required to be exercised or done by the shareholders.

Section 3.2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be not less than five (5) nor more than eleven (11), the exact number to be determined from time to time solely by resolution adopted by affirmative vote of a majority of the Directors then in office. Each Director shall hold office until the next annual meeting of shareholders and until his or her successor shall have been elected and qualified. Directors need not be residents of the State of Idaho. No person shall serve as a Director unless such person is a shareholder of the corporation.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders.

All other meetings of the Board of Directors, regular or special, or meetings of any committee designated thereby, may be held either within or without the State of Idaho at a place to be designated by the Board of Directors. Regular or special meetings of the Board of Directors may be called by, or at the request of, the Chairman, President or any two Directors. A regular meeting of the Board of Directors shall be held during each calendar quarter of the year with the date of each regular meeting publicized among all Directors.

Special meetings of the Board of Directors may be held upon twenty-four (24) hours written or oral notice thereof before the meeting, being given to each Director. Notice of special meetings need not specify the business to be transacted at, or the purposes of, such meetings.

Any Director may waive notice of any special meeting. The attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting, except where a Director

12

attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the waiver of notice of such meeting.

The members of the Board of Directors, or any committee designated thereby, may participate in a regular or special meeting of the Board of Directors or any committee designated thereby by means of a conference telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 3.4. Quorum. A majority of the number of Directors fixed by Section 3.2 shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 3.5. Manner of Acting. Except as otherwise provided in these by-laws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.6. Chairman of the Board of Directors. The Chairman of the Board of Directors, if present, shall preside at meetings of the shareholders and Directors and shall perform such other duties as the Board of Directors may from time to time determine. If the Chairman of the Board of Directors is not present at a meeting of the Board of Directors, another Director chosen by the Board of Directors shall preside in his or her absence.

Section 3.7. Rules and Regulations. The Board of Directors may adopt such rules and regulations not inconsistent with the provisions of law, the Articles of Incorporation or these by-laws for the conduct of its meetings and management of the business and affairs of the corporation as the Board of Directors shall deem proper.

Section 3.8. Action Without A Meeting. Any action required or permitted to be taken by the Board of Directors or any committee designated thereby at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

Section 3.9. Resignations. Any Director may resign at any time upon notice given in writing to the Board of Directors, the Chairman of the Board of Directors or the Secretary. Such resignation shall take effect upon delivery, unless the resignation specifies a later effective date. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.10. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

13

Section 3.11. Compensation. The Board of Directors shall have the authority to fix the compensation, if any, of Directors by adopting a resolution fixing such compensation and may also provide for the payment of expenses incurred by each Director in the performance of his or her duties.

Section 3.12. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation within three (3) days after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 3.13. Director Emeritus. The Directors may at any time appoint any of the former Directors as a Director Emeritus. Such a Director may be entitled to participate in meetings of the Board of Directors, but shall not count toward a quorum or be entitled to vote on any matters.

Section 3.14. Emergency By-laws. In the event of any emergency, as referred to in Section 30-1-207 of the Idaho Business Corporation Act, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee of the Board of Directors cannot readily be convened for action, then the Director or Directors in attendance at the meeting shall constitute a quorum. Such Director or Directors in attendance may further take action to appoint one or more of themselves or other Directors to membership on any standing or temporary committees of the Board of Directors as they shall deem necessary and appropriate.

14

Section 3.15. Committees of the Board of Directors.

(a) The Board of Directors may designate one or more committees, and appoint one or more Directors to serve on any such committees. The Board of Directors may designate one or more Directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. Unless the Articles of Incorporation or these by-laws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent specified by the Board of Directors or in the Articles of Incorporation or these by-laws, may exercise the powers of the Board of Directors; but no such committee shall have the power or authority in reference to:

(1) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the Board of Directors;

(2) approve or propose to shareholders action that the Idaho Business Corporation Act requires be approved by shareholders;

(3) fill vacancies on the Board of Directors or, subject to Section 3.15(a), any committee thereof; or

(4) adopt, amend or repeal by-laws.

(b) Any committee of the Board of Directors may adopt such rules and regulations not inconsistent with the provisions of law, the Articles of Incorporation or these by-laws for the conduct of its meetings as such committee may deem proper.

ARTICLE IV

OFFICERS

Section 4.1. Number. The officers of the corporation shall be a Chief Executive Officer, a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and, in the discretion of the Board of Directors, a Controller, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 4.2. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected by the Board of Directors to serve for the term established by the Board of Directors. Such elections shall be held at a meeting duly called for such a purpose. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

Section 4.3. Removal and Resignation.

Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer may resign at any time upon written notice to the corporation, but such resignation shall be without prejudice to the contract rights, if any, of the officer so resigning.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors.

15

Section 4.5. Chief Executive Officer. Subject to the control of the Board of Directors, the Chief Executive Officer shall have general charge of the conduct of the business of the corporation and shall have and perform all powers and duties incident to the office of the Chief Executive Officer of a corporation (except when the President, as such, must act in order to comply with the provisions of any law) and such other powers and duties as from time to time may be assigned to him or her by the Board of Directors.

Section 4.6. Chief Financial Officer. The Chief Financial Officer shall have general responsibility for overall supervision of the financial operations of the corporation and shall perform all duties incident to the office of the Chief Financial Officer and have such other powers and duties as from time to time may be assigned to him or her by the Board of Directors or by the Chief Executive Officer.

Section 4.7. President. The President shall have general responsibility for the management and control of the operations of the corporation. The President shall have the power to affix the signature of the corporation to all contracts that have been authorized by the Board of Directors or the Chief Executive Officer. In general, the President shall perform all duties incident to the office of President and have such other powers and duties as from time to time may be conferred upon him or her or assigned to him or her by the Board of Directors or by the Chief Executive Officer.

Section 4.8. The Vice-Presidents. The Vice-President or the Vice-Presidents shall perform such duties as from time to time may be assigned to them by the President or by the Board of Directors. Any Vice-President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation, deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed.

Section 4.9. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporation records and of the seal of the corporation; (d) keep a register for the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 4.10. The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Section 5.3 of these by-laws; and (c) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. If

16

required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 4.11. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign, with the President or a Vice-President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

Section 4.12. Compensation. The compensation of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a Director of the corporation.

Section 4.13. Controller. The Controller shall perform such financial and accounting duties as may be assigned to him or her by the Board of Directors or by the President.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by a resolution of the Board of Directors.

Section 5.3. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 5.4. Action with Respect to Securities of Other Corporations. The Chief Executive Officer or any other officer of the corporation authorized by the Board of Directors or the Chief Executive Officer is authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

17

ARTICLE VI

OWNERSHIP OF SHARES AND THEIR TRANSFER

Section 6.1. Ownership of Shares. Shares of the corporation may be owned either in (i) certificated form, in which ownership of the shares is represented by a physical certificate, or (ii) uncertificated form pursuant to procedures adopted by the Board of Directors, in which the shares will be held in book-entry form in a Direct Registration System (“DRS”) and no physical certificate is printed.

Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.

All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that, in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

Section 6.2. Transfer of Shares. Transfer of shares of the corporation shall be made either (i) if in uncertificated form, by electronic book-entry transfer pursuant to a DRS, or (ii) if in certificated form, by a transfer of the stock certificate representing the shares. Transfer of certificated shares shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his, her or its legal representative, who shall furnish proper evidence of authority to transfer, or by his, her or its attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall begin on the first (1^st) day of January and end on the thirty-first (31^st) day of December in each year.

18

ARTICLE VIII

DIVIDENDS

The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereupon the name of the corporation and the state of incorporation and the words “Corporate Seal”.

ARTICLE X

SUBJECT TO LAW AND ARTICLES OF INCORPORATION

All powers, duties and responsibilities provided for in these by-laws, whether or not explicitly so qualified, are qualified by the Articles of Incorporation (including any Certificate of Designations relating to any series of preferred stock) and applicable law.

ARTICLE XI

NOTICE

Section 11.1. Methods of Notice.

(a) Any notice under the Idaho Business Corporation Act or these by-laws must be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice.

(b) Notice may be communicated in person; by mail or other method of delivery; or by telephone, voice mail, email, facsimile or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.

(c) It shall not be necessary that the same method of giving notice be employed in respect of all Directors or shareholders. One permissible method may be employed in respect of any one or more Directors or shareholders; and any other permissible method or methods may be employed in respect of any other or others.

Section 11.2. Notice to Corporation. Unless otherwise required by these by-laws, written notice to the corporation may be addressed to its registered agent at its registered office or to the corporation or its Secretary at its principal office shown in its most recent annual report filed with the Idaho Secretary of State.

19

Section 11.3. Effective Date of Notice.

(a) Written notice by the corporation to a shareholder, if in a comprehensible form, is effective and delivered:

(i) Upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder’s address shown in the corporation’s current record of shareholders, or

(ii) When electronically transmitted to the shareholder in a manner authorized by the shareholder.

(b) Except as provided in Section 11.3(a), written notice, if in a comprehensible form, is effective at the earliest of the following:

(i) When received;

(ii) Five (5) days after its deposit in the United States mail, if mailed postpaid and correctly addressed;

(ii) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(c) Oral notice is effective when communicated if communicated in a comprehensible manner.

Section 11.4. Waiver of Notice. Whenever any notice is required to be given to any shareholder or Director of the corporation under the provisions of these by-laws, the Articles of Incorporation (including any Certificate of Designations relating to any series of preferred stock) or the Idaho Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

20

ARTICLE XII

AMENDMENTS

These by-laws may be altered, amended or repealed, and new by-laws may be adopted by the Board of Directors subject to repeal or change by the shareholders at any regular or special meeting.

ARTICLE XIII

EXECUTIVE COMMITTEE

Section 13.1. Appointment. The Board of Directors by a resolution adopted by a majority of the full Board of Directors, may designate three (3) or more of its members to constitute an executive committee. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

Section 13.2. Authority. The executive committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by law, the resolution appointing the executive committee, the Articles of Incorporation or these by-laws.

Section 13.3. Tenure and Qualifications. Each member of the executive committee shall hold office until the next regular annual meeting of the Board of Directors following his or her designation and until his or her successor is designated as a member of the executive committee and is elected and qualified.

Section 13.4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day’s notice stating the place, date and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

Section 13.5. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 13.6. Action Without A Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.

21

Section 13.7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full Board of Directors.

Section 13.8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the President or Secretary of the corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 13.9. Procedure. The executive committee shall elect a presiding officer from its members. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken.

ARTICLE XIV

INDEMNIFICATION AND ADVANCE FOR EXPENSES

Section 14.1. Right to Indemnification—Directors. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative, arbitrative, investigative or otherwise, and whether formal or informal, because he or she is or was a Director of the corporation, or while a Director, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity, against all liability incurred in such proceeding, except, in accordance with the Articles of Incorporation, liability for: (a) receipt of a financial benefit to which the Director is not entitled; (b) an intentional infliction of harm on the corporation or its shareholders; (c) a violation of Section 30-1-833 of the Idaho Business Corporation Act; or (d) an intentional violation of criminal law.

Section 14.2. Right to Indemnification—Officers and Employees. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative, arbitrative, investigative or otherwise, and whether formal or informal, because he or she is or was an officer or employee of the corporation, or while an officer or employee, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity, against all liability incurred in such proceeding if: (a) the officer or employee conducted himself or herself in good faith; (b) the officer or employee reasonably believed, in the case of conduct in her or her official capacity, that the conduct was in the best interests of the corporation and in all cases, that the conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, the officer or employee had no reasonable cause to believe that the conduct was unlawful.

22

Section 14.3. Limits on Indemnification. Notwithstanding the foregoing, unless ordered by a court, no indemnification shall be made in connection with: (a) any proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with such proceeding if it is determined that a Director, officer or employee has met the relevant standard of conduct set forth in Section 14.1 or 14.2; or (b) any proceeding with respect to which a Director, officer or employee was adjudged liable on the basis that such person received a financial benefit to which he or she was not entitled, whether or not involving action in such person’s official capacity.

Section 14.4. Proceedings Brought by Indemnitees. Notwithstanding anything in this Article XIV, except as otherwise required by law or provided in this Section 14.4 with respect to proceedings to enforce rights under this Article XIV, the corporation shall indemnify a Director, officer or employee in connection with a proceeding, or part thereof, initiated by such person (including claims and counterclaims, whether such counterclaims are asserted by such person or by the corporation in a proceeding initiated by such person) only if such proceeding, or part thereof, was authorized or ratified by the Board of Directors. To the extent that a Director, officer or employee has been successful, in whole or in part, in any proceeding brought to enforce rights under this Article XIV (or in any proceeding brought by the corporation to recover an advance for expenses pursuant to the terms of an undertaking), he or she shall be indemnified against reasonable expenses incurred by him or her in connection therewith.

Section 14.5. Mandatory Indemnification. Notwithstanding any other provision of these by-laws, to the extent that a Director, officer or employee is successful, on the merits or otherwise, in defense of any proceeding referred to in Section 14.1 or 14.2, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all expenses actually and reasonably incurred by him or her in connection therewith. If such Director, officer or employee is not wholly successful in such proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such proceeding, the corporation shall indemnify him or her against all expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 14.5 and without limitation, the termination of any claim, issue or matter in such a proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 14.6. Determination of Entitlement to Indemnification. Any indemnification of a Director, officer or employee under Section 14.1 or 14.2 (unless ordered by a court) shall be made by the corporation only as authorized upon a determination that indemnification of such person is proper in the circumstances because he or she has met the relevant standard of conduct set forth in Section 14.1 or 14.2. In the case of a person who is or was a Director or officer, such determination shall be made in accordance with the procedures set forth in Section 30-1-855 of the Idaho Business Corporation Act, and, in the case of a person who is or was an employee of the corporation, such determination shall be made by the disinterested Directors, or by the Chief Executive Officer or any other officer of the corporation authorized to make such determination.

Section 14.7. Right to Advance for Expenses. The corporation shall, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses

23

incurred by: (a) a Director in defending any proceeding referred to in Section 14.1; or (b) an officer or employee in defending any proceeding referred to in Section 14.2; provided, however, that any funds shall be advanced to a Director, officer or employee only if such person delivers to the corporation: (a) a written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct set forth in Section 14.1 or 14.2 or, in the case of a Director, that the proceeding involves conduct for which liability has been eliminated under the Articles of Incorporation; and (b) a written undertaking to repay any funds advanced if such person is not entitled to mandatory indemnification under Section 14.5 and it shall ultimately be determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that such person did not meet the relevant standard of conduct set forth in Section 14.1 or 14.2.

Section 14.8. Non-Exclusivity. The rights provided by this Article XIV shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any articles of incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and to action in another capacity while holding such office. The rights conferred upon indemnitees in this Article XIV shall be contract rights that shall vest at the time an individual becomes a Director, officer or employee of the corporation and such rights shall continue as to an indemnitee who has ceased to be a Director, officer or employee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article XIV that adversely affects any right of an indemnitee or his or her successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

Section 14.9. Indemnification of Agents. The corporation may, to the extent authorized from time to time, grant rights to indemnification and to advance for expenses to any agent of the corporation to the fullest permitted by law.

Section 14.10. Indemnification Agreements; Insurance. The corporation shall have the power to enter into agreements with any Director, officer, employee or agent in furtherance of the provisions of this Article XIV to provide for the payment of such amounts as may be appropriate to effect the indemnification and advance for expenses as provided in this Article XIV. The corporation may purchase and maintain insurance to protect itself and any person who is or was a Director, officer, employee or agent of the corporation, or while a Director, officer, employee or agent, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify or advance expenses to him or her against such liability under the provisions of this Article XIV or otherwise.

Section 14.11. Settlements. The corporation shall not be liable to provide indemnification under this Article XIV for any amounts paid in settlement of any proceeding effected without the corporation’s written consent, which consent shall not be unreasonably withheld, or for any judicial award if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such proceeding.

24

Section 14.12. Subrogation. In the event of payment under this Article XIV, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the corporation effectively to bring suit to enforce such rights.

Section 14.13. Severability. If any provision or provisions of this Article XIV shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article XIV (including, without limitation, all portions of any section of this Article XIV containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article XIV (including, without limitation, all portions of any section of this Article XIV containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of the parties that the corporation provide protection to the indemnitee to the fullest enforceable extent.

*    *    *

The foregoing constitute the by-laws of Coeur d’Alene Mines Corporation as last amended effective July 17, 2012.

25

EX-10.1

Exhibit 10.1

COEUR D’ALENE MINES CORPORATION

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [date] between Coeur d’Alene Mines Corporation, an Idaho corporation (the “Company”), and [name] (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining directors is detrimental to the best interests of the Company and its shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, the Idaho Business Corporation Act (the “IBCA”) and the Articles of Incorporation and Bylaws of the Company provide directors with certain indemnification rights and also provide that the Company may enter into agreements with directors with respect to indemnification;

WHEREAS, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, directors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the IBCA and the Articles of Incorporation and Bylaws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the IBCA and the Articles of Incorporation and Bylaws of the Company and insurance as adequate in the present circumstances, and may not be willing to serve as a director without adequate protection, and the Company desires Indemnitee to serve in such capacity, and Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that the Indemnitee be so indemnified;

DIRECTOR INDEMNIFICATION AGREEMENT- 1

AGREEMENT

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director of the Company from and after the date hereof, the parties hereto agree as follows:

1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, except for liability for (i) receipt of a financial benefit to which Indemnitee is not entitled, (ii) an intentional infliction of harm on the Company or its shareholders, (iii) a violation of Section 30-1-833 of the IBCA, or (iv) an intentional violation of criminal law.

(b) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, except for liability for (i) receipt of a financial benefit to which Indemnitee is not entitled, (ii) an intentional infliction of harm on the Company or its shareholders, (iii) a violation of Section 30-1-833 of the IBCA, or (iv) an intentional violation of criminal law.

(c) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

2. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

DIRECTOR INDEMNIFICATION AGREEMENT- 2

3. Advancement of Expenses. Notwithstanding any other provision of this Agreement, and except as permitted by Section 5(d) and 5(e), the Company shall advance all Expenses incurred by or on behalf of Indemnitee in defending any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by Indemnitee of his good faith belief that he has met the requirements for indemnification pursuant to this Agreement, the IBCA, and the Articles of Incorporation and Bylaws of the Company, or that the Proceeding concerns conduct for which liability has been eliminated under the Articles of Incorporation of the Company and (ii) a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 3 shall be unsecured and interest free.

4. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the IBCA and public policy of the State of Idaho. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 4(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following three methods, which shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors (as defined in Section 10), even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, or (3) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel (as defined in Section 10) in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee. For purposes hereof, Disinterested Directors are

DIRECTOR INDEMNIFICATION AGREEMENT- 3

those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee. Notwithstanding the foregoing, in the event of a Change of Control (as defined in Section 10), the determination of Indemnitee’s entitlement to indemnification may, at Indemnitee’s option, be made by Independent Counsel.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4(b), the Independent Counsel shall be selected as provided in this Section 4(c). Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the grounds that the Independent Counsel so selected does not meet the requirements of Independent Counsel, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 4(a), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the court for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 4(b). The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 4(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 4(c), regardless of the manner in which such Independent Counsel was selected or appointed. Notwithstanding the foregoing, Indemnitee shall select the Independent Counsel in the event of a Change of Control if Indemnitee opts to have Independent Counsel make the determination of Indemnitee’s entitlement to indemnification.

(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the “Enterprise” (as defined in Section 10), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public

DIRECTOR INDEMNIFICATION AGREEMENT- 4

accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 4(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the person, persons or entity empowered or selected under Section 4 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto.

(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or Proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, claim or Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent,

DIRECTOR INDEMNIFICATION AGREEMENT- 5

shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

5. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 4 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 4(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 4 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such Proceeding seeking an adjudication within one-hundred eighty (180) days following the date on which Indemnitee first has the right to commence such Proceeding pursuant to this Section 5(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b) In the event that a determination shall have been made pursuant to Section 4(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 5 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 4(b).

(c) If a determination shall have been made pursuant to Section 4(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 5, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) In the event that Indemnitee, pursuant to this Section 5, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all Expenses (of the types described in the definition in Section 10) actually and reasonably incurred by him in such judicial adjudication; provided, however, that Indemnitee shall reimburse the Company the full amount of such advances if Indemnitee does not ultimately prevail in such judicial adjudication.

(e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 5 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee

DIRECTOR INDEMNIFICATION AGREEMENT- 6

against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, provided, however, that Indemnitee shall reimburse the Company the full amount of such advances if Indemnitee does not ultimately prevail in such action.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

6. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles of Incorporation, the Bylaws, any agreement, a vote of shareholders, a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the IBCA, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Articles of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee may be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding, but only to the extent such payment is in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall

DIRECTOR INDEMNIFICATION AGREEMENT- 7

execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who, while a director of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

7. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity or advancement of Expenses in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) except for counterclaims asserted by Indemnitee, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) the Proceeding is to enforce this Agreement pursuant to Section 5(d) or 5(e).

8. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is a director of the Company (or, while serving as a director of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any Proceeding commenced under Section 5 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all, or substantially all, of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DIRECTOR INDEMNIFICATION AGREEMENT- 8

9. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a director of the Company; the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director of the Company.

(b) The Company shall not seek from a court, or agree to, a “bar order” that would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of Expenses under this Agreement.

10. Definitions. For purposes of this Agreement:

(a) “Change of Control” shall be deemed to have occurred if the individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the shareholders of the Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board.

(b) “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person, while a director of the Company, is or was serving at the express written request of the Company.

(c) “Disinterested Director(s)” means director(s) of the Company who is/are not and was/were not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) “Enterprise” shall mean the Company, any subsidiary entity of the Company, and any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

(e) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding [and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement], including without limitation the premium, security for, and other costs relating to any cost bond,

DIRECTOR INDEMNIFICATION AGREEMENT- 9

supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(f) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(g) “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, judicial, administrative, or legislative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 5 of this Agreement to enforce his rights under this Agreement.

11. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

12. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

13. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

DIRECTOR INDEMNIFICATION AGREEMENT- 10

14. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a) To Indemnitee at the address set forth below Indemnitee signature hereto.

(b) To the Company at:

Coeur d’Alene Mines Corporation

505 Front Avenue

Coeur d’Alene, Idaho 83814

Attention: Secretary

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

16. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

17. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Idaho, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the courts located in Kootenai County, Idaho, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of such courts for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in such courts, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in such courts has been brought in an improper or inconvenient forum. Notwithstanding the foregoing, to the extent such courts are not able to exercise jurisdiction over any action or proceeding arising out of or in connection with this Agreement, or one or more of the parties hereto is subject to a statutory stay preventing such party from bringing an action or proceeding in such courts, the parties hereto agree to submit to the jurisdiction of the court or legal tribunal with such jurisdiction over such action or proceeding.

DIRECTOR INDEMNIFICATION AGREEMENT- 11

IN WITNESS WHEREOF, each of the undersigned have executed and delivered this Indemnification Agreement on and as of the date first set forth above.

COMPANY:

COEUR D’ALENE MINES CORPORATION

By:

Name:

Title:

INDEMNITEE:

Name:

Address:

[SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT]

EX-10.2

Exhibit 10.2

COEUR D’ALENE MINES CORPORATION

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [date] between Coeur d’Alene Mines Corporation, an Idaho corporation (the “Company”), and [name] (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve corporations as officers unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining officers is detrimental to the best interests of the Company and its shareholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, the Idaho Business Corporation Act (the “IBCA”) and the Bylaws of the Company provide that the Company is required to provide officers of the Company with certain indemnification rights;

WHEREAS, the Company may enter into agreements with officers of the Company with respect to indemnification;

WHEREAS, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, officers so that they will serve or continue to serve the Company free from undue concern that they will not be indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the IBCA and the Articles of Incorporation and Bylaws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the IBCA and the Articles of Incorporation and Bylaws of the Company and insurance as adequate in the present circumstances, and may not be willing to serve as an officer without adequate protection, and the Company desires Indemnitee to serve in such capacity, and Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that the Indemnitee be so indemnified;

OFFICER INDEMNIFICATION AGREEMENT -1

AGREEMENT

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as an officer of the Company from and after the date hereof, the parties hereto agree as follows:

1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if: (a) the Indemnitee conducted himself or herself in good faith; (b) the Indemnitee reasonably believed, in the case of conduct in his or her official capacity, that the conduct was in the best interests of the Company and in all cases, that the conduct was at least not opposed to the best interests of the Company; and (c) in the case of any criminal proceeding, the Indemnitee had no reasonable cause to believe that the conduct was unlawful.

(b) Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if: (a) the Indemnitee conducted himself or herself in good faith; (b) the Indemnitee reasonably believed, in the case of conduct in his or her official capacity, that the conduct was in the best interests of the Company and in all cases, that the conduct was at least not opposed to the best interests of the Company; and (c) in the case of any criminal proceeding, the Indemnitee had no reasonable cause to believe that the conduct was unlawful.

(c) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

OFFICER INDEMNIFICATION AGREEMENT -2

2. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

3. Advancement of Expenses. Notwithstanding any other provision of this Agreement, and except as permitted by Section 5(d) and 5(e), the Company shall advance all Expenses incurred by or on behalf of Indemnitee in defending any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by (i) a written affirmation by Indemnitee of his good faith belief that he has met the requirements for indemnification pursuant to this Agreement, the IBCA, and the Articles of Incorporation and Bylaws of the Company, or that the Proceeding concerns conduct for which liability has been eliminated under the Articles of Incorporation of the Company and (ii) a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 3 shall be unsecured and interest free.

4. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the IBCA and public policy of the State of Idaho. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 4(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following three methods, which shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors (as defined in Section 10), even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, or

OFFICER INDEMNIFICATION AGREEMENT -3

(3) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel (as defined in Section 10) in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee. For purposes hereof, Disinterested Directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee. Notwithstanding the foregoing, in the event of a Change of Control (as defined in Section 10), the determination of Indemnitee’s entitlement to indemnification may, at Indemnitee’s option, be made by Independent Counsel.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4(b), the Independent Counsel shall be selected as provided in this Section 4(c). Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the grounds that the Independent Counsel so selected does not meet the requirements of Independent Counsel, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 4(a), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the court for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 4(b). The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 4(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 4(c), regardless of the manner in which such Independent Counsel was selected or appointed. Notwithstanding the foregoing, Indemnitee shall select the Independent Counsel in the event of a Change of Control if Indemnitee opts to have Independent Counsel make the determination of Indemnitee’s entitlement to indemnification.

(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the “Enterprise” (as defined in Section 10),

OFFICER INDEMNIFICATION AGREEMENT -4

including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 4(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the person, persons or entity empowered or selected under Section 4 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto.

(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or Proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, claim or Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

OFFICER INDEMNIFICATION AGREEMENT -5

(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

5. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 4 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 4(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 4 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such Proceeding seeking an adjudication within one-hundred eighty (180) days following the date on which Indemnitee first has the right to commence such Proceeding pursuant to this Section 5(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b) In the event that a determination shall have been made pursuant to Section 4(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 5 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 4(b).

(c) If a determination shall have been made pursuant to Section 4(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 5, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) In the event that Indemnitee, pursuant to this Section 5, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all Expenses (of the types described in the definition in Section 10) actually and reasonably incurred by him in such judicial adjudication; provided, however, that Indemnitee shall reimburse the Company the full amount of such advances if Indemnitee does not ultimately prevail in such judicial adjudication.

(e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 5 that the procedures and presumptions of this Agreement

OFFICER INDEMNIFICATION AGREEMENT -6

are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, provided, however, that Indemnitee shall reimburse the Company the full amount of such advances if Indemnitee does not ultimately prevail in such action.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

6. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles of Incorporation, the Bylaws, any agreement, a vote of shareholders, a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the IBCA, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Articles of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee may be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding, but only to the extent such payment is in accordance with the terms of such policies.

OFFICER INDEMNIFICATION AGREEMENT -7

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who, while an officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

7. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity or advancement of Expenses in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) except for counterclaims asserted by Indemnitee, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) the Proceeding is to enforce this Agreement pursuant to Section 5(d) or 5(e).

8. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer of the Company (or, while serving as an officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any Proceeding commenced under Section 5 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all, or substantially all, of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

OFFICER INDEMNIFICATION AGREEMENT -8

9. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer of the Company; the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer of the Company.

(b) The Company shall not seek from a court, or agree to, a “bar order” that would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of Expenses under this Agreement.

10. Definitions. For purposes of this Agreement:

(a) “Change of Control” shall be deemed to have occurred if the individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the shareholders of the Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board.

(b) “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person, while an officer of the Company, is or was serving at the express written request of the Company.

(c) “Disinterested Director(s)” means director(s) of the Company who is/are not and was/were not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) “Enterprise” shall mean the Company, any subsidiary entity of the Company, and any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

(e) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding [and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement], including without limitation the premium, security for, and other costs relating to any cost bond,

OFFICER INDEMNIFICATION AGREEMENT -9

supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(f) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(g) “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, judicial, administrative, or legislative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 5 of this Agreement to enforce his rights under this Agreement.

11. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

12. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

13. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

OFFICER INDEMNIFICATION AGREEMENT -10

14. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a)	To Indemnitee at the address set forth below Indemnitee signature hereto.
(b)	To the Company at:
	Coeur d’Alene Mines Corporation 505 Front Avenue Coeur d’Alene, Idaho 83814 Attention: Secretary

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

16. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

17. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Idaho, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the courts located in Kootenai County, Idaho, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of such courts for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in such courts, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in such courts has been brought in an improper or inconvenient forum. Notwithstanding the foregoing, to the extent such courts are not able to exercise jurisdiction over any action or proceeding arising out of or in connection with this Agreement, or one or more of the parties hereto is subject to a statutory stay preventing such party from bringing an action or proceeding in such courts, the parties hereto agree to submit to the jurisdiction of the court or legal tribunal with such jurisdiction over such action or proceeding.

OFFICER INDEMNIFICATION AGREEMENT -11

IN WITNESS WHEREOF, each of the undersigned have executed and delivered this Indemnification Agreement on and as of the date first set forth above.

COMPANY:

COEUR D’ALENE MINES CORPORATION

By:

Name:

Title:

INDEMNITEE:

Name:

Address:

[SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT]