NEWMONT MINING CORPORATION, Issuer

                                 Debt Securities

                             Underwriting Agreement

                                                                     May 9, 2001

Dear Sirs:

          1. Introductory.  Newmont Mining Corporation,  a Delaware  corporation
(the  "Company"),  proposes  to issue and sell from time to time  certain of its
debt securities  registered  under the  registration  statements  referred to in
Section  2(a)  ("Registered  Securities").  The  Registered  Securities  may  be
convertible  into  common  shares  of the  Company,  par  value  $1.60 per share
("Common Shares").  The Registered Securities will be issued under an indenture,
dated as of May 1, 2001 (the  "Indenture"),  between the  Company and  Citibank,
N.A.,  as Trustee,  in one or more series,  which series may vary as to interest
rates,  maturities,  redemption  provisions,  selling prices and, in the case of
Registered  Securities that are convertible at the option of holders into Common
Shares ("Convertible  Registered  Securities"),  conversion prices and the terms
and conditions relating to such conversion rights and other terms, with all such
terms for any particular series of the Registered Securities being determined at
the time of sale.  The  issuance  and sale of  Registered  Securities  have been
registered  under the  registration  statements  referred  to in  Section  2(a).
Particular series of the Registered  Securities will be sold pursuant to a Terms
Agreement  referred to in Section 3 in the form of Annex I attached hereto,  for
resale in accordance with terms of offering determined at the time of sale (such
Registered  Securities are hereunder referred to as the "Securities").  The firm
or firms which agree to purchase the Securities are  hereinafter  referred to as
the "Underwriters" of such Securities, and the representative or representatives
of the  Underwriters,  if any,  specified  in a Terms  Agreement  referred to in
Section  3 are  hereinafter  referred  to as  the  "Representatives";  provided,
however,  that if the Terms Agreement does not specify any representative of the
Underwriters, the term "Representatives",  as used in this Agreement (other than
in  Section  5(c)  and  the  second  sentence  of  Section  3)  shall  mean  the
Underwriters.

          2.   Representations  and  Warranties  of  the  Company.  The  Company
represents and warrants to, and agrees with, each Underwriter that:

          (a) Registration statements (Nos. 33-54249,  333-59141 and 333-82671),
     including a prospectus relating to the Securities,  has been filed with the
     Securities  and  Exchange  Commission  (the  "Commission")  and has  become
     effective.  Such  registration  statements,  as  amended at the time of any
     Terms Agreement referred to in Section 3, is hereinafter referred to as the
     "Registration Statement",  and the prospectus included in such Registration
     Statement,  as amended and  supplemented  as  contemplated  by Section 3 to
     reflect the terms of the Securities and the terms of offering  thereof,  as
     first filed with the  Commission  pursuant to and in  accordance  with Rule
     424(b) ("Rule  424(b)") of the Rules and Regulations of the Commission (the
     "Rules and Regulations")  under the Securities Act of 1933, as amended (the
     "Act"),  including  all  material  incorporated  by reference  therein,  is
     hereinafter referred to as the "Prospectus".

          (b) On the effective date of the  Registration  Statement  relating to
     the  Securities,  such  Registration  Statement  conformed  in all material
     respects to the  requirements  of the Act, the Trust Indenture Act of 1939,
     as amended (the "Trust  Indenture  Act"), and the Rules and Regulations and
     did not include any untrue  statement  of a material  fact or omit to state
     any material  fact  required to be stated  therein or necessary to make the
     statements  therein not misleading,  and on the date of the Terms Agreement
     referred to in Section 3, the  Registration  Statement  and the  Prospectus
     will conform in all material  respects to the  requirements of the Act, the
     Trust  Indenture  Act and the Rules and  Regulations,  and  neither of such
     documents  will include any untrue  statement of a material fact or omit to
     state any material fact required to be stated  therein or necessary to make
     the  statements  therein  (in the case of the  Prospectus,  in light of the
     circumstances  under which they were made) not misleading,  except that the
     foregoing  representations  do not apply to statements in or omissions from
     any of such  documents  based upon  written  information  furnished  to the
     Company by any Underwriter specifically for use therein.

          (c) Each  document  filed by the Company  pursuant to the Exchange Act
     which is incorporated by reference in the Prospectus complied when so filed
     in all material  respects  with the  Securities  Exchange  Act of 1934,  as
     amended (the "Exchange Act"), and the rules and regulations thereunder, and
     each document,  if any, hereafter filed and so incorporated by reference in
     the Prospectus  (other than  documents  incorporated  by reference  therein
     relating solely to securities  other than the Securities)  will comply when
     so filed in all material  respects  with the Exchange Act and the rules and
     regulations thereunder.

          3. Purchase and Offering of Securities.  The obligation of the Company
to issue and sell any  Securities  and the  obligation  of the  Underwriters  to
purchase  the  Securities  will be set forth in a Terms  Agreement  (the  "Terms
Agreement")  which  shall be in the form of an  executed  writing  (which may be
handwritten),  and may be evidenced by an exchange of telegraphic,  facsimile or
any other rapid  transmission  device  designed  to produce a written  record of
communications  transmitted  at the  time  the  Company  determines  to sell the
Securities.  The Terms Agreement will incorporate by reference the provisions of
this Agreement,  except as otherwise provided therein, and will specify the firm
or firms  which  will be  Underwriters,  the names of any  Representatives,  the
aggregate principal amount of the Securities, the principal amount of Securities
to be purchased by each  Underwriter,  the initial public  offering price of the
Securities,  the purchase price to be paid by the  Underwriters and the terms of
the  Securities  not already  specified  in the  Indenture,  including,  but not
limited  to,  dates of  payment  and rate of  interest,  if any,  maturity,  any
redemption or repayment provisions and any sinking fund requirements and whether
any of the Securities may be sold to institutional investors pursuant to Delayed
Delivery Contracts (as defined below). The Terms Agreement will also specify the
time and date of delivery  and payment  (such time and date,  or such other time
not later than seven full business days  thereafter as the  Representatives  and
the Company agree as the time for payment and delivery,  being herein and in the
Terms Agreement  referred to as the "Closing  Date"),  the place of delivery and
payment and any details of the terms of offering that should be reflected in the
prospectus   supplement  relating  to  the  offering  of  the  Securities.   The
obligations of the  Underwriters  to purchase the Securities will be several and
not  joint.  It is  understood  that  the  Underwriters  propose  to  offer  the
Securities for sale as set forth in the Prospectus.  The Securities delivered to
the  Underwriters  on the Closing Date will be in  definitive  fully  registered
form, in such denominations and registered in such names as the Underwriters may
request.

          If the Terms  Agreement  provides for sales of Securities  pursuant to
delayed delivery  contracts,  the Company authorizes the Underwriters to solicit
offers  to  purchase   Securities   pursuant  to  delayed   delivery   contracts
substantially  in the  form of  Annex  II  attached  hereto  ("Delayed  Delivery
Contracts")  with such changes  therein as the Company may authorize or approve.
Delayed Delivery  Contracts are to be with  institutional  investors,  including
commercial and savings banks,  insurance  companies,  pension funds,  investment
companies and educational and charitable institutions.  On the Closing Date, the
Company will pay, as compensation,  to the  Representatives  for the accounts of
the  Underwriters,  the fee set forth in such Terms  Agreement in respect of the
principal amount of Securities to be sold pursuant to Delayed Delivery Contracts
("Contract  Securities").  The Underwriters will not have any  responsibility in
respect of the validity or the performance of Delayed Delivery Contracts. If the
Company  executes  and  delivers  Delayed  Delivery   Contracts,   the  Contract
Securities  will be deducted from the  Securities to be purchased by the several
Underwriters and the aggregate principal amount of Securities to be purchased by
each  Underwriter will be reduced pro rata in proportion to the principal amount
of  Securities  set  forth  opposite  each  Underwriter's  name  in  such  Terms
Agreement,  except to the extent that the  Representatives  determine  that such
reduction shall be otherwise than pro rata and shall so advise the Company.  The
Company will advise the Representatives not later than 5:00 p.m., New York time,
on the  business  day  prior to the  Closing  Date of the  principal  amount  of
Contract Securities.

          4.  Certain  Agreements  of the Company.  The Company  agrees with the
several  Underwriters  that it will  furnish  to  counsel  for the  Underwriters
("Underwriter's  Counsel"),  one copy of the registration statements relating to
the Securities,  including all exhibits,  in the form it became effective and of
all amendments thereto and that, in connection with each offering of Securities:

          (a) The Company will file the Prospectus with the Commission  pursuant
     to and in accordance with Rule 424(b).

          (b) During the time when a prospectus  relating to the  Securities  is
     required to be  delivered  under the Act,  (i) the Company  will advise the
     Representatives  promptly  of any  proposal  to  amend  or  supplement  the
     Registration   Statement   or  the   Prospectus   and   will   afford   the
     Representatives  a reasonable  opportunity  to comment on any such proposed
     amendment  or  supplement  and  (ii)  the  Company  will  also  advise  the
     Representatives  promptly of the filing of any such amendment or supplement
     and of the  institution by the Commission of any stop order  proceedings in
     respect of the  Registration  Statement or of any part thereof and will use
     its best  efforts to  prevent  the  issuance  of any such stop order and to
     obtain as soon as possible its lifting, if issued.

          (c) If, at any time when a prospectus  relating to the  Securities  is
     required to be  delivered  under the Act,  any event  occurs as a result of
     which the  Prospectus  as then  amended or  supplemented  would  include an
     untrue  statement  of a material  fact or omit to state any  material  fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made,  not  misleading,  or if it is necessary at any
     time to amend the  Prospectus to comply with the Act, the Company  promptly
     will prepare and file with the Commission an amendment or supplement  which
     will correct such  statement or omission or an amendment  which will effect
     such  compliance.   Neither  the  Representatives'   consent  to,  nor  the
     Underwriters'   delivery  of,  any  such  amendment  or  supplement   shall
     constitute a waiver of any of the conditions set forth in Section 5.

          (d) The Company will make generally  available to its security holders
     as soon as  practicable,  but in any event not later than  eighteen  months
     after the effective date of the Registration  Statement (as defined in Rule
     158(c)  under  the Act),  an  earnings  statement  of the  Company  and its
     subsidiaries  (which need not be audited)  complying  with Section 11(a) of
     the Act and the  Rules and  Regulations  (including,  at the  option of the
     Company, Rule 158 under the Act).

          (e) The  Company  will  furnish to the  Representatives  copies of the
     Registration Statement, including all exhibits, any related prospectus, any
     related  preliminary  prospectus  supplement and the Prospectus and, during
     the time when a  prospectus  relating to the  Securities  is required to be
     delivered  under the Act, all amendments and  supplements to such documents
     (other than those solely relating to securities other than the Securities),
     in each case as soon as available and in such  quantities as are reasonably
     requested.

          (f) The Company will arrange for the  qualification  of the Securities
     for sale and the  determination  of their  eligibility for investment under
     the laws of such  jurisdictions as the  Representatives  designate and will
     continue  such  qualifications  in  effect  so  long  as  required  for the
     distribution;  provided,  however,  that in no event  shall the  Company be
     required to qualify as a foreign  corporation  or as a dealer in securities
     or to file a general or  unlimited  consent  for  service of process in any
     such jurisdiction.

          (g) The Company  will pay or cause to be paid the  following:  (i) the
     fees,  disbursements  and expenses of the Company's counsel and accountants
     in connection with the registration of the Securities under the Act and all
     other expenses in connection with the  preparation,  printing and filing of
     the Registration  Statement,  any preliminary prospectus supplement and the
     Prospectus  and  amendments  and  supplements  thereto  and the mailing and
     delivering of copies thereof to the Underwriters and dealers; (ii) the cost
     of printing any Agreement among  Underwriters,  this  Agreement,  any Terms
     Agreement,  any Indenture, any Delayed Delivery Contracts, any Blue Sky and
     Legal  Investment  Memoranda and any other documents in connection with the
     offering, purchase, sale and delivery of the Securities; (iii) all expenses
     in connection  with the  qualification  of the  Securities for offering and
     sale under state securities laws as provided in Section 4(f), including the
     reasonable  fees and  disbursements  of  counsel  for the  Underwriters  in
     connection with such  qualification and in connection with the Blue Sky and
     legal  investment  surveys;  (iv) any  fees  charged by  securities  rating
     services for rating the  Securities;  (v) any  filing fees  incident to any
     required review by the National Association of Securities Dealers,  Inc. of
     the terms of the sale of the  Securities;  (vi) the  cost of preparing  the
     Securities; (vii) the fees and expenses of any Trustee and any agent of any
     Trustee  and the fees and  disbursements  of  counsel  for any  Trustee  in
     connection  with any Indenture and the  Securities;  and  (viii) all  other
     costs and expenses incident to the performance of its obligations hereunder
     and  under  any  Delayed   Delivery   Contracts  which  are  not  otherwise
     specifically provided for in this Section; provided,  however, that, except
     as  provided  in  this  Section,  Section  6  and  Section  8  hereof,  the
     Underwriters  will pay all of their own costs and  expenses,  including the
     fees of their counsel, transfer taxes on resale of any of the Securities by
     them, and any advertising expenses connected with any offers they may make.

          (h) For a period  beginning  at the  time of  execution  of the  Terms
     Agreement  and  ending  the  earlier  of (i)  the  termination  of  trading
     restrictions  for  the  Securities,  as  notified  to  the  Company  by the
     Representatives,  and (ii) the Closing  Date,  without the prior consent of
     the Representatives,  the Company will not offer, sell, contract to sell or
     otherwise   dispose  of  any  securities   substantially   similar  to  the
     Securities.

          5. Conditions of the Obligations of the Underwriters.  The obligations
of the several  Underwriters  to  purchase  and pay for the  Securities  will be
subject to the accuracy of the representations and warranties on the part of the
Company herein, to the accuracy of the written statements of the officers of the
Company  made  pursuant to the  provisions  hereof,  to the  performance  by the
Company of its obligations  hereunder and to the following additional conditions
precedent:

          (a) The  Representatives  shall  have  received  a  letter,  dated the
     Closing Date, of Arthur Andersen LLP,  confirming that they are independent
     public  accountants  within  the  meaning  of the Act  and  the  applicable
     published Rules and Regulations thereunder and stating in effect that:

               (i) In their  opinion,  the  financial  statements  and schedules
          audited by them and included in the  Prospectus  comply in form in all
          material respects with the applicable  accounting  requirements of the
          Act and the related published Rules and Regulations;

               (ii) They have read the unaudited  financial  statements included
          in the Prospectus;

               (iii) On the basis of the reading  referred  to in (ii) above,  a
          reading of the latest available  interim  financial  statements of the
          Company, inquiries of officials of the Company who have responsibility
          for financial and accounting  matters and other specified  procedures,
          nothing came to their attention that caused them to believe that:

                    (A) The unaudited financial statements,  if any, included or
               incorporated by reference in the Prospectus do not comply in form
               in  all  material   respects  with  the   applicable   accounting
               requirements  of the Act  and the  related  published  Rules  and
               Regulations and the Exchange Act and the related  published rules
               and  regulations  thereunder,   as  applicable,  or  are  not  in
               conformity with generally accepted accounting  principles applied
               on a basis  substantially  consistent  with  that of the  audited
               financial statements included or incorporated by reference in the
               Company's  Annual  Report on Form 10-K for the most recent fiscal
               year; or

                    (B) The unaudited capsule  information,  if any, included in
               the  Prospectus  does not agree with the amounts set forth in the
               unaudited  consolidated  financial  statements  from which it was
               derived or was not determined on a basis substantially consistent
               with  that  of  the  audited  financial  statements  included  or
               incorporated by reference in the Company's  Annual Report on Form
               10-K for the most recent fiscal year; or

                    (C) At the date of the latest  available  balance sheet read
               by such accountants,  or at a subsequent  specified date not more
               than five days prior to the Closing Date,  there was any material
               change in the consolidated capital stock (other than issuances of
               capital stock upon exercise of options and director stock grants)
               or any material  increase in  consolidated  long-term debt of the
               Company  and its  subsidiaries  or,  at the  date  of the  latest
               available balance sheet read by such  accountants,  there was any
               material  decrease  in  consolidated  net  current  assets or net
               assets,  as compared  with  amounts  shown on the latest  balance
               sheet included or incorporated by reference in the Prospectus; or

                    (D) For the  period  from  the  date  of the  latest  income
               statement included or incorporated by reference in the Prospectus
               to the closing date of the latest available income statement read
               by such  accountants  there were any decreases,  as compared with
               the corresponding period of the previous year and with the period
               of  corresponding  length  ended  the date of the  latest  income
               statement included in the Prospectus,  in consolidated sales, net
               income or in the ratio of earnings to fixed charges;

          except  in all  cases  set  forth in  clauses  (C) and (D)  above  for
          changes,  increases or decreases  which the Prospectus  discloses have
          occurred or may occur or which are described in such letter; and

               (iv) They have carried out specified procedures,  as requested by
          the  Underwriters,  for the  purpose  of  comparing  specified  dollar
          amounts (or  percentages  derived from such dollar  amounts) and other
          financial  information included in the Prospectus (in each case to the
          extent  that such  dollar  amounts,  percentages  and other  financial
          information  are derived  from the general  accounting  records of the
          Company and its subsidiaries  subject to the internal  controls of the
          Company's  accounting system or are derived directly from such records
          by analysis or computation)  with the results obtained from inquiries,
          a reading of such  general  accounting  records  and other  procedures
          specified  in  such  letter  and  have  found  such  dollar   amounts,
          percentages  and other  financial  information to be in agreement with
          such results, except as otherwise specified in such letter.

All financial  statements  and schedules  included in material  incorporated  by
reference  into the  Prospectus  shall be deemed  included in the Prospectus for
purposes of this subsection.

          (b) The  Prospectus  shall  have been  filed  with the  Commission  in
accordance  with the Rules and  Regulations  and  Section  4(a).  No stop  order
suspending  the  effectiveness  of the  Registration  Statement  or of any  part
thereof  shall have been issued and no  proceedings  for that purpose shall have
been instituted or, to the knowledge of the Company or any Underwriter, shall be
threatened by the Commission.

          (c)  Subsequent to the execution of the Terms  Agreement,  there shall
not  have  occurred  (i)  any  downgrading  in the  rating  of any  senior  debt
securities  of the  Company by any  "nationally  recognized  statistical  rating
organization"  (as defined for  purposes of Rule 436(g)  under the Act),  or any
public  announcement that any such organization has under surveillance or review
its rating of any debt  securities  of the Company  (other than an  announcement
with positive  implications  of a possible  upgrading,  and no  implication of a
possible  downgrading,  of such  rating);  (ii) any  suspension or limitation of
trading in  securities  generally on the New York Stock  Exchange,  Inc., or any
setting  of minimum  prices for  trading  on such  exchange;  (iii) any  general
banking  moratorium  declared  by Federal or New York  authorities;  or (iv) any
outbreak or material  escalation of major hostilities in which the United States
is  involved,  any  declaration  of war by  Congress  or any  other  substantial
national or international  calamity or emergency if, in the reasonable  judgment
of a majority in interest of the  Underwriters,  including any  Representatives,
the effect of any such outbreak, escalation,  declaration, calamity or emergency
is so  material  and  adverse so as to make it  impractical  or  inadvisable  to
proceed with completion of the sale of and payment for the Securities.

          (d) The  Representatives  shall have  received an  opinion,  dated the
Closing Date, of White & Case LLP, counsel for the Company to the effect that:

               (i) The  Company  has been duly  incorporated  and is an existing
          corporation  in good standing under the laws of the State of Delaware,
          with  corporate  power and authority to own its properties and conduct
          its business as described in the Prospectus;

               (ii)  The  Indenture  has  been  duly  authorized,  executed  and
          delivered by the Company and has been duly  qualified  under the Trust
          Indenture  Act;  the  Securities  have  been  duly   authorized;   the
          Securities other than any Contract Securities have been duly executed,
          issued and delivered;  the Indenture and the Securities other than any
          Contract  Securities  constitute,  and any Contract  Securities,  when
          executed,  authenticated,  issued and delivered in the manner provided
          in the Indenture and sold pursuant to Delayed Delivery Contracts, will
          constitute,  valid and legally  binding  obligations  of the  Company,
          enforceable   in   accordance   with  their   terms,   except  as  the
          enforceability  thereof  may  be  limited  by  applicable  bankruptcy,
          insolvency, reorganization,  fraudulent transfer or other similar laws
          affecting  the  enforcement  of  creditors'  rights  generally,  or by
          general  equitable  principles  (regardless  of  whether  the issue of
          enforceability  is  considered  in a proceeding  in equity or at law),
          provided,  however,  that such  counsel  need  express no opinion with
          respect  to U.S.  federal  and  state  laws  dealing  with  fraudulent
          conveyances;  and the  Securities  other than any Contract  Securities
          conform, and any Contract Securities, when issued and delivered in the
          manner  provided  for in the  Indenture  and sold  pursuant to Delayed
          Delivery  Contracts,  will  conform,  in all material  respects to the
          description thereof contained in the Prospectus;

               (iii) No consent, approval,  authorization or order of, or filing
          with, any New York State or Federal governmental agency or body or any
          New York State or Federal court having  jurisdiction  over the Company
          or any of its material  properties  is required to be obtained or made
          by the Company for the consummation of the  transactions  contemplated
          by the Terms Agreement (including the provisions of this Agreement) in
          connection with the issuance or sale of the Securities by the Company,
          except such as have been obtained and made under the Act and the Trust
          Indenture  Act and such as may be required  under state  securities or
          Blue Sky laws (as to which such counsel need express no opinion);

               (iv) The  execution,  delivery and  performance of the Indenture,
          the Terms  Agreement  (including the provisions of this Agreement) and
          any  Delayed  Delivery  Contracts  and the  issuance  and  sale of the
          Securities and compliance  with the terms and provisions  thereof will
          not result in a breach or violation of any of the terms and provisions
          of, or  constitute  a  default  under,  the  Restated  Certificate  of
          Incorporation  or  By-Laws  of  the  Company  or  any  statute,  rule,
          regulation  or  order   applicable  to  the  Company  or  any  of  its
          subsidiaries of which such counsel is aware of any federal or New York
          State  governmental  agency or body or court having  jurisdiction over
          the Company or any of its material  properties  (other than those that
          may be required under the Act and under applicable state securities or
          Blue Sky laws as to which such  counsel  need  express no opinion) and
          the Company has full corporate power and authority to authorize, issue
          and  sell  the  Securities  as  contemplated  by the  Terms  Agreement
          (including the provisions of this Agreement);

               (v)  Each  of  the  registration   statements   relating  to  the
          Securities,  as of its effective date, the Registration  Statement and
          the  Prospectus,  as of the  date  of the  Terms  Agreement,  and  any
          amendment or  supplement  thereto,  as of its date,  appeared on their
          face  to  comply  as  to  form  in  all  material  respects  with  the
          requirements  of the Act,  the Trust  Indenture  Act and the Rules and
          Regulations  thereunder;  nothing has come to such counsel's attention
          which causes it to believe that the  Registration  Statement as of the
          date it was declared effective or the Prospectus, as of its date or as
          of the Closing Date, or any such  amendment or  supplement,  as of its
          date,  contained any untrue statement of a material fact or omitted to
          state any material fact required to be stated  therein or necessary to
          make the statements  therein (in the case of the Prospectus,  in light
          of the  circumstances  under which they were made) not misleading;  it
          being  understood  that such counsel need express no opinion as to the
          financial  statements and schedules or other  financial or statistical
          data contained in any of the above-mentioned documents; and

               (vi)  The  Terms  Agreement  (including  the  provisions  of this
          Agreement)  and  any  Delayed   Delivery   Contracts  have  been  duly
          authorized, executed and delivered by the Company.

          (e) The  Representatives  shall have  received an  opinion,  dated the
Closing Date,  from Joy E. Hansen,  Vice  President  and General  Counsel of the
Company to the effect that:

               (i) The Company has been duly  qualified to do business and is in
          good standing as a foreign  corporation in all  jurisdictions in which
          its ownership of property or the conduct of its business  require such
          qualification (except where the failure to so qualify would not have a
          material adverse effect upon the Company and its subsidiaries taken as
          a  whole),  and has  all  power  and  authority  necessary  to own its
          properties  and  conduct  the  businesses  in which it is  engaged  as
          described in the Prospectus;

               (ii) The  execution,  delivery and  performance of the Indenture,
          the Terms  Agreement  (including the provisions of this Agreement) and
          any  Delayed  Delivery  Contracts  and the  issuance  and  sale of the
          Securities and compliance  with the terms and provisions  thereof will
          not result in a breach or violation of any of the terms and provisions
          of, or  constitute  a  default  under any  order,  rule or  regulation
          applicable  to the  Company or any of its  subsidiaries  of which such
          counsel is aware of any court or  governmental  agency or body  having
          jurisdiction  over the Company or any of its material  properties  or,
          any material  agreement or  instrument  to which the Company or any of
          its  material  subsidiaries  is a party or by which the Company or any
          such  subsidiary  is bound or to which  any of the  properties  of the
          Company or any such subsidiary is subject, or the Restated Certificate
          of Incorporation or By-Laws of the Company or any such subsidiary;

               (iii)  Such  counsel  is  not  aware  of any  consent,  approval,
          authorization or order of, or filing with, any governmental  agency or
          body or any court having  jurisdiction  over the Company or any of its
          material  properties  that is  required  to be obtained or made by the
          Company for the consummation of the  transactions  contemplated by the
          Terms  Agreement  (including  the  provisions  of this  Agreement)  in
          connection with the issuance or sale of the Securities by the Company,
          except such as may be required under the Act, the Trust  Indenture Act
          and under state  securities or Blue Sky laws (as to which such counsel
          need express no opinion);

               (iv) The documents  incorporated  by reference in the  Prospectus
          (other than the financial  statements and related  schedules and other
          financial and  statistical  data contained  therein,  as to which such
          counsel  needs  express  no  opinion),  when they were  filed with the
          Commission  complied  as to form in all  material  respects  with  the
          requirements  of the Exchange Act and the rules and regulations of the
          Commission  thereunder;   and  nothing  has  come  to  such  counsel's
          attention which causes it to believe that any of such documents,  when
          such  documents  were so filed  contained  an  untrue  statement  of a
          material fact and omitted to state a material fact  necessary in order
          to make the  statements  therein,  in the  light of the  circumstances
          under  which  they were made when such  documents  were so filed,  not
          misleading;

               (v) Nothing has come to such counsel's  attention which causes it
          to  believe  that  the  Registration  Statement  as of the date it was
          declared effective,  or the Prospectus,  as of its date or the Closing
          Date, or any such amendment or supplement,  as of its date,  contained
          any  untrue  statement  of a  material  fact or  omitted  to state any
          material fact  required to be stated  therein or necessary to make the
          statements  therein  (in the case of the  Prospectus,  in light of the
          circumstances  under  which they were made) not  misleading;  it being
          understood  that  such  counsel  need  express  no  opinion  as to the
          financial  statements and schedules or other  financial or statistical
          data contained in any of the above-mentioned documents; and

               (vi) The statements  contained in the Company's Annual Reports on
          Form 10-K  under the  heading  "Item 3.  Legal  Proceedings",  and the
          statements  contained in the Company's  Quarterly Reports on Form 10-Q
          under the heading "Item 1. Legal Proceedings", in each case, which are
          incorporated  or  deemed  to  be  incorporated  by  reference  in  the
          Prospectus,  insofar as such  statements  constitute  a summary of the
          legal documents,  matters or proceedings  referred to therein,  fairly
          present  the  information  called  for  with  respect  to  such  legal
          documents, matters and proceedings.

          (f) The Representatives shall have received from Underwriter's Counsel
such  opinion  or  opinions,  dated  the  Closing  Date,  with  respect  to  the
incorporation of the Company,  the validity of the Securities,  the Registration
Statement, the Prospectus and other related matters as they may require, and the
Company shall have  furnished to such counsel such documents as they request for
the purpose of enabling them to pass upon such matters.

          (g) The Representatives  shall have received a certificate,  dated the
Closing  Date,  of the Chairman of the Board of  Directors,  President and Chief
Executive  Officer,  the Executive Vice President,  any Senior Vice President or
any Vice  President  and a principal  financial or  accounting  officer from the
Company  in which  such  officers,  to their  knowledge,  shall  state  that the
representations  and  warranties  of the Company in this  Agreement are true and
correct at and as of the Closing  Date,  that the Company has complied  with all
agreements and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing  Date,  that no stop order  suspending  the
effectiveness  of the  Registration  Statement  or of any part  thereof has been
issued  and  no  proceedings  for  that  purpose  have  been  instituted  by the
Commission  and  that,  subsequent  to the  date of the  most  recent  financial
statements in the Prospectus,  there has been no material  adverse change in the
business,  financial  position  or results of  operation  of the Company and its
subsidiaries  taken as a whole  except  as set forth in or  contemplated  by the
Prospectus or as described in such certificate.

The Company will furnish the Representatives  with such conformed copies of such
opinions, certificates, letters and documents as they reasonably request.

          6.  Indemnification and Contribution.  (a) The  Company will indemnify
and hold  harmless  each  Underwriter  against  any losses,  claims,  damages or
liabilities,  joint or several,  to which such  Underwriter  may become subject,
under  the  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
the  Registration  Statement,  the  Prospectus,  or any  amendment or supplement
thereto,  or  any  related  preliminary  prospectus  or  preliminary  prospectus
supplement,  or arise out of or are based upon the omission or alleged  omission
to state therein a material  fact required to be stated  therein or necessary to
make the statements therein not misleading,  and will reimburse each Underwriter
for any legal or other  expenses  reasonably  incurred  by such  Underwriter  in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or action as such expenses are incurred;  provided,  however, that the
Company  will not be liable in any such case to the  extent  that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged  untrue  statement in or omission or alleged  omission  from any of such
documents in reliance upon and in conformity with written information  furnished
to the Company by any Underwriter  specifically  for use therein;  and provided,
further,  that the  Company  shall not be liable  to any  Underwriter  under the
indemnity  agreement  in this  subsection (a)  with  respect to any  preliminary
prospectus  or  preliminary  prospectus  supplement  to the extent that any such
loss, claim,  damage or liability of such Underwriter results from the fact that
such  Underwriter  sold designated  securities to a person to whom there was not
sent or given,  at or prior to the written  confirmation of such sale, a copy of
the Prospectus as then amended or  supplemented  in any case where such delivery
is required by the Act if the Company has previously furnished copies thereof to
such Underwriter and the loss, claim, damage or liability results from an untrue
statement or omission of a material fact contained in the preliminary prospectus
which  was  corrected  in the  Prospectus  (as  then  amended,  supplemented  or
modified).

          (b) Each  Underwriter  will  indemnify  and hold  harmless the Company
against  any losses,  claims,  damages or  liabilities  to which the Company may
become  subject,  under the Act or  otherwise,  insofar as such losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue  statement or alleged  untrue  statement  of any  material  fact
contained in the  Registration  Statement,  the Prospectus,  or any amendment or
supplement  thereto,  or  any  related  preliminary  prospectus  or  preliminary
prospectus  supplement,  or arise out of or are based upon the  omission  or the
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading,  in each case to the
extent,  but only to the extent,  that such untrue  statement or alleged  untrue
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity with written information furnished to the Company by such Underwriter
specifically  for use therein,  and will  reimburse any legal or other  expenses
reasonably incurred by the Company in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are incurred.

          (c) Promptly after receipt by an indemnified  party under this Section
of notice of the commencement of any action,  such indemnified  party will, if a
claim in respect  thereof is to be made  against  the  indemnifying  party under
subsection (a) or (b) above,  notify the indemnifying  party of the commencement
thereof;  but the omission so to notify the indemnifying  party will not relieve
it from any liability which it may have to any indemnified  party otherwise than
under  subsection (a) or (b) above.  In case any such action is brought  against
any indemnified party and it notifies the indemnifying party of the commencement
thereof,  the indemnifying party will be entitled to participate therein, and to
the extent that it may wish, jointly with any other indemnifying party similarly
notified,  to assume the defense  thereof,  with  counsel  satisfactory  to such
indemnified  party (who shall not,  except with the  consent of the  indemnified
party,  be  counsel  to the  indemnifying  party),  and  after  notice  from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof,  the indemnifying  party will not be liable to such indemnified
party under this Section for any legal or other expenses  subsequently  incurred
by such  indemnified  party in  connection  with the defense  thereof other than
reasonable costs of  investigation.  The indemnifying  party shall not be liable
for any settlement of any proceeding  effected without its written consent,  but
if settled with such  consent,  the  indemnifying  party agrees to indemnify the
indemnified  party  from and  against  any loss or  liability  by reason of such
settlement.

          (d) If the indemnification provided for in this Section is unavailable
(other  than  as a  result  of the  provisos  contained  in  subsection  (a)) or
insufficient to hold harmless an indemnified  party under  subsection (a) or (b)
above,  then each  indemnifying  party  shall  contribute  to the amount paid or
payable by such indemnified party as a result of the losses,  claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above in such  proportion as is appropriate to reflect the relative fault of the
Company on the one hand and of the  Underwriters on the other in connection with
the statements or omissions  which resulted in such losses,  claims,  damages or
liabilities,  as well as any other relevant equitable considerations,  including
relative benefit.  The relative fault shall be determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information  supplied  by the  Company  or the  Underwriters  and  the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent  such untrue  statement or  omission.  The Company and the  Underwriters
agree that it would not be just and equitable if contributions  pursuant to this
subsection (d) were determined by pro rata allocation  (even if the Underwriters
were treated as one entity for such  purpose) or any other method of  allocation
which does not take account of the equitable considerations referred to above in
this  subsection  (d). The amount paid or payable by an  indemnified  party as a
result of the  losses,  claims,  damages or  liabilities  (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed to include any
legal  or  other  expenses  reasonably  incurred  by such  indemnified  party in
connection  with  investigating  or  defending  any action or claim which is the
subject  of  this  subsection  (d).   Notwithstanding  the  provisions  of  this
subsection  (d), no  Underwriter  shall be required to contribute  any amount in
excess  of the  amount  by  which  the  total  price  at  which  the  Securities
underwritten  by it and  distributed  to the public  were  offered to the public
exceeds the amount of any damages  which such  Underwriter  has  otherwise  been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.  No person guilty of fraudulent  misrepresentation  (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution  from
any  person  who  was  not  guilty  of such  fraudulent  misrepresentation.  The
Underwriters'  obligations  in this  subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.

          (e) The  obligations  of the Company  under this  Section  shall be in
addition to any liability which it may otherwise have and shall extend, upon the
same terms and conditions,  to each person, if any, who controls any Underwriter
within the meaning of the Act; and the  obligations  of the  Underwriters  under
this  Section  shall  be in  addition  to any  liability  which  the  respective
Underwriters  may  otherwise  have and  shall  extend,  upon the same  terms and
conditions,  to each  director of the Company and to each officer of the Company
who has  signed the  Registration  Statement  and to each  person,  if any,  who
controls the Company within the meaning of the Act.

          7. Default of  Underwriters.  (a) If any Underwriter  shall default in
its obligation to purchase the Securities  which it has agreed to purchase under
the Terms Agreement  relating to such  Securities,  the  Representatives  may in
their  discretion  arrange for  themselves  or another party or other parties to
purchase such Securities on the terms  contained  herein.  If within  thirty-six
hours after such default by any Underwriter the  Representatives  do not arrange
for the  purchase of such  Securities,  then the Company  shall be entitled to a
further  period of  thirty-six  hours within which to procure  another  party or
other parties satisfactory to the Representatives to purchase such Securities on
such terms.  In the event that,  within the respective  prescribed  period,  the
Representatives  notify the Company  that they have so arranged for the purchase
of such Securities,  or the Company notifies the Representatives  that it has so
arranged for the purchase of such Securities, the Representatives or the Company
shall have the right to postpone  the  Closing  Date for such  Securities  for a
period of not more than seven  days,  in order to effect  whatever  changes  may
thereby be made  necessary in the  Registration  Statement or the  Prospectus as
amended or  supplemented,  or in any other  documents or  arrangements,  and the
Company   agrees  to  file  promptly  any   amendments  or  supplements  to  the
Registration  Statement or the Prospectus which in the reasonable opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this section with like
effect as if such person had originally been a party to the Terms Agreement with
respect to such Securities.

          (b) If, after giving  effect to any  arrangements  for the purchase of
the   Securities   of  a  defaulting   Underwriter   or   Underwriters   by  the
Representatives  and the  Company as  provided  in  subsection  (a)  above,  the
aggregate principal amount of such Securities which remains unpurchased does not
exceed one-tenth of the aggregate  principal amount of the Securities,  then the
Company  shall  have the right to require  each  non-defaulting  Underwriter  to
purchase the principal  amount of Securities  which such  Underwriter  agreed to
purchase under the Terms Agreement relating to such Securities and, in addition,
to require each non-defaulting Underwriter to purchase its pro rata share (based
on the principal amount of Securities which such Underwriter  agreed to purchase
under such Terms Agreement) of the Securities of such defaulting  Underwriter or
Underwriters for which such  arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

          (c) If, after giving  effect to any  arrangements  for the purchase of
the   Securities   of  a  defaulting   Underwriter   or   Underwriters   by  the
Representatives  and the  Company as  provided  in  subsection  (a)  above,  the
aggregate  principal  amount of  Securities  which remains  unpurchased  exceeds
one-tenth of the aggregate principal amount of the Securities, as referred to in
subsection (b) above,  or if the Company shall not exercise the right  described
in  subsection  (b) above to require  non-defaulting  Underwriters  to  purchase
Securities of a defaulting Underwriter or Underwriters, then the Terms Agreement
relating to such Securities shall thereupon terminate,  without liability on the
part of any non-defaulting  Underwriter or the Company,  except for the expenses
to be borne by the Company and the  Underwriters as provided in Section 4(g) and
the indemnity and contribution agreements in Section 6; but nothing herein shall
relieve a defaulting Underwriter from liability for its default.

          8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its  officers  and of the several  Underwriters  set forth in or made
pursuant to this Agreement  will remain in full force and effect,  regardless of
any investigation,  or statement as to the results thereof, made by or on behalf
of any Underwriter,  the Company,  or any of their  respective  representatives,
officers or directors or any controlling person and will survive delivery of and
payment for the  Securities.  If the Terms  Agreement is terminated  pursuant to
Section  7 or  if  for  any  reason  the  purchase  of  the  Securities  by  the
Underwriters  under the Terms  Agreement is not  consummated,  the Company shall
remain  responsible  for the expenses to be paid or reimbursed by it pursuant to
Section 4(g) and the respective  obligations of the Company and the Underwriters
pursuant to Section 6 shall remain in effect.  If the purchase of the Securities
by the Underwriters is not consummated for any reason, other than solely because
of the termination of this Agreement  pursuant to Section 7 or the occurrence of
any event  specified in clause (ii),  (iii) or (iv) of Section 5(c), the Company
will reimburse the Underwriters for all out-of-pocket  expenses  (including fees
and disbursements of counsel) reasonably incurred by them in connection with the
offering of the Securities,  but the Company shall be under no further liability
to any Underwriter except as provided in Section 6.

          9. Notices. All statements, requests, notices and agreements hereunder
shall  be in  writing  and if to the  Underwriters  shall be  sufficient  in all
respects,  if  delivered  or sent by  first  class  mail,  telex,  or  facsimile
transmission  (confirmed in writing by overnight courier sent on the day of such
facsimile  transmission) to the address of the  Representatives  as set forth in
the Terms  Agreement;  and if to the Company shall be sufficient in all respects
if  delivered  or sent by first class mail,  telex,  or  facsimile  transmission
(confirmed  in writing by overnight  courier  sent on the day of such  facsimile
transmission)  to the  address  of the  Company  set  forth in the  Registration
Statement, Attention: Secretary.

          10.  Successors.  This  Agreement  will inure to the benefit of and be
binding  upon the  Company  and such  Underwriters  as are  identified  in Terms
Agreements  and their  respective  successors and the officers and directors and
controlling  persons  referred to in Section 6, and no other person will acquire
or have any right or  obligation  hereunder or by virtue of this  Agreement.  No
purchaser  of any of the  Securities  from any  Underwriter  shall  be  deemed a
successor or assign by reason merely of such purchase.

          11.  Representatives.  In all dealings  under any Terms  Agreement and
hereunder,  the  Representatives,  if any,  shall  act on  behalf of each of the
Underwriters,  and the parties hereto shall be entitled to act and rely upon any
statement,  request,  notice or agreement on behalf of any  underwriter  made or
given by the Representatives.

          12.  Time of  Essence.  Time  shall be of the  essence  of each  Terms
Agreement.  As used herein the term  "business  day" shall mean any day when the
Commission's office in Washington, D.C. is open for business.

          13.  GOVERNING LAW. THIS AGREEMENT AND EACH TERMS  AGREEMENT  SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          14.  Counterparts.  This  Agreement  and each Terms  Agreement  may be
executed by any one or more of the  parties  hereto and thereto in any number of
counterparts,  each of which  shall be  deemed to be an  original,  but all such
respective counterparts shall together constitute one and the same instrument.


          If the foregoing is in accordance with your understanding, please sign
and return three counterparts hereof.

                                    Very truly yours,

                                    NEWMONT MINING CORPORATION



                                    By:  /s/ Bruce D. Hansen
                                         ---------------------------------------
                                         Name:  Bruce D. Hansen
                                         Title: Senior Vice President
                                                and Chief Financial Officer

Accepted as of the date hereof:

Salomon Smith Barney Inc.
J.P. Morgan Securities Inc.
Scotia Capital (USA) Inc.
HSBC Securities (USA) Inc.
BNY Capital Markets, Inc.
UBS Warburg LLC
Barclays Capital Inc.
Tokyo-Mitsubishi International plc

By:  SALOMON SMITH BARNEY INC.
     J.P. MORGAN SECURITIES INC.,
     as Representatives of the Underwriters

     By: SALOMON SMITH BARNEY INC.

     By: /s/ Thomas J. Sullivan
         ---------------------------------
         Name:  Thomas J. Sullivan
         Title:  Vice President

<PAGE>

                                                                         ANNEX I




                           NEWMONT MINING CORPORATION

                                 Debt Securities


                                 Terms Agreement


                                                                     May 9, 2001


Salomon Smith Barney Inc.
J.P. Morgan Securities Inc.
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013


Dear Sirs:

          Newmont Mining  Corporation,  a Delaware  corporation (the "Company"),
proposes,  subject  to  the  terms  and  conditions  stated  herein  and  in the
Underwriting  Agreement,  dated  May 9,  2001  (the  "Underwriting  Agreement"),
between the  Company,  on the one hand,  and Salomon  Smith Barney Inc. and J.P.
Morgan Securities Inc., as Representatives of the Underwriters named in Schedule
I hereto  (the  "Underwriters"),  on the  other  hand,  to issue and sell to the
Underwriters the securities  specified in Schedule II hereto (the "Securities").
Each of the provisions of the Underwriting  Agreement is incorporated  herein by
reference in its entirety, and shall be deemed to be a part of this Agreement to
the same extent as if such  provisions  had been set forth in full  herein;  and
each of the  representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Terms  Agreement,  except that,  if
this Terms Agreement and the  Underwriting  Agreement are dated different dates,
each  representation and warranty with respect to the Prospectus in Section 2 of
the Underwriting  Agreement shall be deemed to be a representation  and warranty
as of the date of the  Underwriting  Agreement in relation to the Prospectus (as
therein defined) and also a  representation  and warranty as of the date of this
Terms  Agreement  in  relation  to the  Prospectus  as amended  or  supplemented
relating to the Securities  which are the subject of the Terms  Agreement.  Each
reference  to  the   Representatives   herein  and  in  the  provisions  of  the
Underwriting  Agreement so incorporated by reference shall be deemed to refer to
you.  Unless  otherwise  defined  herein,  terms  defined  in  the  Underwriting
Agreement are used herein as therein defined. The Representatives  designated to
act on  behalf  of each of the  Underwriters  of  Securities  are set  forth  in
Schedule II hereto.

          Subject  to the  terms and  conditions  set  forth  herein  and in the
Underwriting Agreement  incorporated herein by reference,  the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly,  to purchase from the Company,  at the time and place
and at a purchase price to the Underwriters set forth in Schedule II hereto, the
principal  amount of Securities set forth opposite the name of such  Underwriter
in Schedule I hereto, less the principal amount of Securities covered by Delayed
Delivery Contracts, if any, as may be specified in such Schedule II.

          If the foregoing is in accordance with your understanding, please sign
and return to us three  counterparts  hereof, and upon acceptance hereof by you,
on behalf of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting  Agreement  incorporated herein by reference,
shall  constitute a binding  agreement  between each of the Underwriters and the
Company.  It is understood that your acceptance of this letter on behalf of each
of the  Underwriters is or will be pursuant to the authority set forth in a form
of  Agreement  among  Underwriters,  the form of which  shall be supplied to the
Company upon request.

                                  Very truly yours,

                                  NEWMONT MINING CORPORATION


                                  By:
                                     -----------------------------------------
                                      Name:
                                      Title:




Accepted as of the date hereof:

SALOMON SMITH BARNEY INC.
J.P. MORGAN SECURITIES INC.
SCOTIA CAPITAL (USA) INC.
HSBC SECURITIES (USA) INC.
BNY CAPITAL MARKETS, INC.
UBS WARBURG LLC
BARCLAYS CAPITAL INC.
TOKYO-MITSUBISHI INTERNATIONAL PLC

By:   SALOMON SMITH BARNEY INC.
      J.P. MORGAN SECURITIES INC.,
      as Representatives of the Underwriters

      By:  SALOMON SMITH BARNEY INC.

      By:
         ----------------------------------------
      Name:
      Title:

<PAGE>


                                   SCHEDULE I


                                                             Principal Amountof
                                                           Designated Securities
                 Underwriter                                  to be Purchased

Salomon Smith Barney Inc. ..............................       $ 151,250,000
J.P. Morgan Securities Inc. ............................          68,750,000
Scotia Capital (USA) Inc. ..............................          11,000,000
HSBC Securities (USA) Inc. .............................          11,000,000
BNY Capital Markets, Inc. ..............................           8,250,000
UBS Warburg LLC ........................................           8,250,000
Barclays Capital Inc. ..................................           8,250,000
Tokyo-Mitsubishi International plc .....................           8,250,000



     Total .............................................       $ 275,000,000
                                                               =============

<PAGE>



                                   SCHEDULE II

Title of Securities:

          8 5/8 % Notes due 2011

Aggregate principal amount:

          $275,000,000

Price to public:

          99.729%  of the  principal  amount  of the  Securities,  plus  accrued
          interest, if any, from May 14, 2001 to the Closing Date.

Purchase price by underwriters:

          99.079%  of the  principal  amount  of the  Securities,  plus  accrued
          interest, if any, from May 14, 2001 to the Closing Date.

Specified funds for payment of purchase price:

          Federal funds

Indenture:

          Indenture,  dated as of May 1, 2001, between the Company and Citibank,
          N.A., as Trustee

Maturity:

          May 15, 2011

Interest rate:

          8 5/8 % per year

Interest payment dates:

          Semi-annually  in  arrears  on May 15 and  November  15 of each  year,
          commencing November 15, 2001

Redemption provisions:

          The Securities  may be redeemed,  in whole or in part at the option of
          the  Company  at any time or from time to time at the  greater  of the
          following redemption prices:

               (i)  100%  of  the  principal  amount  of  the  Securities  being
                    redeemed; or

               (ii) the sum of the  present  values of the  remaining  scheduled
                    payments of principal and interest on the  Securities  being
                    redeemed on the  redemption  date (not including any portion
                    of any payments of interest  accrued to the redemption date)
                    discounted to the redemption  date on a semiannual  basis at
                    the Treasury Rate (as defined  below),  as determined by the
                    Reference  Treasury  Dealer (as defined below) plus 45 basis
                    points;

                    plus,  in each  case,  accrued  and unpaid  interest  on the
                    Securities to the redemption date.

          Notwithstanding the foregoing,  installments of interest on Securities
          that are due and payable on interest payment dates falling on or prior
          to a redemption  date will be payable on the interest  payment date to
          the  registered  holders as of the close of business  on the  relevant
          record  date  according  to the  Securities  and  the  indenture.  The
          redemption  price will be  calculated  on the basis of a 360-day  year
          consisting of twelve 30-day months.

          The Company  will mail notice of any  redemption  at least 30 days but
          not more than 60 days before the  redemption  date to each  registered
          holder of the Securities to be redeemed.  Once notice of redemption is
          mailed,  the  Securities  called for  redemption  will  become due and
          payable on the redemption date and at the applicable redemption price,
          plus accrued and unpaid interest to the redemption date.

          "Treasury Rate" means,  with respect to any redemption  date, the rate
          per annum equal to the semiannual  equivalent yield to maturity of the
          Comparable  Treasury  Issue,  assuming  a  price  for  the  Comparable
          Treasury  Issue  (expressed as a percentage  of its principal  amount)
          equal to the Comparable Treasury Price for such redemption date.

          "Comparable  Treasury Issue" means the United States Treasury security
          selected  by the  Reference  Treasury  Dealer  as  having  a  maturity
          comparable to the remaining term of the Securities to be redeemed that
          would be utilized,  at the time of selection  and in  accordance  with
          customary financial practice,  in pricing new issues of corporate debt
          securities  of  comparable  maturity  to  the  remaining  term  of the
          securities.

          "Comparable  Treasury  Price"  means,  with respect to any  redemption
          date, (A) the average of the Reference  Treasury Dealer Quotations for
          such  redemption  date,  after  excluding  the highest and lowest such
          Reference  Treasury Dealer  Quotations,  or (B) if the trustee obtains
          fewer  than three  such  Reference  Treasury  Dealer  Quotations,  the
          average of all such Quotations,  or (C) if only one Reference Treasury
          Dealer Quotation is received, such Quotation.

          "Reference  Treasury  Dealer"  means (A) Salomon  Smith Barney Inc. or
          Chase  Securities  Inc.  (or  their  respective  affiliates  which are
          Primary Treasury Dealers), and their respective successors;  provided,
          however,  that if any of the  foregoing  shall  cease to be a  primary
          U.S.Government securities dealer in New York City (a "Primary Treasury
          Dealer"),   the  Company  will  substitute  therefor  another  Primary
          Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected
          by the Company.

          "Reference  Treasury  Dealer  Quotation"  means,  with respect to each
          Reference  Treasury  Dealer and any redemption  date, the average,  as
          determined  by the  trustee,  of the  bid  and  asked  prices  for the
          Comparable  Treasury Issue  (expressed in each case as a percentage of
          its  principal  amount)  quoted  in  writing  to the  trustee  by such
          Reference  Treasury  Dealer at  5:00 p.m.  (New York City time) on the
          third business day preceding such redemption date.

          On and after the redemption date, interest will cease to accrue on the
          Securities  or any  portion of the  Securities  called for  redemption
          (unless the Company  defaults in the payment of the  redemption  price
          and accrued  interest).  On or before the redemption date, the Company
          will deposit with a paying agent (or the trustee) money  sufficient to
          pay the redemption  price of and accrued interest on the Securities to
          be redeemed on that date.  If less than all of the  Securities  of any
          series are to be  redeemed,  the  Securities  to be redeemed  shall be
          selected by lot by DTC,  in the case of  Securities  represented  by a
          global security, or by the trustee by a method the trustee deems to be
          fair  and  appropriate,  in  the  case  of  Securities  that  are  not
          represented by a global security.

Sinking fund provisions:

          No sinking fund provisions.

Closing Date:

          May 14, 2001, at 10:00 a.m., New York City time

Closing Location:

          White & Case LLP, 1155 Avenue of the Americas

Delayed Delivery:

          None

Names and addresses of Representatives:
          Salomon Smith Barney Inc.
          J.P. Morgan Securities Inc.
          c/o Salomon Smith Barney Inc.
          388 Greenwich Street
          New York, New York  10013

Address for Notices, etc.:
          Newmont Mining Corporation
          1700 Lincoln Street
          Denver, Colorado 80203
          Attention:  Treasurer

          Salomon Smith Barney Inc.
          J.P. Morgan Securities Inc.
          c/o Salomon Smith Barney Inc.
          388 Greenwich Street
          New York, New York  10013
          Attention:  Office of the General Counsel