UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE  "DEPOSITARY")  (55 WATER STREET,  NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR  REGISTRATION  OF TRANSFER,  EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS  REGISTERED  IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO.,  ANY  TRANSFER,  PLEDGE OR OTHER USE  HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE THE  REGISTERED  OWNER  HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED  IN WHOLE OR IN PART FOR NOTES IN  CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED  EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER  NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

No. R-1

$275,000,000                                               CUSIP No. 651639 AD 8


                           NEWMONT MINING CORPORATION

                              8 5/8% Notes due 2011

          Newmont Mining Corporation,  a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Issuer"),  for value
received,  hereby  promises to pay to CEDE & CO.,  or  registered  assigns,  the
principal  sum of  $275,000,000  on May 15, 2011 , and to pay  interest  thereon
semi-annually  on May 15th and November 15th (the "Interest  Payment  Dates") in
each year,  commencing  November 15, 2001, at the rate of 8 5/8% per annum until
the principal hereof is paid or made available for payment.  Notwithstanding the
foregoing,  this  Security  shall bear  interest  from the most recent  Interest
Payment Date to which  interest in respect hereof has been paid or duly provided
for, unless (i) the date hereof is such an Interest  Payment Date, in which case
from the date  hereof,  or (ii) no interest has been paid on this  Security,  in
which case from May 14, 2001 provided, however, that if the Issuer shall default
in the payment of interest due on the date hereof, then this Security shall bear
interest from the next  preceding  Interest  Payment Date to which  Interest has
been paid or, if no interest has been paid on this  Security  from May 14, 2001.
Notwithstanding the foregoing, if the date hereof is after April 30th or October
31st  (whether or not a Business  Day) (the "Record  Date"),  next  preceding an
Interest Payment Date and before such Interest Payment Date, this Security shall
bear interest from such Interest Payment Date;  provided,  however,  that if the
Issuer  shall  default in the payment of interest due on such  Interest  Payment
Date,  then this Security shall bear interest from the next  preceding  Interest
Payment Date to which interest has been paid or, if no interest has been paid on
this Security,  from May 14, 2001. The interest so payable,  and punctually paid
or duly  provided  for, on any Interest  Payment  Date will,  subject to certain
exceptions  provided in the Indenture referred to on the reverse hereof, be paid
to the Person in whose name this Security is registered at the close of business
on the Record Date next preceding such Interest  Payment Date.  Interest on this
Security  will be  computed  and paid on the basis of a  360-day  year of twelve
30-day months.

          Payment of the principal of and interest on this Security will be made
at the office or agency of the Issuer  maintained  for that purpose in New York,
New York,  in such coin or  currency  of the United  States of America as at the
time of  payment  is legal  tender for  payment  of public  and  private  debts;
provided,  however,  that at the option of the Issuer payment of interest may be
made by check  mailed to the  address  of the  Person  entitled  thereto as such
address shall appear in the Security register.

          Reference is hereby made to the further  provisions  of this  Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of  authentication  hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.


<PAGE>



          IN WITNESS  WHEREOF,  the Issuer has caused this instrument to be duly
executed under its corporate seal.


                                    NEWMONT MINING CORPORATION


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


Attest:



----------------------------------

<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


          This is one of the  Securities  of the series  designated  therein and
referred to in the within-mentioned Indenture.


                                           CITIBANK, N.A.,
Dated:  May 14, 2001                         as Trustee


                                           By:
                                              ----------------------------------
                                                      Authorized Signatory


<PAGE>

                               Reverse of Security


                           NEWMONT MINING CORPORATION

          This Security is one of a duly  authorized  issue of securities of the
Issuer (herein called the "Securities"),  issued and to be issued in one or more
series  under  an  Indenture,  dated  as of  May  1,  2001  (herein  called  the
"Indenture"),  between the Issuer and Citibank,  N.A., as Trustee (herein called
the  "Trustee"),  to which  Indenture and all  indentures  supplemental  thereto
reference is hereby made for a statement of the respective  rights,  limitations
of rights,  obligations,  duties and  immunities  thereunder of the Issuer,  the
Trustee  and the  Holders  of the  Securities  and of the terms  upon  which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series  designated  on the face  hereof  limited in  aggregate  principal
amount to  $275,000,000.  The  separate  series of  Securities  may be issued in
various  aggregate  principal  amounts,  may mature at different times, may bear
interest,  if any, at different  rates,  may be subject to different  redemption
provisions (if any),  may be subject to different  sinking or purchase funds (if
any),  may have  different  conversion  provisions  (if any),  may be subject to
different  repayment  provisions (if any), may be subject to different covenants
and Events of Default and may otherwise vary as in the Indenture  provided.  The
Indenture  further provides that the Securities of a single series may be issued
at various times, with different  maturity dates, may bear interest,  if any, at
different rates, may be subject to different redemption provisions (if any), may
be subject to different sinking or purchase funds (if any) and may be subject to
different repayment provisions (if any).

          The Securities of this series are subject to redemption  upon not less
than 30 nor more  than 60 days'  notice  by  mail,  in whole or in part,  at the
election of the Issuer at any time or from time to time,  at a redemption  price
equal to the greater of the following amounts:

          (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.

          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
J.P. Morgan  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.

          If an Event of Default with respect to Securities of this series shall
occur and be continuing, then the Trustee or the Holders of not less than 25% in
aggregate  principal  amount  (calculated  as provided in the  Indenture) of the
Securities  of this series then  Outstanding  may declare the  principal  of the
Securities of this series and accrued  interest  thereon,  if any, to be due and
payable in the manner and with the effect provided in the Indenture.

          The Indenture  permits,  with certain  exceptions as therein provided,
the amendment or  supplementing  thereof and the  modification of the rights and
obligations  of the Issuer and the rights of the  Holders of the  Securities  of
each series to be affected under the Indenture at any time by the Issuer and the
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount  (calculated as provided in the Indenture) of the Securities at
the time  Outstanding  of all series to be affected (all such series voting as a
single class). The Indenture also contains provisions  permitting the Holders of
not less than a majority in aggregate  principal amount  (calculated as provided
in the Indenture) of the Securities of each series at the time  Outstanding,  on
behalf of the Holders of all  Securities  of such series,  to waive certain past
defaults or Events of Default under the Indenture  and the  consequences  of any
such defaults or Events of Default.  Any such consent or waiver by the Holder of
this Security  (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any  Security  issued upon the  registration  of transfer  hereof or in exchange
herefor or in lieu hereof,  whether or not notation of such consent or waiver is
made upon this Security.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and  unconditional,  to pay the principal of and  interest,  if any, on
this Security at the times, place and rate, if any, and in the coin or currency,
herein prescribed.

          As  provided  in the  Indenture  and  subject to  certain  limitations
therein set forth,  the transfer of this Security is registrable in the Security
register,  upon due presentment of this Security for registration of transfer at
the  office or agency of the  Issuer  in any place  where the  principal  of and
interest, if any, on this Security are payable, duly endorsed by, or accompanied
by a written  instrument of transfer in form  satisfactory to the Issuer and the
Security  registrar  duly  executed by the Holder  hereof or his  attorney  duly
authorized in writing,  and thereupon one or more new Securities of this series,
having the same  interest  rate and maturity and bearing  interest from the same
date  as this  Security,  of any  authorized  denominations  and  for  the  same
aggregate  principal  amount,  will be issued to the  designated  transferee  or
transferees.

          The  Securities of this series are issuable  only in  registered  form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different  authorized  denomination having the
same interest rate and maturity and bearing  interest from the same date as such
Securities, as requested by the Holder surrendering the same.

          No service charge shall be made for any such  registration of transfer
or exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

          Prior  to  due  presentment  of  this  Security  for  registration  of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this  Security is  registered as the owner hereof
for all purposes,  whether or not this  Security be overdue and  notwithstanding
any notation of ownership or other writing thereon,  and none of the Issuer, the
Trustee or any such  agent  shall be  affected  by notice to the  contrary.  All
payments  made to or upon the order of such  registered  Holder,  shall,  to the
extent of the sum or sums paid,  effectually satisfy and discharge liability for
monies payable on this Security.

          No recourse for the payment of the  principal of or interest,  if any,
on this Security,  or for any claim based hereon or otherwise in respect hereof,
and no  recourse  under or upon any  obligation,  covenant or  agreement  of the
Issuer  in  the  Indenture  or  any  indenture  supplemental  thereto  or in any
Security,  or because of the creation of any indebtedness  represented  thereby,
shall be had against any  incorporator,  stockholder,  official or director,  as
such, past, present or future, of the Issuer or of any successor entity,  either
directly or through the Issuer or any successor entity, whether by virtue of any
constitution,  statute or rule of law or by the enforcement of any assessment or
penalty or otherwise,  all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.

          All terms used in this Security and not otherwise defined herein which
are defined in the  Indenture  shall have the  meanings  assigned to them in the
Indenture.

          This Security  shall be governed by and  construed in accordance  with
the  laws  of the  State  of New  York,  without  regard  to  conflicts  of laws
principles thereof.