Exhibit 1.1
                                                                     -----------

                           NEWMONT MINING CORPORATION

                                Equity Securities

                             Underwriting Agreement
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Dear Sirs:

          1. Introductory. Newmont Mining Corporation, a Delaware corporation
(the "Company"), proposes to issue and sell from time to time (i) shares of
common stock of the Company (the "Common Shares"), (ii) shares of a series of
preferred stock of the Company (the "Preferred Shares") which may be convertible
into Common Shares, (iii) depositary shares (the "Depositary Shares") which will
represent a fraction of a Preferred Share or (iv) warrants to purchase Common
Shares (the "Warrants") which may be sold separately or together with Common
Shares. The Common Shares, the Preferred Shares, the Depositary Shares and the
Warrants are hereinafter referred to as the "Securities". The Securities are
registered under the registration statement referred to in Section 2(a).

          Particular issuances or series of the 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 the terms of offering determined at the
time of sale. Under such Terms Agreement, subject to the terms and conditions
hereof, the Company will agree to issue and sell, and the firm or firms
specified therein (the "Underwriters") will agree to purchase, the amount of
Securities specified therein (the "Firm Securities"). In such Terms Agreement,
the Company also may grant to such Underwriters, subject to the terms and
conditions set forth therein, an option to purchase additional Securities in an
amount not to exceed the amount specified in such Terms Agreement (such
additional Securities are hereinafter referred to as the "Option Securities").
The Firm Securities and the Option Securities are hereinafter collectively
referred to as the "Offered Securities".

          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.

          Each Common Share issued pursuant to a Terms Agreement referred to in
Section 3, upon conversion of Preferred Shares or Depositary Shares or upon
exercise of a Warrant will include one preferred share purchase right (the
"Junior Preferred Rights") entitling the holder thereof to purchase, under
certain circumstances, one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $1.60 per share, of the Company,
subject to adjustment. The Junior Preferred Rights are to be issued pursuant to
a Rights Agreement dated as


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of August 31, 2000, between the Company and ChaseMellon Shareholder Services
LLC, as rights agent.

          Preferred Shares issued pursuant to the Terms Agreement referred to in
Section 3 will be issued in accordance with a Certificate of Designations as
specified in such Terms Agreement (the "Certificate of Designations").
Depositary Shares issued pursuant to the Terms Agreement referred to in Section
3 will be issued under a Deposit Agreement (the "Deposit Agreement") between the
Company and a bank or trust company selected by the Company as specified in such
Terms Agreement (the "Depositary"). Warrants issued pursuant to the Terms
Agreement referred to in Section 3 will be issued under a Warrant Agreement (the
"Warrant Agreement") between a bank or trust company selected by the Company as
specified in such Terms Agreement (the "Warrant Agent").

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

          (a) A registration statement (No. 333-____), including a prospectus
     relating to the Securities, has been filed with the Securities and Exchange
     Commission (the "Commission") and has become effective. Such registration
     statement, 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 supplemented as
     contemplated by Section 3 to reflect the terms of the Offered 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 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 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

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     incorporated by reference in the Prospectus (other than documents
     incorporated by reference therein relating solely to securities other than
     the Offered 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 Firm Securities. The obligation of the
Company to issue and sell any Firm Securities, the obligation of the
Underwriters to purchase the Firm Securities, and, if applicable, the Company's
granting to the Underwriters of an option to purchase any Option 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 or any other rapid transmission device designed to
produce a written record of communications transmitted at the time the Company
determines to sell the Firm Securities. The Terms Agreement will incorporate by
reference the provisions of this Agreement, except as otherwise provided
therein, and will specify the following: the firm or firms which will be
Underwriters; the names of any Representatives; the aggregate amount of the Firm
Securities, and, if applicable, the Option Securities; the terms of any option
granted by the Company to the Underwriters to purchase Option Securities; the
amount of Firm Securities to be purchased by each Underwriter; the initial
public offering price of the Offered Securities; the purchase price to be paid
by the Underwriters; and, if the Offered Securities are Preferred Shares,
Depositary Shares or Warrants, the terms thereof including, but not limited to,
in the case of Preferred Shares (including those represented by Depositary
Shares), the designation thereof, the dividend rate (or method of calculation),
the dates on which dividends will be payable, whether such dividends will be
cumulative or noncumulative and, if cumulative, the dates from which dividends
will commence to cumulate, any redemption or sinking fund provisions, and the
terms of conversion, if any, and, in the case of Depositary Shares, the fraction
of the relevant Preferred Share represented thereby and, in the case of
Warrants, the expiration date, the exercise price and the other terms for the
exercise thereof. The Terms Agreement will also specify the place of delivery
and payment for the Offered Securities and any details of the terms of offering
that should be reflected in the prospectus supplement relating to the offering
of the Offered Securities.

          The time and date of delivery and payment of the Firm Securities will
be the time and date specified in the Terms Agreement, 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 of the Firm Securities (such
time and date, being herein and in the Terms Agreement referred to as the "Firm
Closing Date"). The time and date of delivery and payment of the Option
Securities, if any, will be the time and date specified by the Underwriters as
provided in the Terms Agreement, which may be the Firm Closing Date, but shall
not be more than seven business days after the exercise of the option nor in any
event prior to the Firm Closing Date (such time and date being herein and in the
Terms Agreement referred to as the "Option Closing Date"). As used herein and in
the Terms Agreement, the term "Closing Date" means, with respect to the Firm
Securities, the Firm Closing Date and, with respect to the Option Securities,
the Option Closing Date.

          The obligations of the Underwriters to purchase the Offered Securities
will be several and not joint. It is understood that the Underwriters propose to
offer the Offered Securities for sale as set forth in the Prospectus. The
Offered Securities delivered to the

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Underwriters on the Closing Date will be in such denominations and registered in
such names as the Underwriters may request.

          4. Certain Agreements of the Company. The Company agrees with the
several Underwriters that it will furnish to counsel for the Underwriters, one
signed copy of the registration statement 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 Offered 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 Offered
     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 and (iii) the Company
     will advise the Representatives promptly of the receipt by the Company of
     any notification with respect to the suspension of the qualification of the
     Securities for sale in any jurisdiction or the initiation or threat of any
     proceeding for such purpose.

          (c) If, at any time when a prospectus relating to the Offered
     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

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     prospectus supplement and the Prospectus and during the time when a
     prospectus relating to the Offered 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 Offered Securities), in
     each case as soon as available and in such quantities as are reasonably
     requested.

          (f) 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 Certificate of Designations, any Deposit Agreement, any
     Warrant Agreement, any Blue Sky Memorandum and any other documents in
     connection with the offering, purchase, sale and delivery of the Offered
     Securities; (iii) all expenses in connection with the qualification of the
     Offered 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 survey(1); (iv) any fees charged by
     securities rating services for rating the Offered 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 Offered
     Securities; (vi) the cost of preparing the Offered Securities and any
     Common Shares issuable upon conversion or exercise thereof; (vii) the fees
     and expenses in connection with the listing, if any, of the Offered
     Securities or any Common Shares issuable upon conversion or exercise
     thereof; (viii) the fees and expenses of any transfer agent relating to any
     Common Shares or any Preferred Shares; (ix) the fees and expenses of any
     Depositary relating to any Depositary Shares; (x) the fees and expenses of
     any Warrant Agent relating to any Warrants; and (xi) all other costs and
     expenses incident to the performance of its obligations hereunder 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 Offered
     Securities by them, and any advertising expenses connected with any offers
     they may make.

          (g) If and to the extent so provided in the Terms Agreement referred
     to in Section 3, the Company, for the period therein provided, will not,
     directly or indirectly, sell, contract to sell or otherwise dispose of
     certain of its securities as specified in such Terms Agreement.

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(1)  Include language in italics if warrants are being sold; delete if shares of
     Common Stock or Preferred Stock are being sold.

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          (h) The Company will arrange for the qualification of the Offered
     Securities for sale under the laws of such jurisdictions as the
     Representatives reasonably 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 take any action that would
     subject it to general or unlimited service of process in any such
     jurisdiction.(2)

          5. Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Firm Securities on the
Firm Closing Date and the Option Securities on the Option Closing Date 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 Company officers
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 & Co., 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 of 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

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(2)  Include paragraph (h) if warrants; delete if Common Stock or Preferred
     Stock.

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               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.

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     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) of this
     Agreement. 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 in trading in securities generally on the New York Stock
     Exchange or any setting of minimum prices for trading on such Exchange;
     (iii) if the Offered Securities are Common Shares, Preferred Shares which
     are convertible into Common Shares (or Depositary Shares evidencing such
     Preferred Shares) or Warrants, any suspension in trading in the Common
     Shares on the New York Stock Exchange imposed by the New York Stock
     Exchange or the Commission; (iv) any general banking moratorium declared by
     Federal or New York authorities; or (v) 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
     Offered Securities.

          (d) The Representatives shall have received an opinion, dated the
     Closing Date, of White & Case, counsel for the Company, to the effect (to
     the extent applicable to the Offered Securities) 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 shares of capital stock of the Company outstanding on
          the Closing Date have been duly authorized, are validly issued, fully
          paid and non-assessable, and conform in all material respects as to
          legal matters to the description thereof contained in the Prospectus;

               (iii) If the Offered Securities are Common Shares, the Common
          Shares have been duly authorized and validly issued and, when
          countersigned by the

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          transfer agent therefor, and sold to the Underwriters against payment
          therefor pursuant to this Agreement and the Terms Agreement, will be
          validly issued, fully paid and non-assessable; and the issuance of
          such Common Shares is not subject to the preemptive rights of any
          stockholder of the Company;

               (iv) If the Offered Securities are Preferred Shares or Depositary
          Shares, the Preferred Shares have been duly authorized and validly
          issued and, when countersigned by the transfer agent therefor and, if
          applicable, when deposited pursuant to the Deposit Agreement against
          issuance of Depositary Shares and when the Preferred Shares or the
          Depositary Shares, as the case may be, are sold to the Underwriters
          against payment therefor pursuant to this Agreement and the Terms
          Agreement, will be validly issued, fully paid and non-assessable; and
          the issuance and, if applicable, deposit of such Preferred Shares is
          not subject to the preemptive rights of any stockholder of the
          Company;

               (v) If the Offered Securities are Depositary Shares, the
          depositary receipts (the "Depositary Receipts"), when issued and
          delivered pursuant to the Deposit Agreement and this Agreement and the
          Terms Agreement, will entitle the holders thereof to the rights
          specified in such Depositary Receipts and in the Deposit Agreement;

               (vi) If the Offered Securities are Preferred Shares or Depositary
          Shares, the Certificate of Designations of the Company creating the
          Preferred Shares has been duly filed with the Secretary of State of
          Delaware and with all other offices where such filing is required;

               (vii) If the Offered Securities are Depositary Shares, the
          Deposit Agreement has been duly authorized, executed and delivered by
          the Company, and the Deposit Agreement constitutes a valid and legally
          binding obligation of the Company enforceable in accordance with its
          terms, except as the enforceability thereof may be limited by
          applicable bankruptcy, insolvency, reorganization, 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);

               (viii) If the Offered Securities are Preferred Shares that are
          convertible into Common Shares, or Depositary Shares evidencing
          fractions of such Preferred Shares, the Common Shares have been duly
          authorized and reserved for issuance by the Company upon conversion of
          the Preferred Shares, and when so issued and countersigned by the
          transfer agent therefor, will be validly issued, fully paid and
          non-assessable; and the issuance of such Common Shares will not be
          subject to the preemptive rights of any stockholder of the Company;

               (ix) If the Offered Securities are Warrants, the Warrants have
          been duly authorized, executed and delivered by the Company and, when
          countersigned by the Warrant Agent and sold to the Underwriters
          against payment therefor pursuant

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          to this Agreement and the Terms Agreement, 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, or other similar
          laws affecting the enforcement of creditor's rights generally, or by
          general equitable principles (regardless of whether the issue of
          enforceability is considered in a proceeding in equity or at law);

               (x) If the Offered Securities are Warrants, the Warrant Agreement
          has been duly authorized, executed and delivered by the Company, and
          the Warrant Agreement constitutes a valid and legally binding
          obligation of the Company enforceable in accordance with its terms,
          except as the enforceability thereof may be limited by applicable
          bankruptcy, insolvency, reorganization, 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);

               (xi) If the Offered Securities are Warrants, the Common Shares
          have been duly authorized and reserved for issuance by the Company
          upon exercise of the Offered Securities, and when so issued and
          countersigned by the transfer agent therefor, will be validly issued,
          fully paid and non-assessable; and the issuance of such Common Shares
          will not be subject to the pre-emptive rights of any stockholder of
          the Company;

               (xii) The Offered Securities conform in all material respects to
          the description thereof contained in the Prospectus;

               (xiii) 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),
          any Warrant Agreement and any Deposit Agreement, except such as have
          been obtained and made under the Act and such as may be required under
          state securities or Blue Sky laws (as to which such counsel need
          express no opinion);

               (xiv) The execution, delivery and performance of the Terms
          Agreement (including the provisions of this Agreement), any Deposit
          Agreement and any Warrant Agreement and the issuance and sale of the
          Offered 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

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          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 Offered Securities as
          contemplated by the Terms Agreement (including the provisions of this
          Agreement);

               (xv) The registration statement 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 and the
          Rules and Regulations thereunder; nothing has come to such counsel's
          attention which causes it to believe that such registration statement,
          as of its effective date, the Registration Statement or the
          Prospectus, as of the date of the Terms Agreement, 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

               (xvi) The Terms Agreement (including the provisions of this
          Agreement) has been duly authorized, executed and delivered by the
          Company.

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

               (i) The Company has been duly incorporated and is an existing
          corporation in good standing in its state of incorporation and 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 requires 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 business in which it is engaged as
          described in the Prospectus;

               (ii) The execution, delivery and performance of the Terms
          Agreement (including the provisions of this Agreement), any Warrant
          Agreement and any Deposit Agreement and the issuance and sale of the
          Offered 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 material subsidiary is a party or by which the Company
          or any such subsidiary is bound or to which any of

                                       11

<PAGE>

          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), any
          Warrant Agreement and any Deposit Agreement, except such as may be
          required under the 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 relating to the Securities,
          as of its effective date, the Registration Statement or the
          Prospectus, as of the date of the Terms Agreement, 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 counsel for the
     Underwriters, such opinion or opinions, dated the Closing Date, with
     respect to the incorporation of the

                                       12

<PAGE>

     Company, the validity of the Offered 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, the President and
     Chief Executive Officer, any Executive Vice President, any Senior Vice
     President or any Vice President and a principal financial or accounting
     officer of 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 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

                                       13

<PAGE>

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

                                       14

<PAGE>

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 Offered 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 the Company 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, 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 Offered Securities which it has agreed to purchase
under the Terms Agreement relating to such Offered Securities, the
Representatives may in their discretion arrange for themselves or another party
or other parties to purchase such Offered Securities on the terms contained
therein. If within thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Offered 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 Offered Securities on such terms. In the event
that, within the respective prescribed periods, the Representatives notify the
Company that they have so arranged for the purchase of such Offered Securities,
or the Company notifies the Representatives that it has so arranged for the
purchase of such Offered Securities, the Representatives or the Company shall
have the right to postpone the Closing Date for the Offered 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

                                       15

<PAGE>

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 Offered
Securities.

     (b) If, after giving effect to any arrangements for the purchase of the
Offered Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate number of such Offered Securities which remains unpurchased does not
exceed one-tenth of the aggregate number of the Offered Securities, then the
Company shall have the right to require each non-defaulting Underwriter to
purchase on the applicable Closing Date the number of Offered Securities which
such Underwriter agreed to purchase under the Terms Agreement relating to such
Offered Securities and, in addition, to require each non-defaulting Underwriter
to purchase its pro rata share (based on the amount of Securities which such
Underwriter agreed to purchase under such Terms Agreement) of the Offered
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
Offered Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate amount of Offered Securities which remains unpurchased exceeds
one-tenth of the aggregate amount of the Offered 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
Offered Securities of a defaulting Underwriter or Underwriters, then the Terms
Agreement relating to such Offered Securities (or, with respect to the Option
Closing Date, the obligations of the Underwriters to purchase, and of the
Company to sell, the Option 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 Offered Securities. If the Terms Agreement is terminated
pursuant to Section 7 or if for any reason the purchase of the Offered
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 Offered Securities by the Underwriters is not consummated for any reason,
other than solely because of the termination of the Terms Agreement pursuant to
Section 7 or the occurrence of any event

                                       16

<PAGE>

specified in clause (ii), (iv) or (v) 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 Offered 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 Offered 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.

                                       17


<PAGE>

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

     Very truly yours,

     NEWMONT MINING CORPORATION

     By___________________________
       Name:
       Title:


Accepted as of the date hereof:


[Names of Underwriters]

By:      [Representatives]


By:______________________
    Name:
    Title:


On behalf of each of the Underwriters


<PAGE>

                                                                      SCHEDULE I
                                                                      ----------
                           NEWMONT MINING CORPORATION

                                Equity Securities

                                 Terms Agreement
                                 ---------------


                                                                 ---------, ----


[Names and Addresses of
  Representatives]

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 _________ __, ____ (the "Underwriting Agreement"),
between the Company on the one hand and __________________, on the other hand,
to issue and sell to the Underwriters named in Schedule I hereto (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
amount of Firm Securities set forth opposite the name of such Underwriter in
Schedule I hereto.

     [Subject to the terms and conditions set forth herein and in the Terms
Agreement, the Company hereby grants an option to the Underwriters, severally
and not jointly, to purchase in the aggregate up to the number of Option
Securities set forth on Schedule II at the same purchase
<PAGE>
                                                                      Schedule I
                                                                          Page 2

price as shall be applicable to the Firm Securities. The option hereby granted
will expire __ days after the date hereof and may be exercised, in whole or in
part at one time, only for the purpose of covering over-allotments that may be
made in connection with the offering and distribution of the Firm Securities.
Such option may be exercised upon written notice by you to the Company setting
forth the number of Option Securities as to which the several Underwriters are
exercising the option and the Option Closing Date. If the option is exercised as
to all or any portion of the Option Securities, the Option Securities as to
which the option is exercised shall be purchased by each Underwriter, severally
and not jointly, in the proportion that the number of Firm Securities set forth
opposite the name of such Underwriter in Schedule I bears to the total number of
Firm Securities, subject to such adjustments as you, in your discretion, shall
make to eliminate any sales or purchases of fractional Offered Securities. No
Option Securities shall be sold or delivered unless the Firm Securities
previously have been, or simultaneously are, sold and delivered. The right to
purchase the Option Securities or any portion thereof may be surrendered and
terminated at any time before the exercise thereof upon written notice by the
Representatives to the Company.]

     If the foregoing is in accordance with your understanding, please sign and
return to us _______ 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:


By:_________________________

On behalf of each of the Underwriters

<PAGE>

                                                                      SCHEDULE I
                                                                      ----------






<PAGE>


                                                                      SCHEDULE I
                                                                      ----------


                                                   Amount of
                                                   Firm Securities
                           Underwriter             to be Purchaser
                           -----------             ---------------






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


Total . . . . . . . . . . . . . . . . . . . . .     ==============

<PAGE>
                                                                     SCHEDULE II
                                                                     -----------

Title of Securities:


Aggregate number of Firm Securities:


Aggregate number of Option Securities:


Price to Public:
               $_____________

Purchase Price by Underwriters:
               $_____________

Specified funds for payment of purchase price:
                  [New York] Clearing House funds

If the Securities are Preferred Shares or Depositary Shares evidencing fractions
of Preferred Shares, the terms of such Preferred Shares are as follows:

               Designation:

               Date of Certificate of Designations:

               Dividend Rate or Amount:

               [$___ per share per annum] [specify other method of calculation]

               [Dividends are noncumulative.] [Dividends are cumulative from
               [specify date].]

               Dividend Payment Dates:

               [months and dates], commencing [date]

               Conversion Rights:

               [The Securities are not convertible.]

               [The Securities will be [subject to mandatory conversion]
[convertible [at the option of the holder thereof] [at the option of the
Company]] into shares of Common Stock of the Company [Describe conversion
provisions, including the conversion price and adjustments thereto.]]

               Ranking:

               [The Securities will rank senior with respect to the payment of
               dividends and the distribution of assets upon liquidation to any
               shares of the Company's Series A

<PAGE>
                                                                     Schedule II
                                                                          Page 2

               Junior Participating Preferred Stock and any series of Preferred
               Stock which by its terms is expressly made junior to the
               Securities. The Securities will rank on a parity with respect to
               the payment of dividends and the distribution of assets upon
               liquidation with any other series of Preferred Stock.]

               [The Securities will rank on a parity with respect to the payment
of dividends and the distribution of assets upon liquidation to any shares of
the Company's Series A Junior Participating Preferred Stock and any series of
Preferred Stock which by its terms is expressly made junior to any other series
of Preferred Stock. The Securities will rank junior with respect to the payment
of dividends and the distribution of assets upon liquidation with any other
series of Preferred Stock.]

               Liquidation Rights:

               In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders of the Securities will be
entitled to receive out of the assets of the Company available for distribution
to stockholders $______ per share in cash plus accrued and unpaid dividends
before any distribution is made to the holders of the Common Stock or any other
stock of the Company ranking junior to the Securities as to the distribution of
assets upon liquidation, dissolution or winding up of the affairs of the
Company.

               Redemption Provisions:

               [No provisions for redemption]

               [The Securities may be redeemed, otherwise than through the
               sinking fund, in whole or in part at the option of the Company
               [on or after _________, _________ at the following redemption
               prices: If [redeemed on or before _________, $___, and if]
               redeemed during the 12-month period beginning ___________,

               Year                    Redemption Price
               ----                    -----------------


               and thereafter at $___ per share, together in each case with
               accrued and unpaid dividends to the redemption date]

               [on any dividend payment date falling on or after ____________,
               ___________, at the election of the Company, at a redemption
               price equal to the $___, plus accrued and unpaid dividends to the
               date of redemption].

               [Other possible redemption provisions, such as mandatory
               redemption upon occurrence of certain events or redemption for
               changes in tax law]

               Sinking Fund Provisions:

               [No sinking fund provisions]

<PAGE>
                                                                     Schedule II
                                                                          Page 3

               [The Securities are entitled to the benefit of a sinking fund to
               retire _____ shares on ______ in each of the years _____ through
               ____ at $___ per share plus accrued and unpaid dividends] [,
               together with [cumulative] [non-cumulative] redemptions at the
               option of the Company to retire an additional _____ shares in the
               years ____ through ____ at $___ per share plus accrued and unpaid
               dividends.]

               Voting Right Provisions:

               [No voting rights except as specified in the Company's Restated
Certificate of Incorporation.]

               [In addition to the voting rights specified in the Company's
Restated Certificate of Incorporation, the Securities [specify voting rights].]

If the Securities are Depositary Shares, specify the following:

               Depositary:

               Deposit Agreement:

               Deposit Agreement dated as of ________, _____, between the
Company and the Depositary.

               Terms of Deposit:

               Each Depositary Share will represent ___ of [one] share of the
Preferred Shares described above. [Insert of other relevant terms.]

If the Securities are Warrants, the terms thereof are as follows:

               Warrant Agent:

               Warrant Agreement:

               Warrant Agreement dated as of ___________, ____, between the
Company and the Warrant Agent.

               Exercise Price:

               $_____ per share, subject to adjustment as provided in the
Warrant Agreement.

               Expiration Date:

               Terms of Exercise:

               [The Warrants may be exercised at any time [on or after ________]
and prior to the close of business on the Expiration Date.]

<PAGE>
                                                                     Schedule II
                                                                          Page 4

Firm Closing Date:

               [Time and date], ____

Closing Location:

Black Out Period:

               [None]

          [For a period beginning at the time of execution of the Terms
          Agreement and ending 90 days thereafter, [the Company will not,
          directly or indirectly, offer, sell, contract to sell or otherwise
          dispose of Common Shares or securities representing, convertible into
          or exchangeable for, or any rights to purchase or acquire, Common
          Shares, other than (1) pursuant to its employee stock option and
          restricted stock plans or its directors' stock plan, each as in effect
          at the time of execution of the Terms Agreement, (2) pursuant
          arrangements made with respect to any person who becomes an employee
          of the Company, or (3) pursuant to the Junior Preferred Rights] [the
          Company will not, directly or indirectly, offer, sell, contract to
          sell or otherwise dispose of Preferred Shares, Depositary Shares or
          securities representing, convertible into or exchangeable for, or any
          rights to purchase or acquire, Preferred Shares or Depositary Shares,
          other than pursuant to the Junior Preferred Rights.]]

               [Insert terms, if other than as above]

Names and addresses of Representatives:




Address for Notices, etc.:


[Other Terms](3)




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

(3)  A description of particular tax, accounting or other unusual features of
     the Securities should be set forth, or referenced to an attached and
     accompanying description, if necessary to the issuer's understanding of the
     transaction contemplated. Such a description might appropriately be in the
     form in which such features will be described in the Prospectus for the
     offering.