Exhibit 1.2


                       NEWMONT MINING CORPORATION, Issuer
                         NEWMONT USA LIMITED, Guarantor



                                 Debt Securities

                             Underwriting Agreement

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

Dear Sirs:

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

          2. Representations and Warranties of the Company and the Guarantor.
The Company and the Guarantor, jointly and severally, represent and warrant to,
and agree with, each Underwriter that:

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          (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 Securities and the
     terms of offering thereof, as first filed with the Commission pursuant to
     and in accordance with Rule 424(b) ("Rule 424(b)") of the Rules and
     Regulations of the Commission (the "Rules and Regulations") under the
     Securities Act of 1933, as amended (the "Act"), including all material
     incorporated by reference therein, is hereinafter referred to as the
     "Prospectus".

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

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

          3. Purchase and Offering of Securities. The obligation of the Company
to issue and sell any Registered Securities, the obligation of the Guarantor to
guarantee such Registered Securities and the obligation of the Underwriters to
purchase the Securities will be set forth in a Terms Agreement (the "Terms
Agreement") which shall be in the form of an executed writing (which may be
handwritten), and may be evidenced by an exchange of telegraphic, facsimile or
any other rapid transmission device designed to produce a written record of
communications transmitted at the time the Company determines to sell the
Securities. The Terms Agreement will incorporate by reference the provisions of
this Agreement, except as otherwise provided therein, and will specify the firm
or firms which will be Underwriters, the names of any Representatives, the
aggregate principal amount of the Registered Securities, the principal

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amount of Registered Securities to be purchased by each Underwriter, the initial
public offering price of the Registered Securities, the purchase price to be
paid by the Underwriters and the terms of the Registered Securities not already
specified in the Indenture, including, but not limited to, dates of payment and
rate of interest, if any, maturity, any redemption or repayment provisions and
any sinking fund requirements and whether any of the Securities may be sold to
institutional investors pursuant to Delayed Delivery Contracts (as defined
below). The Terms Agreement will also specify the time and date of delivery and
payment (such time and date, or such other time not later than seven full
business days thereafter as the Representatives, the Company and the Guarantor
agree as the time for payment and delivery, being herein and in the Terms
Agreement referred to as the "Closing Date"), the place of delivery and payment
and any details of the terms of offering that should be reflected in the
prospectus supplement relating to the offering of the Securities. The
obligations of the Underwriters to purchase the Securities will be several and
not joint. It is understood that the Underwriters propose to offer the
Securities for sale as set forth in the Prospectus. The Securities delivered to
the Underwriters on the Closing Date will be in definitive fully registered
form, in such denominations and registered in such names as the Underwriters may
request.

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

          4. Certain Agreements of the Company and the Guarantor. Each of the
Company and the Guarantor, jointly and severally, agrees with the several
Underwriters that it will furnish to _____________________, counsel for the
Underwriters ("Underwriter's Counsel"), 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 Securities:

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

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

          (c) If, at any time when a prospectus relating to the Securities is
     required to be delivered under the Act, any event occurs as a result of
     which the Prospectus as then amended or supplemented would include an
     untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading, or if it is necessary at any
     time to amend the Prospectus to comply with the Act, the Company and the
     Guarantor 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 and the Guarantor will furnish to the Representatives
     copies of the Registration Statement, including all exhibits, any related
     prospectus, any related preliminary prospectus supplement and the
     Prospectus and, during the time when a prospectus relating to the
     Registered Securities is required to be delivered under the Act, all
     amendments and supplements to such documents (other than those solely
     relating to securities other than the Securities), in each case as soon as
     available and in such quantities as are reasonably requested.

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

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

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

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

          (a) The Representatives shall have received a "comfort letter", dated
     the Closing Date, in form and substance satisfactory to the
     Representatives.

          (b) The Prospectus shall have been filed with the Commission in
     accordance with the Rules and Regulations and Section 4(a). No stop order
     suspending the effectiveness of the Registration Statement or of any part
     thereof shall have been issued

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     and no proceedings for that purpose shall have been instituted or, to the
     knowledge of the Company, the Guarantor 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 or the Guarantor 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 or the Guarantor (other than an announcement with positive
     implications of a possible upgrading, and no implication of a possible
     downgrading, of such rating); (ii) any suspension or limitation of trading
     in securities generally on the New York Stock Exchange, Inc., or any
     setting of minimum prices for trading on such exchange; (iii) any general
     banking moratorium declared by Federal or New York authorities; or (iv) any
     outbreak or material escalation of major hostilities in which the United
     States is involved, any declaration of war by Congress or any other
     substantial national or international calamity or emergency if, in the
     reasonable judgment of a majority in interest of the Underwriters,
     including any Representatives, the effect of any such outbreak, escalation,
     declaration, calamity or emergency is so material and adverse so as to make
     it impractical or inadvisable to proceed with completion of the sale of and
     payment for the Securities.

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

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

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

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

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

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

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               (v) 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, the Trust
          Indenture 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

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

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

               (i) Each of the Company and the Guarantor 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
          respective businesses require such qualification (except where the
          failure to so qualify would not have a material adverse effect upon
          the Company and its subsidiaries taken as a whole or the Guarantor and
          its subsidiaries taken as a whole, as the case may be), and has all
          power and authority necessary to own its properties and conduct the
          businesses in which it is engaged as described in the Prospectus;

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

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               (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, the Guarantor
          or any of their material properties that is required to be obtained or
          made by the Company or the Guarantor for the consummation of the
          transactions contemplated by the Terms Agreement (including the
          provisions of this Agreement) in connection with the issuance or sale
          of the Securities by the Company and the Guarantor, except such as may
          be required under the Act, the Trust Indenture Act and under state
          securities or Blue Sky laws (as to which such counsel need express no
          opinion);

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

               (v) Nothing has come to such counsel's attention which causes it
          to believe that the registration statement relating to the Registered
          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 Underwriter's
     Counsel, counsel for the Underwriters, such opinion or opinions, dated the
     Closing Date, with respect to the incorporation of the Company and the
     Guarantor, the validity of the Securities, the Registration Statement, the
     Prospectus and other related matters as they may require, and the Company
     and the Guarantor shall have furnished to such counsel

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     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 and Chief Executive Officer, the
     President, any Executive Vice President, the Senior Vice President or any
     Vice President and a principal financial or accounting officer from each of
     the Company and the Guarantor in which such officers, to their knowledge,
     shall state that the representations and warranties of the Company and the
     Guarantor, as the case may be, in this Agreement are true and correct at
     and as of the Closing Date, that the Company and the Guarantor, as the case
     may be, 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.

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

          6. Indemnification and Contribution. (a) Each of the Company and the
Guarantor will jointly and severally 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 neither the Company nor the Guarantor will 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 and the Guarantor by any Underwriter specifically for use therein; and
provided, further, that neither the Company nor the Guarantor shall 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 either
the Company or the Guarantor has previously furnished copies thereof to such
Underwriter and the loss, claim, damage or liability results from an untrue
statement or omission of a material fact

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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 and
the Guarantor against any losses, claims, damages or liabilities to which either
the Company or the Guarantor 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 or the Guarantor by such Underwriter specifically for use therein, and
will reimburse any legal or other expenses reasonably incurred by the Company or
the Guarantor 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 and the Guarantor on the one hand and of the Underwriters on the other
in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations, including relative benefit. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement

                                      -11-
<PAGE>
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, the Guarantor 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, the Guarantor and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this subsection
(d) to contribute are several in proportion to their respective underwriting
obligations and not joint.

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

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

                                      -12-
<PAGE>
Agreement shall include any person substituted under this section with like
effect as if such person had originally been a party to the Terms Agreement with
respect to such Securities.

          (b) If, after giving effect to any arrangements for the purchase of
the Registered Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Registered Securities which remains
unpurchased does not exceed one-tenth of the aggregate principal amount of the
Registered Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Registered
Securities which such Underwriter agreed to purchase under the Terms Agreement
relating to such Registered Securities and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Registered Securities which such Underwriter agreed to
purchase under such Terms Agreement) of the Registered 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 Registered Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Registered Securities which remains unpurchased
exceeds one-tenth of the aggregate principal amount of the Registered
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 Registered Securities of a defaulting Underwriter or
Underwriters, then the Terms Agreement relating to such Registered Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter, the Company or the Guarantor, except for the expenses to be borne
by the Company, the Guarantor 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, the Guarantor or their 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, the Guarantor or any of
their respective representatives, officers or directors or any controlling
person and will survive delivery of and payment for the Securities. If the Terms
Agreement is terminated pursuant to Section 7 or if for any reason the purchase
of the Securities by the Underwriters under the Terms Agreement is not
consummated, the Company and the Guarantor 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, the Guarantor and the Underwriters
pursuant to Section 6 shall remain in effect. If the purchase of the Securities
by the Underwriters is not consummated for any reason, other than solely because
of the termination of this Agreement pursuant to Section 7 or the occurrence of
any event specified in clause (ii), (iii) or (iv) of Section 5(c), the Company
and the Guarantor will reimburse the Underwriters for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Securities, but the Company and the
Guarantor shall be under no further liability to any Underwriter except as
provided in Section 6.

                                      -13-
<PAGE>
          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 or the Guarantor shall be sufficient
in all respects if delivered or sent by first class mail or facsimile
transmission (confirmed in writing by overnight courier sent on the day of such
facsimile transmission) to the address of the Company and the Guarantor set
forth in the Registration Statement, Attention: Secretary.

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

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

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

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

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

                                      -14-
<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:

                                       NEWMONT USA LIMITED


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








Accepted as of the date hereof:

[Names of Underwriters]

By:      [Representatives]


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

On behalf of each of the Underwriters

                                      -15-
<PAGE>
                                                                         ANNEX I


                       NEWMONT MINING CORPORATION, Issuer
                         NEWMONT USA LIMITED, Guarantor

                                 Debt 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 and Newmont USA Limited, a Delaware corporation (the
"Guarantor"), 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 "Registered
Securities"). Payment of principal of, and interest, if any, and premium, if
any, on the Securities will be unconditionally guaranteed by the Guarantor
pursuant to the terms and conditions of the guaranty issued under the Indenture
(the "Guaranty"). The Registered Securities and related Guaranty are referred to
as the "Securities". Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Terms
Agreement, except that, if this Terms Agreement and the Underwriting Agreement
are dated different dates, each representation and warranty with respect to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation and warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined) and also a representation and
warranty as of the date of this Terms Agreement in relation to the Prospectus as
amended or supplemented relating to the Securities which are the subject of the
Terms Agreement. Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representatives
designated to act on behalf of each of the Underwriters of Securities are set
forth in Schedule II hereto.

          Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at a purchase price to the Underwriters set forth in Schedule II hereto, the
principal amount of Securities set forth opposite the name of such


<PAGE>
                                                                         Annex I
                                                                          Page 2


Underwriter in Schedule I hereto, less the principal amount of Securities
covered by Delayed Delivery Contracts, if any, as may be specified in such
Schedule II. The Guarantor agrees, pursuant to the terms and conditions, set
forth in the Indenture, to endorse the Guaranty on such Securities.

          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 among each of the Underwriters, the Company
and the Guarantor. 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 and the Guarantor upon request.

                                    Very truly yours,

                                    NEWMONT MINING CORPORATION


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

                                    NEWMONT USA LIMITED


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









Accepted as of the date hereof:



By:   _________________________
On behalf of each of the Underwriters

<PAGE>
                                   SCHEDULE I

                                                        Principal Amount of
                                                       Designated Securities
     Underwriter                                          to be Purchased





                                                            ------------
Total.........................                              $
                                                            ============


<PAGE>
                                   SCHEDULE II



Title of Securities:
          [ %] [Floating Rate] [Zero Coupon] Guaranteed [Notes] [Debentures] due

Aggregate principal amount:
          $
           ------------

Price to Public:
          _____% of the principal amount of the Securities, plus accrued
          interest [, if any,] from _________ to __________ [and accrued
          amortization, if any, from __________ to ____________]

Purchase Price by Underwriters:
          _____% of the principal amount of the Securities, plus accrued
          interest [,if any,] from _________ to __________ [and accrued
          amortization, if any, from __________ to ____________]

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

Ranking:
          [Senior]
          [Subordinated]

Indenture:
          Indenture, dated as of __________, ____, [, as supplemented by
          ________,] between the Company and ___________________, as Trustee

Maturity:

Interest Rate:
          [ %] [Zero Coupon] [See Floating Rate Provisions]

Interest Payment Dates:
          [months and dates]

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, in the amount
          of $ _____ or an integral multiple thereof, ----------]
<PAGE>
                                                                     Schedule II
                                                                          Page 2


          [on or after _________, _________ at the following redemption prices
          (expressed in percentages of principal amount): If [redeemed on or
          before _________, ___ %, and if] redeemed during the 12-month period
          beginning ___________,

          Year                                               Redemption
                                                               Price

          and thereafter at 100% of principal amount, together in each case with
          accrued interest to the redemption date]

          [on any interest payment date falling on or after ____________,
          ___________, at the election of the Company, at a redemption price
          equal to the principal amount thereof, plus accrued interest 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].

          [Restriction on refunding]

Sinking Fund Provisions:
          [No sinking fund provisions]

          [The Securities are entitled to the benefit of a sinking fund to
          retire $ _______ principal amount of Securities on ______ in each of
          the years _____ through ____ at 100% of their principal amount plus
          accrued interest] [, together with [cumulative] [non-cumulative]
          redemptions at the option of the Company to retire an additional $
          _________ principal amount of Securities in the years ____ through
          ____ at 100% of their principal amount plus accrued interest.]

[If Securities are extendable debt Securities, insert --

Extendable provisions:
          Securities are repayable on ______, _____ [insert date and years], at
          the option of the holder, at their principal amount with accrued
          interest. Initial annual interest rate will be ___%, and thereafter
          annual interest rate will be adjusted on ______, and _______ to a rate
          not less than ___ % of the effective annual interest rate on U.S.
          Treasury obligations with _________-year maturities as of the [insert
          date 15 days prior to maturity date] prior to such [insert maturity
          date].]

[If Securities are Floating Rate debt Securities, insert --

Floating rate provisions:

          Initial annual interest rate will be __% through ____________ [and
          thereafter will be adjusted [monthly] [on each _____, ________, and
          ___________] [to an annual rate of ______ % above the average rate for
          ______ -year [month] [securities] [certificates of deposit] issued by
          _________ and ___________________ [insert names of banks].] [and the
          annual interest rate

<PAGE>
                                                                     Schedule II
                                                                          Page 3


          [thereafter] [from ______________ through ____________] will be the
          interest yield equivalent of the weekly average per annum market
          discount rate for _____-month Treasury bills plus ___% of Interest
          Differential (the excess, if any, of (i) then current weekly average
          per annum secondary market yield for ______-month certificates of
          deposit over (ii) then current interest yield equivalent of the weekly
          average per annum market discount rate for ______-month Treasury
          bills); [from _________ and thereafter the rate will be the then
          current interest yield equivalent plus ____ % of Interest
          Differential].]

Closing Date:
          [Time and date], ____

Closing Location:

Delayed Delivery:

          [None] [Underwriters' commission shall be ___ % of the principal
          amount of Securities for which Delayed Delivery Contracts have been
          entered into. Such commission shall be payable to the order of
          _______________________________________.]

Names and addresses of Representatives:



Address for Notices, etc.:



[Other Terms]1


----------
1    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.

<PAGE>
                                                                        ANNEX II


                 (Three copies of this Delayed Delivery Contract
                  should be signed and returned to the address
                   shown below so as to arrive not later than
                          9:00 A.M., New York time, on
                            __________ ____, ____*.)


                            DELAYED DELIVERY CONTRACT

                                                         [Insert date of initial
                                                          public offering]

NEWMONT MINING CORPORATION
c/o [Name and Address of Representative]

Gentlemen:

          The undersigned hereby agrees to purchase from Newmont Mining
Corporation, a Delaware corporation (the "Company"), and the Company agrees to
sell to the undersigned, [If one delayed closing, insert--as of the date hereof,
for delivery on , __ ("Delivery Date"),]

                           $
                            ---------------------

principal amount of the Company's [Insert title of securities] (the
"Securities"), guaranteed by Newmont USA Limited, a Delaware corporation (the
"Guarantor"), offered by the Company and the Guarantor's Prospectus dated _____,
___ and a Prospectus Supplement dated _____, ___ relating thereto, receipt of
copies of which is hereby acknowledged, at % of the principal amount thereof
plus accrued interest, if any, and on the further terms and conditions set forth
in this Delayed Delivery Contract ("Contract").

         [If two or more delayed closings, insert the following:

----------
*    Insert date which is third full business day prior to Closing Date under
     the Terms Agreement.

<PAGE>
                                                                        Annex II
                                                                          Page 2


          [The undersigned will purchase from the Company as of the date hereof,
for delivery on the dates set forth below, Securities in the principal amounts
set forth below:

           Delivery Date                              Principal Amount

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

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

Each of such delivery dates is hereinafter referred to as a Delivery Date.]

          Payment for the Securities that the undersigned has agreed to purchase
for delivery on [the] [each] Delivery Date shall be made to the Company or its
order by certified or official bank check in [New York] Clearing House (next
day) funds at the office of at .M. on [the] [such] Delivery Date upon delivery
to the undersigned of the Securities to be purchased by the undersigned [for
delivery on such Delivery Date] in definitive fully registered form and in such
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than five
full business days prior to [the] [such] Delivery Date.

          It is expressly agreed that the provisions for delayed delivery and
payment are for the sole convenience of the undersigned; that the purchase
hereunder of Securities is to be regarded in all respects as a purchase as of
the date of this Contract; that the obligation of the Company to make delivery
of and accept payment for, and the obligation of the undersigned to take
delivery of and make payment for, Securities on [the] [each] Delivery Date shall
be subject only to the conditions that (1) investment in the Securities shall
not at [the] [such] Delivery Date be prohibited under the laws of any
jurisdiction in the United States to which the undersigned is subject and (2)
the Company shall have sold to the Underwriters the total principal amount of
the Securities less the principal amount thereof covered by this and other
similar Contracts. The undersigned represents that its investment in the
Securities is not, as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned is subject and which governs such
investment.

          Promptly after completion of the sale to the Underwriters the Company
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by [a copy] [copies] of the opinion[s] of counsel for
the Company delivered to the Underwriters in connection therewith.

          This Contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.

          It is understood that the acceptance of any such Contract is in the
Company's and the Guarantor's sole discretion and, without limiting the
foregoing, need not be on a first-come, first-served basis. If this Contract is
acceptable to the Company and the Guarantor, it is requested that the Company
and the Guarantor sign the form of acceptance below and mail or deliver one of
the counterparts hereof to the undersigned at its address set forth below. This
will


<PAGE>
                                                                        Annex II
                                                                          Page 3


become a binding contract between the Company, the Guarantor and the
undersigned when such counterpart is so mailed or delivered.

                                        Yours very truly,

                                        ----------------------------------
                                        (Name of Purchaser)

                                        By:
                                           -------------------------------


                                        ----------------------------------
                                        (Title of Signatory)


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

                                        ----------------------------------
                                        (Address of Purchaser)

Accepted, as of the above date.

NEWMONT MINING CORPORATION


          By:
             ----------------------------------
                        [Insert Title]

NEWMONT USA LIMITED


          By:
             ----------------------------------
                        [Insert Title]