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                                                                       EXHIBIT 1

                           NEWMONT MINING CORPORATION

                               Equity Securities

                             Underwriting Agreement

                                                             _____________, ____

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 five-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $5.00 per share, of the Company,
subject to adjustment. The Junior Preferred Rights are to be issued pursuant to
a Rights Agreement dated as of August 30, 1990, as amended, between the Company
and Chemical Bank, as rights agent.
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                 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 incorporated by reference in the Prospectus (other than
         documents incorporated by reference therein relating solely to
         securities other than the Offered Securities) will comply



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





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                 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 earning
         statement of the Company and its subsidiaries (which need not be
         audited) complying with Section 11(a) of the Act and the Rules and
         Regulations (including, at the option of the Company, Rule 158 under
         the Act).

                 (e)      The Company will furnish to the Representatives
         copies of the Registration Statement, including all exhibits, any
         related prospectus, any related preliminary prospectus supplement and
         the Prospectus and during the time when a prospectus relating to the
         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





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         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.

                 (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





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

  (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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<PAGE>   6
         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)   available interim financial statements of the
                 Company, inquiries of officials of the Company who have
                 responsibility for financial and accounting matters and other
                 specified procedures, nothing came to their attention that
                 caused them to believe that:

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





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

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



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

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

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

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

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

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





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                 (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 transfer agent therefor, and
                 sold to the Underwriters against payment therefor pursuant to
                 this Agreement and the Terms Agreement, will be validly
                 issued, fully





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<PAGE>   9
                 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 to
                 this Agreement and the Terms Agreement, will constitute valid
                 and legally binding obligations of the Company enforceable in
                 accordance with their terms,





                                      -9-
<PAGE>   10
                 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 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,





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<PAGE>   11
                 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 Joy E. Hansen, Esq., Vice President and
         General Counsel of the Company, to the effect that:

                          (i)     The Company and Newmont Gold Company have
                 been duly incorporated and are existing corporations in good
                 standing in their state of incorporation and have been duly
                 qualified to do business and are in good standing as foreign
                 corporations in all jurisdictions in which their respective
                 ownership of property or the conduct of their respective
                 businesses 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
                 have all power and authority necessary to own their respective
                 properties and conduct the businesses in which they are
                 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>   12
                 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>   13
         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, the 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>   14
of a material fact contained in the preliminary prospectus which was corrected
in the Prospectus (as then amended, supplemented or modified).

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

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

                 (d)      If the indemnification provided for in this Section
is unavailable (other than as a result of the provisos contained in subsection
(a)) or insufficient to hold harmless an indemnified party under subsection (a)
or (b) above, then each indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of the losses, claims, damages
or liabilities (or actions in respect thereof) referred to in subsection (a) or
(b) above in such proportion as is appropriate to reflect the relative fault of
the Company on the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations,
including relative benefit.  The relative fault shall be determined by
reference to, among other things, whether





                                      -14-
<PAGE>   15
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>   16
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>   17
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>   18
                 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





                                      -18-
<PAGE>   19
                                                                      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>   20
                                                                      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>   21
                                                                     SCHEDULE  I





<TABLE>
<CAPTION>
                                                              Amount of
                                                           Firm Securities
                          Underwriter                      to be Purchaser
                          -----------                      ---------------
<S>                                                        <C>
                                                            
                                                           ----------------
                                                       
                                                       
                                                       
Total . . . . . . . . . . . . . . . . . . . . . . . . .    
                                                           ================
</TABLE>
<PAGE>   22
                                                                     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>   23
                                                                     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>   24
                                                                     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>   25
                                                                     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.