Registration No. 333-
As filed with the Securities and Exchange Commission on January 23, 2004

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

FORM S-3
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

         NEWMONT MINING CORPORATION                NEWMONT USA LIMITED
(Exact name of Registrant as specified    (Exact name of Registrant as specified
            in its charter)                             in its charter)

                Delaware                                 Delaware
    (State or other jurisdiction of            (State or other jurisdiction of
     incorporation or organization)             incorporation or organization)
               84-1611629                                 13-2526632
  (I.R.S. Employer Identification No.)      (I.R.S. Employer Identification No.)

          1700 Lincoln Street                       1700 Lincoln Street
         Denver, Colorado 80203                   Denver, Colorado 80203
          (303) 863-7414                              (303) 863-7414
   (Address, including zip code, and       (Address, including zip code, and
 telephone number, including area code,   telephone number, including area code,
      of Registrant's principal                  of Registrant's principal
         executive  offices)                         executive offices)	

Britt D. Banks, Esq.
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
(303) 863-7414
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Maureen Brundage, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]

                                                 CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                                    Proposed maximum       Proposed maximum
          Title of each class of               Amount to be          offering price       aggregate offering      Amount of
       Securities to be registered             registered (1)         per unit (1)             price (1)       registration fee
-------------------------------------------------------------------------------------------------------------------------------
 Common  Stock (and associated Preferred
    Stock Purchase Rights) (2)..........
 Preferred Stock (3)....................
 Warrants for Common Stock (4)..........
 Guaranteed Senior Debt Securities (5)..
===============================================================================================================================	

Guaranteed Subordinated Debt Securities
   Securities (6)......................
Guarantees of Guaranteed Senior Debt
  Securities (5).......................
Guarantees of Guaranteed Subordinated
  Debt Securities (6)..................
Warrants for Guaranteed Debt
  Securities (7).......................
Total..................................     US$1,000,000,000 (8)           100%           US$1,000,000,000(8)   US$80,900
==============================================================================================================================	

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended.
(2) Subject to note (8) below, there is being registered hereunder an indeterminate number of shares of common stock (and associated preferred stock purchase rights) of Newmont Mining Corporation (the "Company") as may be issued from time to time at indeterminate prices, including shares issuable upon conversion of (i) guaranteed debt securities that are convertible into common stock or (ii) preferred stock that is convertible into common stock.
(3) Subject to note (8) below, there is being registered hereunder an indeterminate number of shares of preferred stock of the Company as may be issued from time to time at indeterminate prices. Such shares of preferred stock may be convertible into shares of common stock of the Company.
(4) Subject to note (8) below, there is being registered hereunder an indeterminate number of warrants of the Company as may be issued from time to time at indeterminate prices entitling the holder to purchase shares of common stock of the Company.
(5) Subject to note (8) below, there is being registered hereunder an indeterminate principal amount of guaranteed senior debt securities of the Company and related guarantees thereof of Newmont USA Limited as may be issued from time to time at indeterminate prices. Such guaranteed senior debt securities may be convertible into shares of common stock of the Company.
(6) Subject to note (8) below, there is being registered hereunder an indeterminate principal amount of guaranteed subordinated debt securities of the Company and related guarantees thereof of Newmont USA Limited as may be issued from time to time at indeterminate prices. Such guaranteed subordinated debt securities may be convertible into shares of common stock of the Company.
(7) Subject to note (8) below, there is being registered hereunder an indeterminate number of warrants of the Company as may be issued from time to time at indeterminate prices entitling the holder to purchase guaranteed senior debt securities and/or guaranteed subordinated debt securities of the Company.
(8) In no event will the aggregate offering price of all securities issued from time to time under this registration statement exceed U.S.$1,000,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies.
The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS
NEWMONT MINING CORPORATION
We may offer by this prospectus the following securities for sale:
o Common Stock
o Preferred Stock
o Warrants to purchase Common Stock
o Senior Debt Securities guaranteed by our subsidiary, Newmont USA Limited
o Subordinated Debt Securities guaranteed by our subsidiary, Newmont USA Limited
o Warrants to purchase Debt Securities
We will provide the specific terms of the securities that we are offering in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest.
See "Risk Factors" beginning on page 4 regarding factors you should consider before purchasing the securities being offered.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities that may be offered by this prospectus or have determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated ________, 2004.
The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

                                Table of Contents

ABOUT THIS PROSPECTUS.........................................................3

NEWMONT MINING CORPORATION....................................................3

RISK FACTORS..................................................................4

USE OF PROCEEDS..............................................................10

RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS............10

DESCRIPTION OF OUR CAPITAL STOCK.............................................12

DESCRIPTION OF COMMON STOCK WARRANTS.........................................19

DESCRIPTION OF DEBT SECURITIES AND GUARANTEES................................21

DESCRIPTION OF DEBT SECURITY WARRANTS........................................32

PLAN OF DISTRIBUTION.........................................................33

LEGAL OPINION................................................................34

EXPERTS......................................................................34

WHERE YOU CAN FIND MORE INFORMATION..........................................35	

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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the SEC utilizing a "shelf" registration process. The shelf process allows us to sell or otherwise offer any combination of the securities described in this prospectus in one or more offerings. All references to "dollars" or "$" in this prospectus refer to United States currency unless otherwise specified.
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement with specific information about the terms of the securities. The prospectus supplement may also update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading "Where You Can Find More Information."
NEWMONT MINING CORPORATION
Background
Newmont Mining Corporation's original predecessor corporation was incorporated in 1921 under the laws of Delaware. On February 13, 2002, at a special meeting of the stockholders of Newmont Mining Corporation, the stockholders approved adoption of an Agreement and Plan of Merger that provided for a restructuring of Newmont Mining Corporation to facilitate the February 2002 acquisitions described below and to create a more flexible corporate structure. Newmont Mining Corporation merged with an indirect, wholly-owned subsidiary, which resulted in Newmont Mining Corporation becoming a direct wholly-owned subsidiary of a new holding company. Newmont Mining Corporation was renamed Newmont USA Limited and the new holding company was renamed Newmont Mining Corporation. There was no impact to the consolidated financial statements of Newmont Mining Corporation as a result of this restructuring and former stockholders of Newmont Mining Corporation became stockholders of the new holding company. In this prospectus, "Newmont Mining," "we," "our" and "us" refer to Newmont Mining Corporation and/ or our affiliates and subsidiaries.
Newmont Mining and Newmont USA
We are engaged in the production of gold, the exploration for gold and the acquisition and development of gold properties worldwide. We produce gold from operations in North America, South America, Australia, New Zealand, Indonesia, Uzbekistan and Turkey. We are also engaged in the production of, and exploration for, silver, copper and zinc. Newmont USA is a subsidiary of Newmont Mining.
Newmont Mining is primarily a holding company and has no material operations, sources of income or assets other than our equity interest in our subsidiaries. Because substantially all of our operations are conducted by our subsidiaries, our operating cash flow and our ability to service our indebtedness, including any debt securities that may be issued pursuant to this prospectus, depends upon the cash flow of our subsidiaries and their ability to make transfers to us in the form of loans, dividends or otherwise. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due pursuant to such debt securities, other than Newmont USA through its guarantees of such debt securities, or to make any funds available for that purpose in the form of dividends, interest, loans, advances or other payments. If we cannot obtain sufficient funds from our subsidiaries, we may not be able to meet our obligations on the debt securities that may be issued pursuant to this prospectus.
Newmont Mining's right and the ability of holders of its securities to participate in any distribution of assets of Newmont USA or any other subsidiary of Newmont Mining upon its liquidation or reorganization are subject to the prior claims of creditors of Newmont USA or such other subsidiary, as the case may be. Such claims may include claims by holders of debt of Newmont USA or such other subsidiary, as the case may be, and claims by creditors in the ordinary course of business.
Newmont Mining's and Newmont USA's principal executive offices are located at 1700 Lincoln Street, Denver, Colorado 80203. Our telephone number is (303) 863-7414.
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RISK FACTORS
Investment in our securities is subject to risks and uncertainties.
Every investor or potential investor in Newmont should carefully consider the risks that are set forth below, which have been separated into two groups:
o risks related to the gold mining industry generally; and
o risks related to our operations.
Other risks may be subsequently identified and the risk factors set forth below may be modified or updated in documents that we file subsequent to the date of this prospectus with the SEC which are incorporated by reference into this prospectus, as described in "Where You Can Find More Information" or in a prospectus supplement with respect to a particular offering of securities.
Risks Related to the Gold Mining Industry Generally
A Substantial or Extended Decline in Gold Prices Would Have a Material Adverse Effect on Newmont
Our business is extremely dependent on the price of gold, which is affected by numerous factors beyond our control. Factors tending to put downward pressure on the price of gold include:
o sales or leasing of gold by governments and central banks;
o a low rate of inflation and a strong U.S. dollar;
o global and regional recession or reduced economic activity;
o speculative trading;
o decreased perception of geopolitical or economic risk;
o decreased demand for gold for industrial uses, use in jewelry, and investment;
o high supply of gold from production, disinvestment, and scrap and hedging;
o sales by gold producers in forward transactions and other hedging transactions; and
o devaluing local currencies (relative to gold priced in U.S. dollars) leading to lower production costs and higher production in certain major gold-producing regions.
Any drop in the price of gold adversely impacts our revenues, profits and cash flows, particularly in light of our "no-hedging" philosophy. We have recorded asset writedowns in recent years as a result of a sustained period of low gold prices. We may experience additional asset impairments as a result of low gold prices in the future.
In addition, sustained low gold prices can:
o reduce revenues further by production cutbacks due to cessation of the mining of deposits or portions of deposits that have become uneconomic at the then-prevailing gold price;
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o halt or delay the development of new projects;
o reduce funds available for exploration, with the result that depleted reserves are not replaced; and
o reduce existing reserves, by removing ores from reserves that cannot be economically mined or treated at prevailing prices.
Also see the discussion of "Gold Price" in Item 1, "Business" in our Annual Report on Form 10-K for our most recently completed fiscal year.
Gold Producers Must Continually Obtain Additional Reserves
Gold producers must continually replace gold reserves depleted by production. Depleted reserves must be replaced by expanding known ore bodies or by locating new deposits in order for gold producers to maintain production levels over the long term. Gold exploration is highly speculative in nature, involves many risks and frequently is unproductive. No assurances can be given that any of our new or ongoing exploration programs will result in new mineral producing operations. Once mineralization is discovered, it may take many years from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. As a result, reserves may decline as gold is produced if they are not adequately replaced.
Estimates of Proven and Probable Reserves are Uncertain
Estimates of proven and probable reserves are subject to considerable uncertainty. Such estimates are, to a large extent, based on interpretations of geologic data obtained from drill holes and other sampling techniques. Gold producers use feasibility studies to derive estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed, the predicted configuration of the ore body, expected recovery rates of metals from the ore, comparable facility, equipment, and operating costs, and other factors. Actual cash operating costs and economic returns on projects may differ significantly from original estimates. Further, it may take many years from the initial phase of drilling before production is possible and, during that time, the economic feasibility of exploiting a discovery may change.
Increased Costs Could Affect Profitability
The total cash costs at any particular mining location are frequently subject to great variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and mining activities in response to the physical shape and location of the ore body. In addition, cash costs are affected by the price of commodities such as fuel and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any one location could have a significant effect on our profitability.
Mining Accidents or Other Adverse Events at a Mining Location Could Reduce Our Production Levels
At any of our operations, production may fall below historic or estimated levels as a result of mining accidents such as a pit wall failure in an open pit mine, or cave-ins or flooding at underground mines. In addition, production may be unexpectedly reduced at a location if, during the course of mining, unfavorable ground conditions or seismic activity are encountered; ore grades are lower than expected; the physical or metallurgical characteristics of the ore are less amenable to mining or treatment than expected; or our equipment, processes or facilities fail to operate properly or as expected.
The Use of Hedging Instruments May Prevent Gains Being Realized from Subsequent Price Increases
Consistent with our "no-hedging" philosophy, we do not intend to enter into new material gold hedging positions and we intend to decrease our hedge positions over time by opportunistically delivering gold into our
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existing hedge contracts, and by seeking to unwind our hedge positions when economically attractive. Nonetheless, we currently have gold hedging positions. If the gold price rises above the price at which future production has been committed under these hedge instruments, we will have an opportunity loss. However, if the gold price falls below that committed price, our revenues will be protected to the extent of such committed production. In addition, we may experience losses if a hedge counterparty defaults under a contract when the contract price exceeds the gold price.
For a more detailed description of our hedge positions, see the discussion in "Hedging" in Item 7A, "Quantitative and Qualitative Disclosures About Market Risks" in our Annual Report on Form 10-K for our most recently completed fiscal year.
Currency Fluctuations May Affect the Costs that Newmont Incurs
Currency fluctuations may affect the costs that we incur at our operations. Gold is sold throughout the world based principally on the U.S. dollar price, but a portion of our operating expenses are incurred in local currencies. The appreciation of non-U.S. dollar currencies against the U.S. dollar can increase the costs of gold production in U.S. dollar terms at mines located outside the United States, making such mines less profitable. The currencies which primarily impact our results of operations are the Canadian and Australian dollars.
For a more detailed description of how currency exchange rates may affect costs and for a recent discussion of specific currency fluctuations, see the discussion in "Foreign Currency Exchange Rates" in Item 7, "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations" in our Annual Report on Form 10-K for our most recently completed fiscal year.
Gold Mining Companies are Subject to Extensive Environmental Laws and Regulations
Our exploration, mining and processing operations are regulated in all countries in which we operate under various federal, state, provincial and local laws and regulations relating to the protection of the environment, which generally include air and water quality, hazardous waste management and reclamation. Furthermore, these laws and regulations are continually changing and are generally becoming more restrictive. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but we cannot predict the amount of such future expenditures. Estimated future reclamation costs are based principally on legal and regulatory requirements. The regulatory environment in which we operate could change in ways that would substantially increase our costs to achieve compliance. Delays in obtaining or failure to obtain government permits and approvals or significant changes in regulation could have a material adverse effect on our operations or financial position.
In addition, we are involved in several matters concerning environmental obligations associated with former mining activities. Generally, these matters concern developing and implementing remediation plans at the various sites involved. We cannot predict the ultimate resolution of these matters and we may not have sufficient reserves to cover any liabilities.
For additional information on our potential environmental liabilities, see the notes to our Consolidated Financial Statements contained in our in our Annual Report on Form 10-K for our most recently completed fiscal year and any subsequent Quarterly Report on Form 10-Q for our most recently completed fiscal quarter.
Risks Related to Newmont Operations
Certain Factors Outside of Our Control May Affect Our Ability to Support the Carrying Value of Goodwill
At December 31, 2002, the carrying value of our goodwill was approximately $3.0 billion or 30% of our total assets. Such goodwill has been assigned to our Merchant Banking Segment ($1.6 billion) and Exploration Segment ($1.1 billion), and to various mine site reporting units ($300 million in the aggregate). As further described
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in our Annual Report on Form 10-K for our most recently completed fiscal year under "Critical Accounting Policies" in Item 7, "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations" and in Note 3 to the Consolidated Financial Statements, this goodwill arose in connection with our February 15, 2002 acquisition of Normandy Mining Limited and Franco-Nevada Mining Corporation Limited, and it represents the excess of the aggregate purchase price over the fair value of the identifiable net assets of Normandy Mining Limited and Franco-Nevada Mining Corporation Limited as measured at February 15, 2002. Such goodwill was assigned to reporting units based on independent appraisals performed by Behre Dolbear & Company, Inc., a mineral industry consulting firm. We evaluate, on at least an annual basis, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. This evaluation involves a comparison of the fair value of our reporting units to their carrying values. The fair values of the applicable reporting units are based in part on certain factors that may be partially or completely outside of our control, such as the investing environment, the discovery of proven and probable reserves, commodity prices and other factors. In addition, we may not be able to easily replicate some of the assumptions underlying the Merchant Banking and Exploration Segment February 15, 2002 appraisals, even though these assumptions were based on historical experience and we consider these assumptions to be reasonable under the circumstances. With respect to the Merchant Banking Segment, these assumptions included (1) an initial investment of $300 million;
(2) additional annual investments of $50 million commencing in year two (2003) of a seven-year time horizon; (3) an average long-term after-tax return of 37.3%; (4) the immediate reinvestment of average annual returns; and (5) discount rates ranging from 8% to 9%. With respect to the Exploration Segment, these assumptions included (1) 1.6 million recoverable ounces of additions to proven and probable reserves through new discoveries in the first year following the acquisition; (2) an annual growth rate for such reserve additions of 23.1% over a ten-year period; (3) a fair value for each recoverable ounce of reserve additions of approximately $58; and (4) a discount rate of 15%.
Our assumptions set forth above are subject to risks and uncertainties. In the absence of any mitigating valuation factors, our failure to achieve one or more of the February 15, 2002 appraisal assumptions will over time result in an impairment charge. Accordingly, we cannot give you any assurance that significant non-cash impairment losses will not be recorded in the future due to possible declines in the fair values of our reporting units. For a more detailed description of the estimates, assumptions and related risks involved in assessing the recoverability of the carrying value of goodwill, see the discussion under "Critical Accounting Policies" in Item 7, "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations" in our Annual Report on Form 10-K for our most recently completed fiscal year.
Our Level of Indebtedness May Affect Our Business
As a result of our acquisitions, our level of indebtedness has increased, although net indebtedness is a smaller percentage of our total capitalization than it was prior to the acquisitions. As of September 30, 2003, our debt was $1.4 billion. This level of indebtedness could have important consequences for our operations, including:
o We may need to use a large portion of our cash flow to repay principal and pay interest on our debt, which will reduce the amount of funds available to finance our operations and other business activities;
o Our debt level may make us vulnerable to economic downturns and adverse developments in our businesses and markets; and
o Our debt level may limit our ability to pursue other business opportunities, borrow money for operations or capital expenditures in the future or implement our business strategy.
We expect to obtain the funds to pay our expenses and to pay principal and interest on our debt by utilizing cash flow from operations. Our ability to meet these payment obligations will depend on our future financial performance, which will be affected by financial, business, economic and other factors. We will not be able to control many of these factors, such as economic conditions in the markets in which we operate. We cannot be certain that our future cash flow from operations will be sufficient to allow us to pay principal and interest on our debt and meet our other obligations. If cash flow from operations is insufficient, we may be required to refinance all
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or part of our existing debt, sell assets, borrow more money or issue additional equity. We cannot be sure that we will be able to do so on commercially reasonable terms, if at all.
Our Operations Outside North America and Australia are Subject to the Risks of Doing Business Abroad
Exploration, development and production activities outside of North America and Australia are potentially subject to political and economic risks, including:
o cancellation or renegotiation of contracts;
o disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act;
o changes in foreign laws or regulations;
o changes in tax laws;
o royalty and tax increases or claims by governmental entities, including retroactive claims;
o expropriation or nationalization of property;
o currency fluctuations (particularly in countries with high inflation);
o foreign exchange controls;
o restrictions on the ability of local operating companies to sell gold offshore for U.S. dollars, and on the ability of such companies to hold U.S. dollars or other foreign currencies in offshore bank accounts;
o import and export regulations, including restrictions on the export of gold;
o restrictions on the ability to pay dividends offshore;
o environmental controls;
o risks of loss due to civil strife, acts of war, guerrilla activities, insurrection and terrorism; and
o other risks arising out of foreign sovereignty over the areas in which our operations are conducted.
Consequently, our exploration, development, and production activities outside of North America and Australia may be substantially affected by factors beyond our control, any of which could materially adversely affect our financial position or results of operations. Furthermore, in the event of a dispute arising from such activities, we may be subject to the exclusive jurisdiction of courts outside North America or Australia or may not be successful in subjecting persons to the jurisdiction of the courts in North America or Australia, which could adversely affect the outcome of a dispute.
We have substantial investments in Indonesia, a nation that since 1997 has undergone financial crises and devaluation of its currency, outbreaks of political and religious violence, changes in national leadership, and the secession of East Timor, one of its former provinces. Despite democratic elections in 1999, a change in government occurred in late July 2001, and civil unrest, independence movements, and tensions between the civilian government and the military continue. These problems heighten the risk of abrupt changes in the national policy toward foreign investors, which in turn could result in unilateral modification of concessions or contracts, increased taxation, or
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expropriation of assets. If this were to occur with respect to our Contracts of Work, our financial condition and results of operations could be materially adversely affected.
During the last two years, Minera Yanacocha, of which we own a 51.35% interest, has been the target of numerous local political protests, including ones that blocked the road between the Yanacocha mine complex and the city of Cajamarca in Peru. We cannot predict whether these incidents will continue, nor can we predict the government's continuing positions on foreign investment, mining concessions, land tenure, environmental regulation or taxation. The continuation or intensification of protests or a change in prior governmental positions could adversely affect our operations in Peru.
Recent violence reportedly committed by radical elements in Indonesia and other countries, and the presence of U.S. forces in Iraq and Afghanistan may increase the risk that operations owned by U.S. companies will be the target of further violence. If any of our operations were so targeted, it could have an adverse effect on our business.
Remediation Costs for Federal Superfund Law Liabilities May Exceed the Provisions We Have Made
We have conducted extensive work at two inactive sites in the United States. At one of these sites, remediation requirements have not been finally determined, and, therefore, the final cost cannot be estimated. At a third site in the United States, an inactive uranium mine and mill formerly operated by one of our subsidiaries, remediation work at the mill is ongoing, but remediation at the mine is subject to dispute and has not yet commenced. The environmental standards that may ultimately be imposed at this site as a whole remain uncertain and there is a risk that the costs of remediation may exceed the provision our subsidiary has made for such remediation by a material amount.
Whenever a previously unrecognized remediation liability becomes known or a previously estimated cost is increased, the amount of that liability or additional cost is expensed and this can materially reduce net income in that period.
Occurrence of Events for Which We are Not Insured May Affect Our Cash Flow and Overall Profitability
We maintain insurance to protect ourselves against certain risks related to our operations. This insurance is maintained in amounts that we believe to be reasonable depending upon the circumstances surrounding each identified risk. However, we may elect not to have insurance for certain risks because of the high premiums associated with insuring those risks or for various other reasons; in other cases, insurance may not be available for certain risks. Some concern always exists with respect to investments in parts of the world where civil unrest, war, nationalist movements, political violence or economic crisis are possible. These countries may also pose heightened risks of expropriation of assets, business interruption, increased taxation and a unilateral modification of concessions and contracts. We do not maintain insurance against political risk. Occurrence of events for which we are not insured may affect our cash flow and overall profitability.
Our Business Depends on Good Relations with Our Employees
We may experience difficulties in integrating labor policies, practices, and strategies with our acquired subsidiaries. In addition, problems with or changes affecting employees of one subsidiary may affect relations with employees of other subsidiaries.
At December 31, 2002, unions represented approximately 37% of our worldwide work force. On that date, we had 958 employees at our Carlin, Nevada operations, 244 employees in Canada at our Golden Giant operation, 3,446 employees in Indonesia at our Batu Hijau operations, 47 employees in New Zealand at our Martha operation, 351 employees in Bolivia at our Kori Kollo operation, and 494 employees in Australia at our Golden Grove, Pajingo, Tanami and Yandal operations combined, working under a collective bargaining agreement or similar labor agreement.
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Our Earnings also Could be Affected by the Prices for Other Commodities
Our revenues and earnings also could be affected by the prices of other commodities such as copper and zinc, although to a lesser extent than by the price of gold. The prices of copper and zinc are affected by numerous factors beyond our control. For more information, see the discussion under "Copper and Zinc" in Item 1, "Business" and the discussion under Item 2, "Properties" in our Annual Report on Form 10-K for our most recently completed fiscal year.
Title to Some of Our Properties May Be Defective or Challenged
Although we have conducted title reviews of our properties, title review does not necessarily preclude third parties from challenging our title. While we believe that we have satisfactory title to our properties, some risk exists that some titles may be defective or subject to challenge. In addition, some of our Australian properties could be subject to native title or traditional landowner claims, but these claims would not deprive us of the properties. For information regarding native title or traditional landowner claims, see the discussion under the Australia section of Item 2, "Properties" in our Annual Report on Form 10-K for our most recently completed fiscal year.
We Compete With Other Mining Companies
We compete with other mining companies to attract and retain key executives and other employees with technical skills and experience in the mining industry. We also compete with other mining companies for rights to mine properties containing gold and other minerals. There can be no assurance that we will continue to attract and retain skilled and experience employees, or to acquire additional rights to mine properties.
Our Anti-Takeover Provisions Could Limit Amounts Offered in a Takeover
Article Ninth of our certificate of incorporation and our rights agreement may make it more difficult for various corporations, entities or persons to acquire control of us or to remove management. Article Ninth of our certificate of incorporation requires us to obtain the approval of holders of 80% of all classes of our capital stock who are entitled to vote in the election of directors, voting together as one class, to enter into certain types of transactions generally associated with takeovers, unless our Board of Directors approves the transaction before the other corporation, entity or person acquires 10% or more of our outstanding shares. In addition, the Board has declared a dividend of one preferred share purchase right for each outstanding share of our common stock under a rights agreement, dated as of February 13, 2002, between Newmont Mining and Mellon Investor Services LLC, as the rights agent. The rights agreement, in effect, imposes a significant penalty upon any person or group that acquires 15% or more of our outstanding common stock without the approval of the Board. While the anti-takeover provisions protect stockholders from coercive or otherwise unfair takeover tactics, they may also limit the premium over market price available to holders of common stock in a takeover situation.
USE OF PROCEEDS
Unless we state otherwise in a prospectus supplement, the net proceeds from the sale of any securities will be used for general corporate purposes including the repayment of debt, acquisitions, additions to working capital and capital expenditures.
RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table contains our ratios of earnings to fixed charges for the periods indicated. Earnings in 2001, 1999 and 1998 were inadequate to cover fixed charges with a deficiency of $43.8 million for 2001, $75.1 million for 1999 and $689.7 million for 1998.
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                      Year ended December 31,
Nine months ended
September 30, 2003        2002     2001     2000     1999    1998
------------------        ----     ----     ----     ----    ----

       10.0               2.86      ---     1.40     ---     ---	

The following table contains our ratios of earnings to fixed charges and preferred stock dividends for the periods indicated. Earnings in 2001, 1999 and 1998 were inadequate to cover fixed charges and preferred stock dividends with a deficiency of $66.8 million for 2001, $98.1 million for 1999 and $712.7 million for 1998.

                      Year ended December 31,
  Nine months ended
September 30, 2003(1)     2002(1)    2001     2000     1999    1998
---------------------     -------    ----     ----     ----    ----

         10.0              2.78       ---     1.20     ---     ---	

(1) On May 15, 2002, we redeemed all issued and outstanding shares of our $3.25 convertible preferred stock. This redemption eliminated $7.5 million of annual preferred stock dividends prospectively. Because we have had no preferred stock outstanding since May 15, 2002, except for our special voting stock which has no right to receive dividends, our ratio of earnings to fixed charges and preferred stock dividends for the nine months ended September 30, 2003 is the same as our ratio of earnings to fixed charges for the same period.
For the purposes of these tables, fixed charges are calculated by adding the following:
o interest expensed and capitalized,
o amortized premiums, discounts and capitalized expenses related to indebtedness,
o an estimate of the interest within rental expense and
o preferred stock dividend requirements of consolidated subsidiaries, if any.
For purposes of these tables, earnings are calculated by adding:
o pre-tax income from continuing operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees,
o fixed charges,
o amortization of capitalized interest,
o distributed income of equity investees and
o our share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges
o and then subtracting:
o capitalized interest,
o preferred stock dividend requirements of consolidated subsidiaries, if any, and
o minority interests in pre-tax income of subsidiaries that have not incurred fixed charges.
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The term "equity investees" means investments that we account for using the equity method of accounting. The term "preferred stock dividend" means the amount of pre-tax earnings that is required to pay the dividends on outstanding preferred stock.
DESCRIPTION OF OUR CAPITAL STOCK
The rights of our stockholders will be governed by Delaware law, our certificate of incorporation and our by-laws. The following is a summary of the material terms of our capital stock. For additional information regarding our capital stock, please refer to the applicable provisions of Delaware law, our certificate of incorporation and by-laws and the rights agreement, dated as of February 13, 2002, between us and Mellon Investor Services LLC, as rights agent, relating to rights to purchase shares of our series A junior participating preferred stock. Copies of our certificate of incorporation, our by-laws and our rights agreement are exhibits to the registration statement of which this prospectus is a part.
As of January 12, 2004, we had 755,000,000 shares of authorized capital stock. Those shares consisted of:
o 5,000,000 shares of preferred stock, par value $5.00 per share, of which one share of special voting stock was outstanding; and
o 750,000,000 shares of common stock, par value $1.60 per share, of which
(1) 398,829,809 shares were outstanding, including shares evidenced by Australian CHESS depositary interests which represent beneficial ownership of shares of common stock of Newmont Mining on a ten-for-one basis and (2) 42,795,478 shares were issuable upon conversion of the exchangeable shares of Newmont Mining Corporation of Canada Limited ("Newmont Canada"), have economic rights equivalent to those of our common stock and are exchangeable on a one-for-one basis with shares of our common stock.
The holder of the outstanding share of special voting stock exercises the voting and other rights attached to the share as trustee for and on behalf of the registered holders of outstanding shares of the exchangeable shares.
Common Stock
The following is a summary of the terms of our common stock. For additional information regarding our common stock, please refer to our certificate of incorporation, our by-laws and the applicable provisions of Delaware law.
Dividend Rights
Holders of our common stock may receive dividends when, as and if declared by our Board out of funds of Newmont Mining legally available for the payment of dividends. Subject to the terms of any outstanding preferred stock, holders of our common stock may not receive dividends until we have satisfied our obligations to any holders of our preferred stock.
As a Delaware corporation, we may pay dividends out of surplus or, if there is no surplus, out of net profits for the fiscal year in which a dividend is declared and/or the preceding fiscal year. Section 170 of the Delaware General Corporation Law also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.
Currently, we pay dividends on our common stock each quarter. The determination of the amount and timing of future dividends will be made by our Board of Directors from time to time and will depend on our future earnings, capital requirements, financial conditions and other relevant factors.
Voting and Other Rights
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Holders of our common stock are entitled to one vote per share and, in general, a majority of votes cast with respect to a matter will be sufficient to authorize action upon routine matters.
Holders of shares of our special voting share are entitled to vote, as a single class, together with the holders of shares of our common stock on all matters on which our stockholders are entitled to vote. The holders of record of a majority of the outstanding shares of our capital stock entitled to vote at the meeting of our stockholders must be present in person or represented by proxy at the meeting in order to constitute a quorum for all matters to come before the meeting. For purposes of determining the presence of a quorum, "shares of our capital stock" includes shares of our common stock (including shares represented by Australian CHESS depositary interests), as well as the maximum number of shares of our common stock that the holder of the special voting share is entitled to vote at the meeting on behalf of the holders of the outstanding exchangeable shares. For additional information regarding our special voting share, please see the discussion in "-- Special Voting Stock" beginning on page 8 of this prospectus.
Special meetings of our stockholders may be called by our Board of Directors or by the Chairman of the Board or by our President, and will be called by the Chairman of the Board or by our President or Secretary upon a written request stating the purposes of the proposed meeting and signed by a majority of our Board of Directors or stockholders owning at least 25% of our outstanding capital stock entitled to vote at the meeting.
Written notice of a meeting of our stockholders is given personally or by mail, not less than 10 days nor more than 60 days before the date on which the meeting is held, to each stockholder of record entitled to vote at the meeting. The notice must state the time, place and purposes of the meeting. In the event of a special meeting called upon the written request of our stockholders, the notice will describe any business set forth in the statement of purpose in the written stockholder request, as well as any additional business that our Board of Directors proposes to be conducted at the meeting. If mailed, the notice will be sent to our stockholders at their respective addresses appearing on our stock records or to such other addresses as they may designate in writing, and will be deemed given when mailed. A waiver of any notice, signed by a stockholder before or after the time for the meeting, will be deemed equivalent to that stockholder having received the notice.
Our Board of Directors is not classified. Directors are to be elected by a plurality of those shares of our capital stock present and entitled to vote at a meeting of stockholders, and our stockholders do not have the right to cumulate their votes in the election of directors.
Liquidation
In the event of any liquidation, dissolution or winding up of Newmont Mining, holders of our common stock would be entitled to receive proportionately any assets legally available for distribution to our stockholders with respect to shares held by them, subject to any prior rights of the holders of any of our preferred stock then outstanding. Immediately prior to any liquidation, dissolution or winding up of Newmont Mining, all holders of exchangeable shares would become holders of our common stock pursuant to the terms of the exchangeable shares and would therefore be entitled to share ratably in any distribution to other holders of common stock.
Redemption
Newmont Mining common stock is not redeemable or convertible.
Preferred Share Purchase Rights
Each issued share of our common stock includes a preferred stock purchase right. See "Anti-Takeover Provisions - Stockholders Rights Plan" below.
Other Provisions
All of the issued and outstanding shares of our common stock are validly issued, fully paid and nonassessable. Holders of our common stock have no preemptive rights with respect to any securities of Newmont Mining.
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Listing
Our common stock trades on the New York Stock Exchange under the symbol "NEM." ChaseMellon Stockholder Services, L.L.C. is the registrar, transfer agent, conversion agent and dividend disbursing agent for the common stock.
Our common stock also trades in the form of Australian CHESS depositary interests on the Australian Stock Exchange under the symbol "NEM".
Newmont Mining CDIs
The Newmont Mining Australian CHESS depositary interests (the "CDIs") are units of beneficial ownership in our common stock held by CHESS Depositary Nominees Pty Ltd. (ACN 071346506) ("CDN"), a wholly owned subsidiary of the Australian Stock Exchange Limited (ACN 008624691). The Newmont Mining CDIs entitle holders to dividends and other rights economically equivalent to our common stock on a ten-for-one basis, including the right to attend Newmont Mining stockholders' meeting. The Newmont Mining CDIs are convertible at the option of the holders into our common stock on a ten-for-one basis. CDN, as the stockholder of record, will vote the underlying shares of our common stock in accordance with the directions of the CDI holders.
Preferred Stock - General
Our preferred stock is issuable in series. Our board of directors has the power to fix various terms for each series of preferred stock, including the following:
o voting powers,
o designations,
o preferences,
o the relative participating and option or other rights,
o qualifications, and
o limitations and restrictions.
Special Voting Stock
The following is a summary of our special voting stock, which consists of a share of preferred stock with special voting rights. For additional information regarding our special voting stock, please refer to the certificate of designations setting forth the terms of the special voting stock. The certificate of designations is an exhibit to the registration statement of which this prospectus is a part.
Computershare Trust Company of Canada, as trustee under a voting and exchange trust agreement, holds the outstanding share of special voting stock. The holder of the special voting share exercises the voting and other rights attached to the share as trustee for and on behalf of the registered holders of the exchangeable shares of our wholly-owned subsidiary, Newmont Canada. The exchangeable shares have economic rights equivalent to those of our common stock and are exchangeable on a one-for-one basis with shares of our common stock. Upon the unanimous approval of Newmont Mining's board of directors, Newmont Canada may from time to time issue additional exchangeable shares. The following is a summary description of the material provisions of the rights, privileges, restrictions and conditions attaching to the special voting share and the related exchangeable shares as they affect Newmont Mining.
Ranking
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With respect to distributions of assets upon liquidation, dissolution or winding up of Newmont Mining, the special voting share ranks (1) senior to our common stock, (2) on parity with our other preferred stock and (3) junior to any other class or series of capital stock of Newmont Mining.
Dividend Rights
The special voting share is not entitled to receive dividends.
Holders of exchangeable shares are entitled to receive dividends from Newmont Canada which are equivalent to any declared by our Board of Directors on our common stock. These dividends will be paid out of money, assets or property of Newmont Canada properly applicable to the payment of dividends, or out of authorized but unissued shares of Newmont Canada, as applicable. Holders of exchangeable shares are not entitled to any dividends other than or in excess of the foregoing dividends. The record date for the determination of the holders of exchangeable shares entitled to receive payment of, and the payment date for, any dividend declared on the exchangeable shares will be the same dates as the record date and payment date, respectively, for the corresponding dividend declared on shares of our common stock.
Voting Rights
Holders of exchangeable shares are not holders of our common stock and, therefore, do not have the direct right to vote on matters relating to Newmont Mining on which our stockholders are entitled to vote.
The holder of the special voting share has the right to vote together with the holders of our common stock on all matters on which holders of our common stock are entitled to vote. The holder of the special voting share is entitled to cast a number of votes equal to the lesser of (1) the number of exchangeable shares outstanding from time to time (except those exchangeable shares held by us or our affiliates) and (2) 10% of the total number of votes attached to the shares of our common stock then outstanding. The holder of the special voting share will exercise the voting and others rights attached to the share only on the basis of instructions received from holders of exchangeable shares, as trustee for and on behalf of the registered holders of the exchangeable shares.
Certain Restrictions
So long as any of the exchangeable shares not owned by us or our affiliates are outstanding:
(1) without the approval of the holders of the exchangeable shares and Newmont Canada (unless in each case the economic equivalent is simultaneously issued, distributed or made, as the case may be, to the holders of exchangeable shares), we will not:
o issue or distribute shares of our common stock, or securities exchangeable for or convertible into or carrying rights to acquire shares of our common stock, to the holders of all or substantially all of the then outstanding shares of our common stock by way of stock dividend or other distribution, other than an issue of shares of our common stock, or securities exchangeable for or convertible into or carrying rights to acquire shares of our common stock, to holders of shares of our common stock (a) who exercise an option to receive dividends in shares of our common stock or securities exchangeable for or convertible into or carrying rights to acquire shares of our common stock, in lieu of receiving cash dividends, or (b) pursuant to any dividend reinvestment plan or similar arrangement;
o issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of our common stock entitling them to subscribe for or to purchase shares of our common stock, or securities exchangeable for or convertible into or carrying rights to acquire shares of our common stock;
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o issue or distribute to the holders of all or substantially all of our then outstanding shares of common stock (a) shares or securities (including evidences of indebtedness) of Newmont Mining of any class (other than shares of our common stock or securities convertible into or exchangeable for or carrying rights to acquire shares of our common stock), or (b) rights, options, warrants or other assets other than those referred to above;
o subdivide, redivide or change our then outstanding shares of common stock into a greater number of shares of our common stock;
o reduce, combine, consolidate or change our then outstanding shares of common stock into a lesser number of shares of our common stock; or
o reclassify or otherwise change shares of our common stock or effect an amalgamation, merger, reorganization or other transaction affecting shares of our common stock.
(2) in the event that a tender offer, share exchange offer, issuer bid, takeover bid or similar transaction with respect to shares of our common stock is proposed by us or is proposed to us or our stockholders and is recommended by our Board, or is otherwise effected or to be effected with the consent or approval of the our Board, and the exchangeable shares are not redeemed by Newmont Canada or purchased by us (or our wholly-owned subsidiary, Newmont Holdings ULC), we will expeditiously and in good faith take all actions and do all things as are reasonably necessary or desirable to enable and permit holders of exchangeable shares (other than us and our affiliates) to participate in the transaction to the same extent and on an economically equivalent basis as the holders of shares of our common stock, without discrimination. Without limiting the generality of the foregoing, we will take all actions and do all things as are reasonably necessary or desirable to ensure that holders of exchangeable shares may participate in each similar transaction without being required to retract exchangeable shares as against Newmont Canada or, if so required, to ensure that any retraction, shall be effective only upon, and shall be conditional upon, the closing of that transaction and only to the extent necessary to participate in the transaction.
Liquidation Rights
In the event of the liquidation, dissolution or winding-up of Newmont Mining, (1) the holder of the special voting share will be entitled to receive an amount equal to $0.001 and (2) all of the exchangeable shares will automatically be exchanged for shares of our common stock. We will purchase each exchangeable share on the fifth business date prior to the liquidation, dissolution or winding up for a purchase price per share to be satisfied by the delivery of one share of our common stock, together with all declared and unpaid dividends on the exchangeable shares, if any.
In the event of the liquidation, dissolution or winding-up of Newmont Canada, we (or Newmont Holdings ULC) have the right to purchase all, but not less than all, of the outstanding exchangeable shares from the holders thereof upon payment of a liquidation amount. The liquidation amount will be the amount per exchangeable share that a holder of exchangeable shares is entitled to receive pursuant to the provisions attached to the exchangeable shares on the liquidation, dissolution or winding-up of Newmont Canada, to be satisfied by the delivery of one share of our common stock, together with all declared and unpaid dividends on the exchangeable shares, if any.
Redemption and Retraction
The special voting share is not redeemable or convertible, except, if no exchangeable shares, other than exchangeable shares held by us or our affiliates, or securities which could give rise to the issuance of any exchangeable shares to any person are outstanding, the special voting share will automatically be redeemed for $0.001.
Holders of exchangeable shares are entitled at any time, upon delivery of a certificate representing their exchangeable shares and a duly executed retraction request, to require Newmont Canada to redeem their exchangeable shares. The retraction price will be the amount per exchangeable share that a holder of exchangeable shares is entitled to receive pursuant to the provisions attached to the exchangeable shares on a retraction of an
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exchangeable share, to be satisfied by the delivery of one share of our common stock, together with all declared and unpaid dividends on the exchangeable shares, if any. Newmont Canada must deliver all retraction requests to us (or Newmont Holdings ULC), whereupon we (or Newmont Holdings ULC), instead of Newmont Canada, will have the right to purchase for the retraction price the exchangeable shares that are the subject of the request. If we do not exercise this right, Newmont Canada is required to effect the redemption.
On or at any time after the seventh anniversary of the date on which the exchangeable shares were first issued, subject to acceleration in some circumstances, Newmont Canada is required to redeem all the outstanding exchangeable shares. The redemption price will be the amount per exchangeable share that a holder of exchangeable shares is entitled to receive pursuant to the provisions of the exchangeable shares on a redemption of exchangeable shares, to be satisfied by the delivery of one share of our common stock, together with all declared and unpaid dividends, if any. In this event, we (or Newmont Holdings ULC) will have the overriding right to acquire the outstanding exchangeable shares in exchange for the redemption price on the redemption date. If we exercise this right, Newmont Canada's obligation to redeem the exchangeable shares will terminate.
Listing
The exchangeable shares are listed on the Toronto Stock Exchange under the symbol "NMC".
Anti-Takeover Provisions
Article Ninth of our certificate of incorporation and our rights agreement may make it more difficult for various corporations, entities or persons to acquire control of us or to remove management.
Approval of Various Mergers, Consolidations, Sales and Leases
Article Ninth of our certificate of incorporation requires us to get the approval of the holders of 80% of all classes of our capital stock who are entitled to vote in elections of directors, voting together as one class, to enter into the following types of transactions:
o a merger or consolidation between us and another corporation that holds 10% or more of our outstanding shares;
o the sale or lease of all or a substantial part of our assets to another corporation or entity that holds 10% or more of our outstanding shares; or
o any sale or lease to us of assets worth more than $10 million in exchange for our securities by another corporation or entity that holds 10% or more of our outstanding shares.
However, Article Ninth does not apply to any transaction if:
o our Board approves the transaction before the other corporation, person or entity becomes a holder of 10% or more of our outstanding shares; or
o we or our subsidiaries own a majority of the outstanding voting shares of the other corporation.
Article Ninth can only be altered or repealed with the approval of the holders of 80% of all classes of our capital stock who are entitled to vote in elections of directors, voting together as one class.
Stockholders Rights Plan
On January 30, 2002, our Board declared a dividend of one preferred share purchase right for each outstanding share of our common stock. The dividend was paid on February 15, 2002 to the stockholders of record
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on February 15, 2002. The rights were issued pursuant to the terms of the Rights Agreement, dated as of February 13, 2002 between Newmont Mining and Mellon Investor Services LLC, as the rights agent.
Our Board has adopted this rights agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 15% or more of our outstanding common stock without the approval of our Board of Directors. The rights agreement should not interfere with any merger or other business combination approved by our Board.
The following is a summary description of our rights agreement and should be read together with the entire rights agreement, which is included as an exhibit to the registration statement of which this prospectus forms a part.
The Rights. Our Board authorized the issuance of a right with respect to each share of common stock outstanding on February 15, 2002. The rights initially trade with, and are inseparable from, shares of our common stock. The rights are evidenced only by certificates that represent shares of our common stock. New rights will accompany any new shares of our common stock that we issue after February 15, 2002 until the Distribution Date described below.
Exercise Price. Each right allows its holder to purchase from Newmont Mining one one-thousandth of a share of Series A Junior Participating Preferred Stock ("preferred share") for $100, once the rights become exercisable. This portion of a preferred share will give the stockholder approximately the same dividend, voting and liquidation rights as would one share of common stock. Prior to exercise, the right does not give its holder any dividend, voting or liquidation rights.
Exercisability. The rights are not exercisable until:
o 10 days after the public announcement that a person or group has become an "Acquiring Person" by obtaining beneficial ownership of 15% or more of our outstanding common stock, or, if earlier, or
o 10 business days (or a later date determined by our Board before any person or group becomes an Acquiring Person) after a person or group begins a tender or exchange offer which, if completed, would result in that person or group becoming an Acquiring Person.
We refer to the date when the rights become exercisable as the "Distribution Date." Until that date, the common stock certificates also evidence the rights, and any transfer of shares of common stock constitutes a transfer of rights. After that date, the rights will separate from the common stock and be evidenced by book-entry credits or by rights certificates that we will mail to all eligible holders of common stock. Any rights held by an Acquiring Person are void and may not be exercised.
Our Board may reduce the threshold at which a person or group becomes an Acquiring Person from 15% to not less than 10% of the outstanding common stock.
Consequences of a Person or Group Becoming an Acquiring Person.
o Flip In. If a person or group becomes an Acquiring Person, all holders of rights except the Acquiring Person may, for $100, purchase shares of our common stock prior to the acquisition.
o Flip On. If we are later acquired in a merger of similar transaction after the Distribution Date, all holders of rights except the Acquiring Person may, for $100, purchase shares of the acquiring corporation with a market value of $200 based on the market price of the acquiring corporation's stock, prior to the merger.
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Preferred Share Provisions. Each one one-thousandth of a preferred share, if issued:
o will not be redeemable;
o will entitle holders to quarterly dividend payments of $0.001 per share, or an amount equal to the dividend paid on one share of common stock, whichever is greater;
o will entitle holders upon liquidation either to receive $1.00 per share or an amount equal to the payment made on one share of common stock, whichever is greater;
o will have the same voting power as one share of common stock; and
o if shares of our common stock are exchanged by merger, consolidation or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of common stock.
The value of one one-thousandth interest in a preferred share should approximate the value of one share of common stock.
Expiration. The rights will expire on February 13, 2012.
Redemption. Our Board of Directors may redeem the rights for $0.001 per right at any time before any person or group becomes an Acquiring Person. If our Board redeems any rights, it must redeem all of the rights. Once the rights are redeemed, the only right of the holders of rights will be to receive the redemption price of $0.001 per right. The redemption price will be adjusted if we have a stock split or stock dividends of our common stock.
Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of our outstanding common stock, our Board may extinguish the rights by exchanging one share of common stock or an equivalent security for each right, other than rights held by the Acquiring Person.
Anti-Dilution Provisions. Our Board may adjust the purchase price of the preferred shares, the number of preferred shares issuable and the number of outstanding rights to prevent dilution that may occur from a stock dividend, a stock split or a reclassification of the preferred shares or common stock. No adjustments to the purchase price of less than 1% will be made.
Amendments. The terms of the rights agreement may be amended by our Board without the consent of the holders of the rights. However, our Board may not amend the rights agreement to lower the threshold at which a person or group becomes an Acquiring Person to below 10% of our outstanding common stock. In addition, the Board may not cause a person or group to become an Acquiring Person by lowering this threshold below the percentage interest that the person or group already owns. After a person or group becomes an Acquiring Person, our Board may not amend the agreement in a way that adversely affects holders of the rights.
DESCRIPTION OF COMMON STOCK WARRANTS
We may issue warrants for the purchase of common stock. The warrants may be issued independently or together with any securities offered by any prospectus supplement. The warrants will be issued under one or more common stock warrant agreements between us and a bank or trust company as common stock warrant agent. The common stock warrant agent will be our agent and will not assume any obligations to any owner of the warrants. The following is a summary of the material terms of the separate common stock warrant agreements. This summary is qualified in its entirety by reference to the form of common stock warrant agreement, a copy of which is an exhibit to our registration statement of which this prospectus forms a part.
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General
Under the common stock warrant agreement, warrants may be issued in one or more series. The prospectus supplement and the common stock warrant agreement relating to any series of warrants will include specific terms about the warrants. These terms include some of the following:
o the type and number of warrants,
o the amount of related common stock for which the warrant can be exercised and the price or the manner of determining the price and currency or other consideration to purchase such common stock,
o the expiration date of each warrant,
o the exercise date of each warrant,
o the offering price and currency of each warrant,
o if applicable, the designation and terms of the securities with which each warrant can be issued,
o any provision dealing with the date on which the warrants and related securities will be separately transferable,
o any provision granting a mandatory or an optional redemption provision,
o the identity of the common stock warrant agent,
o the form of the warrant certificates and
o any other terms of the warrant.
The warrants will be represented by certificates. The warrants may be exchanged under the terms outlined in the common stock warrant agreement. We will not charge any service charges for any transfer or exchange of warrant certificates, but we may require payment for tax or other governmental charges in connection with the exchange or transfer. Until a common stock warrant is exercised, a holder will not be entitled to any payments on or have any rights with respect to the common stock issuable upon exercise of the common stock warrant.
Exercise of Common Stock Warrants
To exercise warrants, the holder must provide the common stock warrant agent with the following:
o payment of the exercise price,
o certain information required as described on the reverse side of the warrant certificates,
o the number of warrants to be exercised and
o an executed and completed warrant certificate.
The common stock warrant agent will issue a new warrant certificate for any warrants not exercised. The exercise price and the number of shares of common stock that each warrant can purchase will be subject to adjustment in certain events, including the issuance of a common stock dividend or a combination, subdivision or reclassification of common stock. No adjustment will be required until cumulative adjustments require an adjustment of at least 1%.
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From time to time, we may reduce the exercise price. No fractional shares will be issued upon exercise of warrants, but we will pay the cash value of any fractional shares otherwise issuable. If we enter into any consolidation, merger, or sale or conveyance of our property as an entirety, the holder of each outstanding warrant shall have the right to the kind and amount of shares of stock, other securities, property or cash receivable by a holder of the number of shares of common stock into which such warrants were exercisable immediately prior to the occurrence of the event.
Modification of the Common Stock Warrant Agreement
The common stock warrant agreement will permit us and the common stock warrant agent, without the consent of the common stock warrant holders, to supplement or amend the agreement in the following circumstances:
o to cure any ambiguity;
o to correct or supplement any provision which may be defective or inconsistent with any other provisions; or
o to add new provisions regarding certain matters or questions that we and the common stock warrant agent may deem necessary or desirable and which do not adversely affect the interests of the common stock warrant holders.
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
General
Newmont Mining may offer:
o senior debt securities guaranteed by Newmont USA Limited and
o subordinated debt securities guaranteed by Newmont USA Limited.
Any senior debt securities will be issued under an indenture between Newmont Mining, Newmont USA and Citibank, N.A., as trustee. Any subordinated debt securities will be issued under a separate indenture between Newmont Mining, Newmont USA and Citibank, N.A., as trustee. All references in this section to debt securities are references to both the senior debt securities and the subordinated debt securities. All references to the indentures are references to both the indenture for senior debt securities and the indenture for the subordinated debt securities. All references to the trustee include both the trustee for the senior debt securities and the trustee for the subordinated debt securities. All references to "we", "us" or "our" are references to Newmont Mining Corporation.
The following description of the debt securities summarizes certain of the material provisions of the indentures and the debt securities. This summary of the indentures and the debt securities is qualified in its entirety by reference to the Trust Indenture Act of 1939 and the forms of indentures. We have filed the indentures as exhibits to our registration statement of which this prospectus forms a part.
The debt securities will be our unsecured indebtedness. The senior debt securities will rank equally with all of our other unsecured and unsubordinated indebtedness. The subordinated debt securities will be subordinate in right of payment to our senior debt securities as well as our other indebtedness that we now or may have in the future. The subordination provisions of the subordinated debt securities are discussed in greater detail below.
The guarantee of the senior debt securities will constitute an unsecured, unsubordinated obligation of Newmont USA and will rank equally with all other unsecured and unsubordinated obligations of Newmont USA. The guarantee of the subordinated debt securities will constitute an unsecured obligation of Newmont USA and will be subordinated in right of payment to all senior or secured indebtedness that Newmont USA has now or may have in the future. The subordination provisions relating to the guarantee of the subordinated debt securities are
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discussed in greater detail below.
Neither indenture limits the amount of debt securities that we may issue under such indenture. Unless we state otherwise in the prospectus supplement, neither indenture limits the amount of other debt that we can issue.
Both indentures allow us to issue debt securities in one or more series with different terms. The indentures provide that debt securities of a single series can be issued at different times with different interest rates, redemption and repayment provisions. The particular terms of any series of debt securities being offered will be set forth in the prospectus supplement that relates to that series. These terms will include some or all of the following:
o the title of the debt securities and whether such debt securities are senior or subordinated,
o the total principal amount and permitted denomination of the debt securities,
o the percentage of the principal amount of the debt securities at which the debt securities will be issued and any payments due if the maturity of the debt securities is accelerated,
o the currency or currencies in which the principal and interest on the debt securities will be payable,
o the dates on which the principal of the debt securities will mature,
o the interest rate for the debt securities or the method that will be used to determine the interest rate,
o the dates on which interest on the debt securities will be payable and the manner in which interest will be paid,
o any mandatory or optional repayment or redemption provisions,
o any sinking fund provisions,
o any index used to determine the amount of payments of principal and/or interest,
o any additional payment provisions,
o any provision relating to the issuance of discounted debt securities and
o in the case of debt securities that are convertible into common stock, the conversion price, the period during which the debt securities may be converted and any other terms of conversion which may differ from the applicable indenture.
Some of the debt securities may be sold at a substantial discount below their stated principal amount and may provide for the payment of no interest or interest at a rate which at the time of issuance is below market rates. We will describe the U.S. federal income tax consequences and other special considerations applicable to any discounted debt securities in the prospectus supplement relating to the discounted debt securities.
Newmont USA Guarantees
Newmont USA will unconditionally guarantee on an unsubordinated basis the due and punctual payment of the principal of, any premium and any interest on the senior debt securities, when and as these payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The guarantees of the senior debt securities will rank equally in right of payment with all other unsecured and unsubordinated indebtedness of Newmont USA.
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Newmont USA will unconditionally guarantee on a subordinated basis the due and punctual payment of the principal of, any premium and any interest on the subordinated debt securities, when and as these payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The guarantee of the subordinated debt securities will be subordinated as described in greater detail below.
Newmont USA's obligations under the guarantee of the debt securities will be as principal obligor and not merely as surety, and will be enforceable irrespective of any invalidity, irregularity or unenforceability of the debt securities or the applicable indenture. Newmont USA also will waive any right to require a proceeding against Newmont Mining before its obligations under the guarantees shall become effective.
Convertibility of the Debt Securities
The holders of debt securities of a specified series that are convertible into shares of common stock of Newmont Mining will be entitled at certain times specified in the prospectus supplement to convert any such securities into common stock. The conversion price and other terms of the conversion will be set forth in the prospectus supplement.
Subordination of Subordinated Debt Securities
The indebtedness represented by the subordinated debt securities will be subordinated in right of payment to the prior payment in full of all of senior indebtedness of Newmont Mining.
The term "senior indebtedness" means the principal of and any premium and interest on any of our indebtedness outstanding on the date of the subordinated debt securities indenture or to be created, incurred or assumed by us after the date of the indenture unless the terms of such indebtedness specifically state that it is not senior in right of payment to the subordinated debt securities.
Upon the insolvency, liquidation, bankruptcy, reorganization or similar proceeding relating to us or our property:
o the holders of our senior indebtedness will be entitled to receive payment in full of all obligations before payment is made to any holders of the subordinated debt securities and
o until all obligations with respect to our senior indebtedness are paid in full, any payment to which the holders of the subordinated debt securities would be entitled shall be made to the holders of our senior indebtedness.
In addition, we may not make any payment on account of the subordinated debt securities, if:
o any of our senior indebtedness is not paid when due or
o any other default on our senior indebtedness occurs and the maturity of such senior indebtedness is accelerated.
If there is a default with respect to any of our senior indebtedness other than the two types of default described immediately above and the maturity of the indebtedness may be accelerated immediately, a representative of the applicable senior indebtedness has the right to send to us written notice stating that there has been a default. After receipt of such notice, we may not make any payments on the subordinated debt securities until the earlier of:
o 179 days after the receipt of the notice,
o the date on which the default which gave rise to the notice is no longer continuing,
o the date that the default has been waived and any acceleration has been rescinded in writing or
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o the date when the applicable senior indebtedness has been paid in full.
Not more than one blockage period notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to our senior indebtedness during such period.
After all of our senior indebtedness is paid in full and all commitments in respect of the senior indebtedness have expired or terminated and until the subordinated debt securities are paid in full, holders of the subordinated debt securities will be subrogated to the rights of holders of our senior indebtedness to receive distributions applicable to the senior indebtedness.
Subordination of Guarantee of Subordinated Debt Securities
Newmont USA's guarantee of the subordinated debt securities will be subordinated in right of payment to the prior payment in full of all of the senior indebtedness of Newmont USA.
The term "senior indebtedness" means, with respect to Newmont USA, the principal of and any premium and interest on any indebtedness of Newmont USA outstanding on the date of the subordinated debt securities indenture or to be created, incurred or assumed by Newmont USA after the date of the indenture unless the terms of such indebtedness specifically state that it is not senior in right of payment to the subordinated debt securities.
Upon the insolvency, liquidation, bankruptcy, reorganization or similar proceeding relating to Newmont USA or its property:
o the holders of senior indebtedness will be entitled to receive payment in full of all obligations before payment is made under the guarantee of the subordinated debt securities and
o until all obligations with respect to senior indebtedness are paid in full, any payment to which the holders of subordinated debt securities would be entitled pursuant to the guarantee of the subordinated debt securities will be made to the holders of senior indebtedness.
In addition, Newmont USA may not make any payment on account of the subordinated debt securities, if:
o any senior indebtedness of Newmont USA is not paid when due or
o any other default on senior indebtedness of Newmont USA occurs and the maturity of such senior indebtedness is accelerated.
If there is a default with respect to any senior indebtedness of Newmont USA other than the two types of default described immediately above and the maturity of the indebtedness may be accelerated immediately, a representative of the applicable senior indebtedness has the right to send Newmont USA written notice stating that there has been a default. After receipt of such notice, Newmont USA may not make any payments on the guarantee of the subordinated debt securities until the earlier of:
o 179 days after the receipt of the notice,
o the date on which the default which gave rise to the notice is no longer continuing,
o the date that the default has been waived and any acceleration has been rescinded in writing or
o the date when the applicable senior indebtedness has been paid in full.
Not more than one blockage period notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to senior indebtedness of Newmont USA during such period.
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After all senior indebtedness of Newmont USA is paid in full and all commitments in respect of the senior indebtedness have expired or terminated and until Newmont USA's obligations under the guarantee of the subordinated debt securities are paid in full, holders of the subordinated debt securities will be subrogated to the rights of holders of senior indebtedness of Newmont USA to receive distributions applicable to the senior indebtedness.
Global Notes, Delivery and Form
The debt securities may be issued in the form of one or more global notes that will be deposited with a depositary identified in a prospectus supplement. Each note will be registered in the name of the depositary's nominee. Unless a global note is exchanged in whole or in part for debt securities in definitive form, a global note may generally be transferred only as a whole and only to another nominee of the depositary or to a successor depositary or its nominee.
Unless otherwise stated in the applicable prospectus supplement, the depositary will be The Depository Trust Company, New York, New York. Currently, it limits the maximum denomination of any single global note to $500 million. Beneficial interests in global notes will be shown on, and transfers of global notes will be effected only through, records maintained by DTC and its participants.
DTC has provided us the following information: DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds securities that its participants deposit with DTC. DTC also facilitates the clearance and recording of the settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities through computerized records for participant's accounts. This eliminates the need for physical exchange of certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Other organizations such as securities brokers and dealers, banks and trust companies that work through a participant, either directly or indirectly use DTC's book-entry system. The rules that apply to DTC and its participants are on file with the SEC.
Pursuant to DTC's procedures, upon issuance of debt securities represented by a global note in connection with the sale of the debt securities to one or more underwriters, DTC will credit the accounts of the participants designated by the underwriters with the principal amount of the debt securities purchased by the underwriters. Ownership of beneficial interests in a global note will be shown
o on DTC's records with respect to participants;
o by the participants with respect to indirect participants and certain beneficial owners; and
o by the indirect participants with respect to all other beneficial owners.
The laws of some states require that certain persons take physical delivery in definitive form of the securities which they own. Consequently, the ability to transfer beneficial interests in a global note may be limited.
Under the indentures, if the nominee of DTC is the registered owner of a global note, the nominee will be considered the sole owner or holder of the debt securities. Except as provided below, owners of a global note will not be entitled to have debt securities registered in their names, will not receive or be entitled to receive physical delivery of debt securities in definitive form, and will not be considered the owners or holders thereof under the indentures for any purpose, including with respect to the giving of any directions, instructions or approval to the trustee. However, DTC has advised us that pursuant to its customary practice with respect to the giving of consents and votes, it will deliver an omnibus proxy to the trustee assigning the related holder's voting rights to the participant to whose account the debt securities are credited on the record date. Each proxy will include a list of participants' positions in the relevant security as of the record date for a consent or vote.
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We will wire to DTC's nominee principal and interest payments with respect to global notes. We and the trustee will treat DTC's nominee as the owner of the global notes for all purposes. Accordingly, we, the trustee and any paying agent will have no direct responsibility or liability to pay amounts due on the global notes to owners of beneficial interests in the global notes or for maintaining and reviewing any records relating to the beneficial ownership interest.
It is DTC's current practice, upon receipt of any payment of principal or interest, to credit participants' accounts on the payment date according to their holdings of beneficial interests in the global notes as shown on DTC's records. DTC's current practice is to credit such accounts, as to interest, in next-day funds and, as to principal, in same-day funds. Payments by participants to owners of beneficial interests in the global notes will be governed by standing instructions and customary practices between the participants and the owners of beneficial interests in the global notes, as is the case with securities held for the account of customers registered in "street name." However, payments will be the responsibility of the participants and not of DTC, the underwriters, the trustee or us.
Debt securities represented by a global note will be exchangeable for debt securities in definitive form with the same terms in authorized denominations only if:
o DTC notifies us that it is unwilling or unable to continue as depositary, and we do not appoint a successor depositary within 90 days or
o we determine not to have the debt securities represented by global notes.
If any of these events occur, DTC will generally notify all direct participants of the availability of definitive debt securities. These securities will be issued in denominations of $1,000 and multiples thereof, in registered form only, and without coupons. We will maintain one or more offices or agencies in New York City to facilitate the transfer or exchange of the global notes. You will not be required to pay any service charges for any transfer or exchange, but we may require you to pay any tax, other governmental charge or payment in connection with the exchange or transfer.
Same-Day Settlement in respect of Global Notes
Secondary trading in definitive long-term notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, debt securities represented by global notes held by DTC will trade in DTC's Same-Day Funds Settlement System until maturity, and DTC therefore will require that secondary market trading activity in such debt securities settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in debt securities represented by global notes.
Restrictive Covenants Required by the Indenture
The indenture for the senior debt securities requires us to comply with certain restrictive covenants. Some of the provisions are described below. All series of senior debt securities issued under the indenture will be entitled to the benefits of the covenants described below except for any series of senior debt securities that provides that they are not entitled to the benefits of the covenants described below.
Definition of Attributable Debt
"Attributable Debt" means, with respect to any lease, the present value of the total net rental payments during the remaining term of the lease. The present value will be determined by using the discount rate implicit in the terms of the lease as determined by two of our officers and will be compounded semiannually. The net amount of rent we may pay under any lease for any period is the amount of rent payable for the period but excluding payments for maintenance, repairs, insurance, taxes, assessments, water rates or similar charges. For any lease which we may terminate by paying a penalty, the net amount of rent will include the penalty, but no rent will be included after the first date that the lease may be terminated.
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Definition of Consolidated Net Tangible Assets
"Consolidated Net Tangible Assets" means the aggregate amount of assets minus the following:
o applicable reserves and other properly deductible items,
o all current liabilities excluding (1) those that the borrower may extend or renew to a time more than 12 months after the time the amount of the liability is being computed, (2) current maturities of long-term indebtedness and (3) capital lease obligations and
o all goodwill shown on our balance sheet.
Definition of Funded Debt
"Funded Debt" means all indebtedness for money borrowed having a maturity of more than 12 months from the determination date or having a maturity of less than 12 months but that the borrower may renew or extend beyond 12 months.
Definition of Principal Property
"Principal Property" means any mine, plant or other facility, the land upon which it stands and the fixtures that are a part of it, (1) which is used primarily for mining and processing and is located in the U.S. and (2) the net book value of which exceeds 5% of Consolidated Net Tangible Assets. Principal Property does not include (1) any mine, plant or facility which, in the opinion of our board of directors, is not of material importance to our total business or (2) any portion of a particular mine, plant or facility which is not of material importance to the use or operation of the mine, plant or facility.
Definition of Restricted Subsidiary
"Restricted Subsidiary" means any Subsidiary (1) with substantially all of its property located, or carrying on substantially all of its business, within the U.S. and (2) which owns a Principal Property. "Restricted Subsidiary", however, does not include any Subsidiary whose primary business consists of (1) financing operations in connection with leasing and conditional sales transactions on behalf of us and our Subsidiaries, (2) purchasing accounts receivable or making loans secured by accounts receivable or inventory or (3) being a finance company.
Definition of Subsidiary
"Subsidiary" is defined as any corporation or entity in which we or one or more of our Subsidiaries directly or indirectly owns a majority of the voting interests.
Limitation on Liens
The indenture for the senior debt securities will prohibit us and any of our Restricted Subsidiaries from incurring, issuing, assuming or guarantying any debt for money borrowed or any debt evidenced by notes, bonds, debentures or other similar documents ("Debt") secured by any mortgage, security interest or other liens (collectively, "Mortgages") on any Principal Property or shares of stock or indebtedness of any Restricted Subsidiary, without securing all outstanding series of debt securities under the applicable indenture (other than any series of debt securities that provide that the debt securities of the series are not entitled to the benefit of this covenant) equally and ratably with (or prior to) the secured Debt to be incurred, issued, assumed or guaranteed. This restriction, however, will not apply if the sum of the following does not exceed 10% of Consolidated Net Tangible Assets:
o the aggregate principal amount of such secured Debt,
o all secured Debt which would otherwise be prohibited, and
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o all of our and our Restricted Subsidiary's Attributable Debt in respect of sale and leaseback transactions which would otherwise be prohibited by the covenant limiting sale and leaseback transactions described below.
The restriction described above also will not apply to debt for borrowed money secured by the following:
o Mortgages on property, stock or Debt of any entity existing at the time it becomes a Restricted Subsidiary,
o Mortgages to secure indebtedness of a Restricted Subsidiary to us or to another Restricted Subsidiary,
o Mortgages for taxes, assessments or governmental charges or levies (1) that are not yet due and delinquent or (2) the validity of which is being contested in good faith,
o Mortgages of materialmen, mechanics, carriers, workmen, repairmen, landlords or other similar Mortgages, or deposits to obtain the release of these Mortgages,
o Mortgages arising under attachment or restraint or similar legal process and the execution or enforcement of which is stayed and which are being contested in good faith,
o Mortgages (1) to secure public or statutory obligations, (2) to secure payment of workmen's compensation, (3) to secure performance in connection with tenders, leases of real property, bids or contracts or
(4) to secure (or in lieu of) surety or appeal bonds, and Mortgages made in the ordinary course of business for similar purposes,
o Mortgages in favor of the United States, any state in the United States, or any foreign governmental entity to secure payments pursuant to any contract or statute (including Debt of the pollution control or industrial revenue bond type) or to secure any debt incurred to finance the purchase price or the cost of construction of the property subject to the Mortgage,
o Mortgages on property (including capitalized leases), stock or Debt of a corporation (1) existing at the time we or our Restricted Subsidiary acquired the entity, (2) that secure the payment of the purchase price, construction cost or improvement cost of the property, stock or Debt or (3) that secure any Debt incurred prior to, at the time of, or within one year after we or our Restricted Subsidiary acquired the property, shares or Debt, completed the construction on or commenced commercial operation of the property for the purpose of financing the purchase price or construction cost,
o Mortgages existing at the date of the applicable indenture and
o any extension, renewal or replacement of any of the Mortgages enumerated above that does not increase the Debt and that is limited to all or a part of the same property, stock or Debt that secured the original mortgage.
The restrictions discussed above also will not apply to (1) any gold-based loan or forward sale arrangement and (2) Mortgages on property that we or any Restricted Subsidiary own or lease to secure our or a Restricted Subsidiary's proportionate share of any payments required to be made to any Person incurring the expense of developing, exploring or conducting operations for the recovery, processing or sale of the mineral resources of the property.
Limitation on Sales and Leasebacks
The indenture for the senior debt securities will prohibit us and any of our Restricted Subsidiaries from entering into any arrangement with any third party lender or investor under which we or any Restricted Subsidiary will lease for a period, including renewals, in excess of three years, any Principal Property if we or the Restricted Subsidiary sold or will sell or transfer the Principal Property more than 270 days after the acquisition of the
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Principal Property or after completion of construction and commencement of full operation of the Principal Property, to the lender or investor or to any person to whom funds have been or will be advanced by the lender or investor on the security of the Principal Property (herein referred to as a "sale and lease-back transaction"), unless:
o we or any Restricted Subsidiary could create Debt secured by a mortgage on the Principal Property to be leased back in an amount equal to the Attributable Debt with respect to such sale and leaseback transaction without equally and ratably securing the debt securities of all series pursuant to the provisions of the covenant on limitation on liens described above or
o we apply within 180 days after the sale or transfer an amount equal to the greater of (1) the net proceeds of the sale of the Principal Property sold and leased back pursuant to the arrangement or (2) the fair market value of the Principal Property so sold and leased back at the time of entering into the arrangement to:
(a) the purchase of different property, facilities or equipment which has a value at least equal to the net proceeds of the sale or
(b) the retirement of our Funded Debt or that of a Restricted Subsidiary (other than as a result of payment at maturity or pursuant to any mandatory sinking fund or prepayment provision).
The amount to be applied to the retirement of Funded Debt, however, will be reduced by:
o the principal amount of any debt securities of any series delivered within 180 days after such sale to the trustee for retirement and cancellation,
o if the debt securities of any series are original issue discount debt securities or provide that an amount other than the face value is payable upon maturity or a declaration of acceleration, the amount that is due and payable with respect to such series pursuant to
Section 4.1 of each of the indentures delivered within 180 days after such sale to the trustee for retirement and cancellation and
o the principal amount of Funded Debt, other than the debt securities, voluntarily retired within 180 days after such sale.
Merger and Consolidation
Newmont Mining
We may consolidate or merge with or into any other entity and may sell, transfer or lease all of our property or substantially all of our property to any entity, if:
o the entity, if other than us, which resulted from or received the property expressly assumes by supplemental indenture the due and punctual payment of the principal of and any premium or interest on the debt securities and the performance and observance of each agreement to be performed or observed by us under the debt securities and the indentures; and
o immediately after the completion of the transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing.
Newmont USA
Newmont USA may consolidate or merge with or into any other corporation and may sell, transfer or lease all of its property or substantially all of its property, if:
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o the entity, if other than Newmont USA, which resulted from or received the property expressly assumes by supplemental agreement the due and punctual performance and observance of each agreement to be performed or observed by Newmont USA under the debt securities and the indentures; and
o immediately after the completion of the transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing.
Event of Default
"Event of Default", when used in each of the indentures with respect to any series of debt securities, will mean any of the following:
o failure to pay interest on any debt security of the series for 30 days after it is due,
o failure to pay the principal or any premium on any debt security of the series when it is due,
o failure to pay any sinking fund payment on any debt security of the series when it is due,
o failure to perform any other covenant in the applicable indenture for the benefit of the series of debt securities that continues for 90 days after we have been given written notice of that failure,
o events of bankruptcy, insolvency or reorganization of Newmont Mining or Newmont USA.
o Newmont USA's guarantee of the debt securities of the series ceases to be in full force or effect except as contemplated by the terms thereof or Newmont USA denies or disaffirms its obligations under the guarantee, or
o any other Event of Default specified for the series of debt securities.
Within 90 days after a default occurs with respect to any series of debt securities, the trustee must notify the holders of the debt securities of the series of the default if we have not remedied it. Default is defined to include the events listed above without any grace periods. The trustee may withhold notice to the holders of the debt securities of any default except in the payment of principal, premium, interest or sinking fund payment if it in good faith considers the withholding of notice in the interest of all of the holders of the debt securities of the series. We are required to file an annual certificate with the trustee about any default by us under any provisions of the applicable indenture.
If any Event of Default occurs and continues for any series of debt securities, the trustee or the holders of at least 25% of the principal amount of the debt securities of the outstanding series may declare the principal and interest accrued on all the debt securities of that series to be due and payable immediately. If this happens, subject to certain conditions, the holders of at least a majority of the aggregate principal amount of the debt securities of that series can annul the declaration. In addition, past defaults other than in payments of principal and interest may also be waived by the same vote.
If an Event of Default occurs and continues for any series of debt securities, the holders of at least a majority of the principal amount of the affected series of debt securities then outstanding may direct the time, method and place of conducting any proceeding or any remedy available to the trustee, or exercising any power given to or conferred upon the trustee under the indentures, for the series of debt securities.
The trustee does not have to exercise any of its rights or powers under either of the indentures at the direction of any holders of notes unless the holders offer the trustee reasonable indemnity or reasonable security against expenses and liabilities.
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The Trust Indenture Act of 1939 requires that we file with the trustee annually a written statement regarding the presence or absence of certain defaults.
Defeasance
Defeasance and Discharge of Obligations
Under the indentures, Newmont Mining will be discharged from its non-administrative obligations under the debt securities of any series, and Newmont USA will be discharged from its obligations under the guarantee of debt securities of that series, if we deposit with the trustee in trust sufficient money and/or U.S. government securities to pay the interest and principal due on the stated due date of those payments. This trust may only be established if, among other things, we deliver to the trustee an opinion of counsel stating that, due to an Internal Revenue Service ruling or a change in federal income tax law, holders of the debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of this defeasance and will be subject to federal income tax, as if this defeasance had not occurred.
Defeasance of Certain Covenants and Certain Events of Default
The indenture for the senior debt securities provides that we may be released from our obligation to comply with the covenants limiting liens and sale and leaseback transactions, and with any related Event of Default if we deposit with the trustee in trust money and/or U.S. government securities which provide for payment of the principal of and each installment of interest on the debt securities due on the stated maturity of such payments. Our other obligations under the indenture and the senior debt securities of such series and other Events of Default and Newmont USA's obligations under the related guarantee would remain in full force and effect. The trust may only be established if, among other things, we have delivered to the trustee an opinion of counsel stating that the holders of the senior debt securities of such series will not recognize income, gain, or loss for federal income tax purposes as a result of a deposit and defeasance of the covenants and the Event of Default noted above and will be subject to federal income tax as would have been the case if such deposit and defeasance had not occurred.
If we exercise the option described in this section and the debt securities of a series are declared due and payable because of the occurrence of an Event of Default other than the Event of Default related to the covenants limiting liens and sale and leaseback transactions, the amount of money and U.S. government securities on deposit with the trustee will be sufficient to pay amounts due on the senior debt securities of a series at the time of their stated maturity but may not be sufficient to pay amounts due on the debt securities of such series at the time of the acceleration resulting from the Event of Default.
Changes to Indentures
Under each of the indentures, Newmont Mining, Newmont USA and the trustee may modify the rights and obligations of Newmont Mining and Newmont USA and the rights of the holders of debt securities with the consent of the holders of at least a majority of the principal amount of the outstanding debt securities of all series issued under the indentures affected by the modification. However, we must get the consent of the holder of each debt security affected to make the following changes to the debt securities:
o an extension of the fixed maturity of any debt security,
o a reduction of the principal amount payable on any debt security,
o a reduction in the rate of interest payable on any debt security,
o a change in currency in which payments are made,
o an extension of the time of payment of interest,
o a modification that affects adversely any right of a holder of a debt security to repayment,
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o a reduction in the principal amount of an original issue discount debt security due and payable upon a acceleration of the maturity,
o an adverse change in or elimination of conversion rights,
o a reduction in the portion of the principal amount of a debt security provable in bankruptcy,
o a reduction in amounts payable upon redemption,
o a reduction in the rate of interest payable on overdue amounts and
o a reduction in the percentage of holders of the outstanding debt securities of each series required to consent to any modification discussed above.
Under each of the indentures, we can make certain modifications to the applicable indenture with the consent of the trustee but without the consent of any holders of debt securities to evidence our merger, the replacement of the trustee and for certain other purposes.
Duties and Powers of the Trustee
Except during the continuance of an Event of Default, the trustee under each of the indentures will perform only the duties set forth in the applicable indenture. During the continuance of any Event of Default, the trustee will exercise the rights and powers given it under the applicable indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under similar circumstances in the conduct of his own affairs.
The trustee may acquire and hold our securities and, subject to certain conditions, otherwise deal with us as if it were not trustee.
We currently conduct banking transactions with the trustee in the ordinary course of our business.
DESCRIPTION OF DEBT SECURITY WARRANTS
We may issue warrants for the purchase of debt securities. The warrants may be issued independently or together with any securities offered by any prospectus supplement. The warrants will be issued under one or more debt security warrant agreements between us and a bank or trust company as debt security warrant agent. The debt security warrant agent will be our agent and will not assume any obligations to any owner of the debt security warrants. We have summarized below certain material provisions of the separate debt security warrant agreements. This summary is qualified in its entirety by reference to the debt security warrant agreement.
General
Under the debt security warrant agreement, the warrants may be issued in one or more series. The prospectus supplement and the debt security warrant agreement relating to any series of warrants will include specific terms about the warrants. These terms include some of the following:
o the type and number of warrants,
o the aggregate principal amount of related debt securities for which the warrant can be exercised and the price or the manner of determining the price and currency or other consideration to purchase such debt securities,
o the expiration date of each warrant,
o the exercise date of each warrant,
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o the offering price and currency of each warrant,
o if applicable, the designation and terms of the securities with which each warrant can be issued,
o any provision dealing with the date on which the warrants and related securities will be separately transferable,
o any provision granting a mandatory or an optional redemption provision,
o the identity of the debt security warrant agent,
o the form of the debt security warrant certificates and
o any other terms of the warrant.
The warrants will be represented by certificates. The warrants may be exchanged pursuant to the procedure outlined in the debt security warrant agreement. We will not charge any service charges for any transfer or exchange of warrant certificates, but we may require payment for tax or other governmental charges in connection with the exchange or transfer. Until a warrant is exercised, a holder will not be entitled to any payments on or have any rights with respect to the debt securities issuable upon exercise of the warrant.
Exercise of Debt Security Warrants
To exercise warrants, the holder must provide the debt security warrant agent with the following:
o payment of the exercise price,
o certain information required by the reverse side of the warrant certificates,
o the number of warrants to be exercised and
o an executed and completed warrant certificate.
The debt security warrant agent will issue a new warrant certificate for any warrants not exercised. From time to time, we may reduce the exercise price.
Modification of the Debt Security Warrant Agreement
The debt security warrant agreement will permit us and the debt security warrant agent, without the consent of the warrant holders, to supplement or amend the agreement in the following circumstances:
o to cure any ambiguity,
o to correct or supplement any provision which may be defective or inconsistent with any other provisions or
o to add new provisions regarding certain matters or questions that we and the debt security warrant agent may deem necessary or desirable and which do not adversely affect the interests of the warrant holders.
PLAN OF DISTRIBUTION
We may sell the securities described in this prospectus
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o through agents,
o through underwriters or dealers, or
o directly to one or more purchasers.
The distribution of the securities may be made from time to time in one or more transactions at a fixed price or prices. The fixed price may be changed to reflect market prices prevailing at the time of sale at negotiated prices.
Except for the common stock, the securities will have no established trading market. Underwriters and agents to whom securities are sold for public offering and sale may make a market in the securities, but will not be obligated to do so and could stop doing so at any time without notice. We cannot guarantee that there will be a market for the securities.
In connection with the sale of offered securities, underwriters may receive compensation from us or from purchasers of offered securities for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters may sell offered securities to or through dealers and such dealers may receive compensation in the form of discounts, concessions and commissions from the underwriters and commissions from the purchasers for whom they may act as agents. Underwriters, dealers, agents or direct purchasers that participate in the distribution of the offered securities may be underwriters as defined in the Securities Act of 1933, as amended, and any discounts or commissions that we pay to them and any profit on their resale of the offered securities may be treated as underwriting discounts and commissions under the Securities Act of 1933, as amended. We will identify any underwriters, dealers, agents or direct purchasers and describe their compensation in the prospectus supplement.
We may have agreements with the underwriters, dealers and agents who participate in the sale of offered securities to indemnify them against certain civil liabilities, including liabilities under the Securities Act of 1933,as amended, or to contribute with respect to payments which the underwriters, dealers or agents may be required to make.
We may authorize agents, underwriters or dealers to solicit offers by certain institutional investors to purchase debt securities which will be paid for and delivered on a future date specified in the prospectus supplement. The obligations of any purchasers under this delayed delivery and payment arrangements will not be subject to any conditions except that the purchase at delivery must not be prohibited under the laws of any jurisdiction in the United States to which the institution is subject. The underwriters and dealers will not have any responsibility for the validity and performance of these contracts.
LEGAL OPINION
White & Case LLP will issue for us an opinion about the legality of the offered securities.
EXPERTS
The financial statements of Newmont Mining Corporation incorporated in this prospectus by reference to the Annual Report on Form 10-K/A for the year ended December 31, 2002 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.
The financial statements of Newmont Mining Corporation incorporated in this prospectus by reference to the Annual Report on Form 10-K/A for the year ended December 31, 2001 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to various restatements described in Note 23 to the financial statements) of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.
The financial statements of Nusa Tengarra Partnership V.O.F., an equity investee of Newmont,
-34-

incorporated in this prospectus by reference to the Annual Report on Form 10-K/A for the year ended December 31, 2002 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.
The financial statements of Nusa Tengarra Partnership V.O.F. incorporated in this prospectus by reference to the Annual Report on Form 10-K/A for the year ended December 31, 2001 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to various restatements in Note 16 to the financial statements) of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.
The audited consolidated financial statements of Franco-Nevada Mining Corporation Limited (now Newmont Mining Corporation of Canada Limited) as of March 31, 2001 and 2000 and for each of the three years ended March 31, 2001, incorporated in this prospectus by reference to the Current Report on Form 8-K/A filed on April 15, 2003, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.
The financial statements of Normandy Mining Limited (now Newmont Australia Limited) as of June 30, 2001 and 2000 and for the years then ended, incorporated in this prospectus by reference to Amendment No. 2 to the Current Report on Form 8-K/A filed by Newmont Mining Corporation on April 15, 2003 have been audited by Deloitte Touche Tohmatsu, independent auditors, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the restatement of the reconciliation to accounting principles generally accepted in the United States of America in Note 40, as discussed in Note 41), which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
Behre Dolbear & Company, Inc., a mineral industry consulting firm, performed an independent appraisal of goodwill assigned to our reporting units in connection with the February 2002 acquisitions of Franco-Nevada Mining Corporation Limited (now Newmont Mining Corporation of Canada Limited) and Normandy Mining Limited (now Newmont Australia Limited). The financial statements of Newmont incorporated in this prospectus by reference to the Annual Report on Form 10-K/A for the year ended December 31, 2002 have been so incorporated in reliance on the appraisal of Behre Dolbear & Company, Inc., given on the authority of said firm as experts in mining industry appraisals.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from our web site at http://www.newmont.com or from the SEC's web site at http://www.sec.gov. The information on our website is not incorporated by reference into and is not made a part of this prospectus. You may also read and copy any document we file at the SEC's public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" in this prospectus the information in the documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this prospectus the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, until we sell all of the securities that may be offered by this prospectus:
o Annual Report on Form 10-K for the year ended December 31, 2002 (as amended by an Annual Report on Form 10-K/A filed on October 24, 2003);
o Annual Report of Form 10-K/A for the year ended December 31, 2001 filed on March 20, 2003;
-35-

o Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 (as amended by a Quarterly Report on Form 10-Q/A filed on October 24, 2003), June 30, 2003 (as amended by a Quarterly Report on Form 10-Q/A filed on October 24, 2003) and September 30, 2003;
o Quarterly Reports on Form 10-Q/A for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002 each filed on April 11, 2003;
o Current Reports on Form 8-K filed on April 22, 2003 and November 7, 2003;
o Current Report on Form 8-K/A filed on April 15, 2003 amending Current Report on Form 8-K filed on March 1, 2002 and subsequently amended on April 16, 2002; and
o The description of our common stock contained in our registration statement on Form 8-A for our common stock filed under the Securities Exchange Act of 1934, as amended, including any amendment or report filed for the purpose of updating that description.
You may request a copy of these documents at no cost to you, by writing or telephoning us as follows:
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
Attn: Office of the Secretary (303) 863-7414
You should rely only on the information incorporated by reference or provided in this prospectus or in any prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of the securities described in this prospectus in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.
Newmont USA is our consolidated wholly owned subsidiary. Newmont USA is not required to file separate reports with the SEC.
-36-

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.*

         SEC filing fee.............................................$   80,900
         Accounting fees and expenses...............................$  300,000
         Legal fees and expenses ...................................$  500,000
         Warrant Agent's fees.......................................$    2,500
         Transfer Agent's fees......................................$    2,500
         Trustee's fees.............................................$   10,000
         Rating agency fees.........................................$  200,000
         Printing and engraving expenses............................$   80,000
         Miscellaneous..............................................$   14,100
                                                                    ----------

         ...........................................................$1,190,000

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

*All estimates except for filing fee.
Item 15. Indemnification of Directors and Officers.
Article Tenth of each of the Certificates of Incorporation of Newmont Mining Corporation and Newmont USA Limited provides that its directors shall be protected from personal liability, through indemnification or otherwise, to the fullest extent permitted under the General Corporation Law of the State of Delaware as from time to time in effect.
The By-Laws of each of Newmont Mining and Newmont USA provide that each person who at any time is or shall have been a director or officer of Newmont Mining or Newmont USA, as the case may be, or is or shall have been serving another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of Newmont Mining or Newmont USA, as the case may be, and his or her heirs, executors and administrators, shall be indemnified by Newmont Mining or Newmont USA, as the case may be, in accordance with and to the full extent permitted by the General Corporation Law of the State of Delaware. Article VI of the By-Laws of each of Newmont Mining and Newmont USA facilitates enforcement of the right of directors and owners to be indemnified by establishing such right as a contract right pursuant to which the person entitled thereto may bring suit as if the indemnification provisions of the By-Laws were set forth in a separate written contract between Newmont Mining or Newmont USA, as the case may be, and the director or officer.
Section 145 of the General Corporation Law of the State of Delaware authorizes and empowers each Delaware corporation to indemnify its directors, officers, employees and agents against liabilities incurred in connection with, and related expenses resulting from, any claim, action or suit brought against any such person as a result of his or her relationship with the corporation, provided that such persons acted in good faith and in a manner such person reasonably believed to be in, and not opposed to, the best interests of the corporation in connection with the acts or events on which such claim, action or suit is based. The finding of either civil or criminal liability on the part of such person in connection with such acts or events is not necessarily determinative of the question of whether such person has met the required standard of conduct and is, accordingly, entitled to be indemnified. The foregoing statements are subject to the detailed provisions of Section 145 of the General Corporation Law of the State of Delaware.
II-1

Item 16. Exhibits.

Exhibit
Number                           Description of Documents

1.1       Proposed form of Underwriting Agreement relating to the Common Stock,
          the Preferred Stock, the Depositary Shares and the Common Stock
          Warrants.

1.2       Proposed form of Underwriting Agreement relating to the Debt
          Securities and the Debt Security Warrants. Incorporated by reference
          to Exhibit 1.2 to Newmont Mining Corporation's Registration Statement
          on Form S-3/A (File No. 333-87100), filed with the Securities and
          Exchange Commission on June 19, 2002.

3.1       Certificate of Incorporation of Newmont Mining Corporation.
          Incorporated by reference to Appendix F to Newmont Mining
          Corporation's Registration Statement on Form S-4 (File No. 333-76506),
          filed with the Securities and Exchange Commission on January 10, 2002.

3.2       Certificate of Amendment to the Certificate of Incorporation of
          Newmont Mining Corporation. Incorporated by reference to Exhibit 3.4
          to Newmont Mining Corporation's Registration Statement on Form 8-A
          (File No. 001-31240), relating to the registration of its common
          stock, filed with the Securities and Exchange Commission on February
          15, 2002.

3.3       By-Laws of Newmont Mining Corporation. Incorporated by reference to
          Exhibit 3(g) to Newmont Mining Corporation's Annual Report on Form
          10-K for the year ended December 31, 2001.

3.4       Certificate of Elimination of Series A Junior Participating Preferred
          Stock of the Registrant. Incorporated by reference to Exhibit 3.2 to
          the Registrant's Registration Statement on Form 8-A (File No.
          001-31240), relating to the registration of its common stock, filed
          with the Securities and Exchange Commission on February 15, 2002.

3.5       Certificate of Designations of Special Voting Stock of Newmont Mining
          Corporation. Incorporated by reference to Exhibit 3.3 to Newmont
          Mining Corporation's Registration Statement on Form 8-A (File No.
          001-31240), relating to the registration of its common stock, filed
          with the Securities and Exchange Commission on February 15, 2002.

3.6       Certificate of Designations of Series A Junior Participating Preferred
          Stock of Newmont Mining Corporation. Incorporated by reference to
          Exhibit 3.1 to Newmont Mining Corporation's Registration Statement on
          Form 8-A (File No. 001-31240), relating to the registration of its
          preferred stock purchase rights, filed with the Securities and
          Exchange Commission on February 15, 2002.

3.7       Certificate of Designations of $3.25 Convertible Preferred Stock of
          Newmont Mining Corporation. Incorporated by reference to Exhibit 3.6
          to Newmont Mining Corporation's Registration Statement on Form 8-A
          (File No. 001-31240), relating to the registration of its $3.25
          convertible preferred stock, filed with the Securities and Exchange
          Commission on February 15, 2002 (which preferred stock was redeemed in
          full on May 15, 2002).

4.1       Rights Agreement, dated as of February 13, 2002, between Newmont
          Mining Corporation and Mellon Investor Services LLC (which includes
          the form of Certificate of Designations of Series B Junior Preferred
          Stock of Newmont Mining Corporation as Exhibit A, the form of Right
          Certificate as Exhibit B and the Summary of Rights to Purchase
          Preferred Shares as Exhibit C). Incorporated by reference to Exhibit
          4.1 to Newmont Mining Corporation's Registration Statement on Form 8-A
          (File No. 001-31240), relating to the registration of its preferred
          stock purchase rights, filed with the Securities and Exchange
          Commission on February 15, 2002.

4.2       Indenture relating to the Senior Debt Securities, to be dated on or
          about the date of first issuance of Senior Debt Securities thereunder,
          among Newmont Mining Corporation, Newmont USA Limited

                                      II-2	

          and Citibank, N.A., as trustee ("Citibank"), (including the form of
          Senior Debt Securities) (the "Senior Indenture"). Incorporated by
          reference to Exhibit 4.2 to Newmont Mining Corporation's Registration
          Statement on Form S-3/A (File No. 333-87100), filed with the
          Securities and Exchange Commission on April 23 , 2003.

4.3       Indenture relating to the Subordinated Debt Securities, to be dated on
          or about the date of first issuance of Subordinated Debt Securities
          thereunder, among Newmont Mining Corporation, Newmont USA Limited and
          Citibank, N.A., as trustee (including the form of Subordinated Debt
          Securities) (the "Subordinated Indenture"). Incorporated by reference
          to Exhibit 4.3 to Newmont Mining Corporation's Registration Statement
          on Form S-3/A (File No. 333-87100), filed with the Securities and
          Exchange Commission on April 23 , 2003.

4.4       Form of Common Stock Warrant Agreement (including form of Warrant).
          Incorporated by reference to Exhibit 4.15 to Newmont Mining
          Corporation's Registration Statement on Form S-3 (No. 33-54249).

5         Opinion of White & Case LLP.

12.1      Computation of Ratio of Earnings to Fixed Charges for the five year
          period ended December 31, 2002. Incorporated by reference to Exhibit
          12.1 to Newmont Mining Corporation's Annual Report on Form 10-K for
          the year ended December 31, 2002.

12.2      Computation of Ratio of Earnings to Fixed Charges and Preferred Stock
          Dividends for the five year period ended December 31, 2002.
          Incorporated by reference to Exhibit 12.2 to Newmont Mining
          Corporation's Registration Statement on Form S-3/A (File No.
          333-87100) filed with the Securities and Exchange Commission on April
          23, 2003.

12.3      Computation of Ratio of Earnings to Fixed Charges for the nine-month
          period ended September 30, 2003. Incorporated by reference to Exhibit
          12.1 to Newmont Mining Corporation's Quarterly Report on Form 10-Q for
          the quarter ended September 30, 2003 filed on November 3, 2003.

15        Letter re Unaudited Interim Financial Information.

23.1      Consent of PricewaterhouseCoopers LLP re: Annual Report on Form 10-K/A
          for the year ended December 31, 2002.

23.2      Consent of PricewaterhouseCoopers LLP re: Amendment to Annual Report
          on Form 10-K/A for the year ended December 31, 2001 filed on March 20,
          2003.

23.3      Consent of PricewaterhouseCoopers LLP re: Current Report on Form 8-K/A
          filed on April 15, 2003

23.4      Consent of PricewaterhouseCoopers LLP re: Nusa Tengarra Partnership
          V.O.F. -Amendment to Annual Report on Form 10-K/A for the year ended
          December 31, 2002.

23.5      Consent of PricewaterhouseCoopers LLP re: Nusa Tengarra Partnership
          V.O.F. - Amendment to Annual Report on Form 10-K/A for the year ended
          December 31, 2001 filed on March 20, 2003.

23.6      Consent of Deloitte Touche Tohmatsu.

23.7      Consent of White & Case LLP (included in Exhibit 5).

23.8      Consent of Behre Dolbear & Company, Inc.

                                      II-3	

24.1      Power of Attorney of certain officers and directors of Newmont Mining
          Corporation.

24.2      Power of Attorney of certain officers and directors of Newmont USA
          Limited.

25.1      Form T-1 Statement of Eligibility under the Trust Indenture Act of
          1939, as amended, of Citibank, N.A., as Indenture Trustee under the
          Senior Indenture.

25.2      Form T-1 Statement of Eligibility under the Trust Indenture Act of
          1939, as amended, of Citibank, N.A., as Indenture Trustee under the
          Subordinated Indenture.	

Item 17. Undertakings.
The undersigned Registrants hereby undertake:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by one of the Registrants pursuant to
Section 13 or Section 15(d) of the Exchange Act of 1934, as amended, that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and
(4) that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of Newmont Mining's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-4

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by one of the Registrants of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.
II-5

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 22nd day of January, 2004.
NEWMONT MINING CORPORATION

By     /s/ Britt D. Banks
  -------------------------------------
  Britt D. Banks
  Vice President, General Counsel
    and Secretary	

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature                   Title                                            Date
---------                   -----                                            ----

           *
----------------------
    Glen A. Barton             Director                                 January 22, 2004

           *
----------------------
Vincent A. Calarco             Director                                 January 22, 2004

           *
----------------------
  James T. Curry, Jr.          Director                                 January 22, 2004

           *
----------------------
  Joseph P. Flannery           Director                                 January 22, 2004

           *
----------------------
   Michael S. Hamson           Director                                 January 22, 2004

           *                                                            January 22, 2004
----------------------
  Leo I. Higdon, Jr.           Director

           *
----------------------
    Pierre Lassonde            President and Director                   January 22, 2004

           *
----------------------
   Robert J. Miller            Director                                 January 22, 2004

           *                   Chairman of the Board and Chief
----------------------         Executive Officer
    Wayne W. Murdy             (Principal Executive Officer)            January 22, 2004

           *
----------------------
  Robin A. Plumbridge          Director                                 January 22, 2004

           *
----------------------
   John B. Prescott            Director                                 January 22, 2004	

II-6

           *
----------------------
   Michael K. Reilly           Director                                 January 22, 2004

           *
----------------------
   Seymour Schulich            Director                                 January 22, 2004

           *
----------------------
   James V. Taranik            Director                                 January 22, 2004

           *
----------------------
    Bruce D. Hansen            Senior Vice President and Chief          January 22, 2004
                               Financial Officer
                               (Principal Financial Officer)

           *
----------------------
   David W. Peat               Vice President and Global Controller     January 22, 2004
                               (Principal Accounting Officer)

*By /s/ Britt D. Banks
    --------------------------------
        Britt D. Banks
        As Attorney-in-fact	

II-7

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 22nd day of January, 2004
NEWMONT USA LIMITED

By     /s/ Britt D. Banks
  ---------------------------------
  Britt D. Banks
  Vice President, General Counsel
  and Secretary	

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature                               Title                                 Date

   *
-------------------------------
 David H. Francisco                     Chairman of the Board and             January 22, 2004
                                        Director

               *
-------------------------------
    Britt D. Banks                      Vice President, General Counsel,      January 22, 2004
                                        Secretary and Director

               *
-------------------------------
   Bruce D. Hansen                      Director                              January 22, 2004

               *
-------------------------------
   Pierre Lassonde                      Director                              January 22, 2004

              *
-------------------------------
  Richard M. Perry                      President and Director                January 22, 2004
                                        (Principal Executive Officer)

               *
-------------------------------
Thomas P. Mahoney                       Vice President and Treasurer          January 22, 2004
                                        (Principal Financial Officer)

               *                        Vice President and Global Controller  January 22, 2004
-------------------------------         (Principal Accounting Officer)
   David W. Peat

*By  /s/ Britt D. Banks
    -----------------------------
    Britt D. Banks
    As Attorney-in-fact	

II-7

EXHIBIT INDEX

Exhibit
Number                      Description of Documents

1.1       Proposed form of Underwriting Agreement relating to the Common Stock,
          the Preferred Stock, the Depositary Shares and the Common Stock
          Warrants.

1.2       Proposed form of Underwriting Agreement relating to the Debt
          Securities and the Debt Security Warrants. Incorporated by reference
          to Exhibit 1.2 to Newmont Mining Corporation's Registration Statement
          on Form S-3/A (File No. 333-87100), filed with the Securities and
          Exchange Commission on June 19, 2002.

3.1       Certificate of Incorporation of Newmont Mining Corporation.
          Incorporated by reference to Appendix F to Newmont Mining
          Corporation's Registration Statement on Form S-4 (File No. 333-76506),
          filed with the Securities and Exchange Commission on January 10, 2002.

3.2       Certificate of Amendment to the Certificate of Incorporation of
          Newmont Mining Corporation. Incorporated by reference to Exhibit 3.4
          to Newmont Mining Corporation's Registration Statement on Form 8-A
          (File No. 001-31240), relating to the registration of its common
          stock, filed with the Securities and Exchange Commission on February
          15, 2002.

3.3       By-Laws of Newmont Mining Corporation. Incorporated by reference to
          Exhibit 3(g) to Newmont Mining Corporation's Annual Report on Form
          10-K for the year ended December 31, 2001.

3.4       Certificate of Elimination of Series A Junior Participating Preferred
          Stock of the Registrant. Incorporated by reference to Exhibit 3.2 to
          the Registrant's Registration Statement on Form 8-A (File No.
          001-31240), relating to the registration of its common stock, filed
          with the Securities and Exchange Commission on February 15, 2002.

3.5       Certificate of Designations of Special Voting Stock of Newmont Mining
          Corporation. Incorporated by reference to Exhibit 3.3 to Newmont
          Mining Corporation's Registration Statement on Form 8-A (File No.
          001-31240), relating to the registration of its common stock, filed
          with the Securities and Exchange Commission on February 15, 2002.

3.6       Certificate of Designations of Series A Junior Participating Preferred
          Stock of Newmont Mining Corporation. Incorporated by reference to
          Exhibit 3.1 to Newmont Mining Corporation's Registration Statement on
          Form 8-A (File No. 001-31240), relating to the registration of its
          preferred stock purchase rights, filed with the Securities and
          Exchange Commission on February 15, 2002.

3.7       Certificate of Designations of $3.25 Convertible Preferred Stock of
          Newmont Mining Corporation. Incorporated by reference to Exhibit 3.6
          to Newmont Mining Corporation's Registration Statement on Form 8-A
          (File No. 001-31240), relating to the registration of its $3.25
          convertible preferred stock, filed with the Securities and Exchange
          Commission on February 15, 2002 (which preferred stock was redeemed
          in full on May 15, 2002).

4.1       Rights Agreement, dated as of February 13, 2002, between Newmont
          Mining Corporation and Mellon Investor Services LLC (which includes
          the form of Certificate of Designations of Series B Junior Preferred
          Stock of Newmont Mining Corporation as Exhibit A, the form of Right
          Certificate as Exhibit B and the Summary of Rights to Purchase
          Preferred Shares as Exhibit C). Incorporated by reference to Exhibit
          4.1 to Newmont Mining Corporation's Registration Statement on Form 8-A
          (File No. 001-31240), relating to the registration of its preferred
          stock purchase rights, filed with the Securities and Exchange
          Commission on February 15, 2002.

4.2       Indenture relating to the Senior Debt Securities, to be dated on or
          about the date of first issuance of Senior Debt Securities thereunder,
          among Newmont Mining Corporation, Newmont USA Limited	

          and Citibank, N.A., as trustee ("Citibank"), (including the form of
          Senior Debt Securities) (the "Senior Indenture"). Incorporated by
          reference to Exhibit 4.2 to Newmont Mining Corporation's Registration
          Statement on Form S-3/A (File No. 333-87100), filed with the
          Securities and Exchange Commission on April 23, 2003.

4.3       Indenture relating to the Subordinated Debt Securities, to be dated on
          or about the date of first issuance of Subordinated Debt Securities
          thereunder, among Newmont Mining Corporation, Newmont USA Limited and
          Citibank, N.A., as trustee (including the form of Subordinated Debt
          Securities) (the "Subordinated Indenture"). Incorporated by reference
          to Exhibit 4.3 to Newmont Mining Corporation's Registration Statement
          on Form S-3/A (File No. 333-87100), filed with the Securities and
          Exchange Commission on April 23, 2003.

4.4       Form of Common Stock Warrant Agreement (including form of Warrant).
          Incorporated by reference to Exhibit 4.15 to Newmont Mining
          Corporation's Registration Statement on Form S-3 (No. 33-54249).

5         Opinion of White & Case LLP.

12.1      Computation of Ratio of Earnings to Fixed Charges for the five year
          period ended December 31, 2002. Incorporated by reference to Exhibit
          12.1 to Newmont Mining Corporation's Annual Report on Form 10-K for
          the year ended December 31, 2002.

12.2      Computation of Ratio of Earnings to Fixed Charges and Preferred Stock
          Dividends for the five year period ended December 31, 2002.
          Incorporated by reference to Exhibit 12.2 to Newmont Mining
          Corporation's Registration Statement on Form S-3/A (File No.
          333-87100) filed with the Securities and Exchange Commission on April
          23, 2003.

12.3      Computation of Ratio of Earnings to Fixed Charges for the nine-month
          period ended September 30, 2003. Incorporated by reference to Exhibit
          12.1 to Newmont Mining Corporation's Quarterly Report on Form 10-Q for
          the quarter ended September 30, 2003 filed on November 3, 2003.

15        Letter re Unaudited Interim Financial Information.

23.1      Consent of PricewaterhouseCoopers LLP re: Annual Report on Form 10-K/A
          for the year ended December 31, 2002.

23.2      Consent of PricewaterhouseCoopers LLP re: Amendment to Annual Report
          on Form 10-K/A for the year ended December 31, 2001 filed on March 20,
          2003.

23.3      Consent of PricewaterhouseCoopers LLP re: Current Report on Form 8-K/A
          filed on April 15, 2003

23.4      Consent of PricewaterhouseCoopers LLP re: Nusa Tengarra Partnership
          V.O.F. -Amendment to Annual Report on Form 10-K/A for the year ended
          December 31, 2002.

23.5      Consent of PricewaterhouseCoopers LLP re: Nusa Tengarra Partnership
          V.O.F. - Amendment to Annual Report on Form 10-K/A for the year ended
          December 31, 2001 filed on March 20, 2003.

23.6      Consent of Deloitte Touche Tohmatsu.

23.7      Consent of White & Case LLP (included in Exhibit 5).

23.8      Consent of Behre Dolbear & Company, Inc.	

24.1      Power of Attorney of certain officers and directors of Newmont Mining
          Corporation.

24.2      Power of Attorney of certain officers and directors of Newmont USA
          Limited.

25.1      Form T-1 Statement of Eligibility under the Trust Indenture Act of
          1939, as amended, of Citibank, N.A., as Indenture Trustee under the
          Senior Indenture.

25.2      Form T-1 Statement of Eligibility under the Trust Indenture Act of
          1939, as amended, of Citibank, N.A., as Indenture Trustee under the
          Subordinated Indenture.	

NEWMONT MINING CORPORATION
Equity Securities
Underwriting Agreement
----------,-----
Ladies and Gentlemen:
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"), for whom you are acting as representatives (the "Representatives") 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".
Each Common Share issued pursuant to a Terms Agreement referred to in
Section 3, upon conversion of Preferred Shares or Depositary Shares or upon exercise of a Warrant will include one preferred share purchase right (the "Junior Preferred Rights") entitling the holder thereof to purchase, under certain circumstances, one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $1.60 per share, of the Company, subject to adjustment. The Junior Preferred Rights are to be issued pursuant to a Rights Agreement dated as of February 13, 2002, between the Company and Mellon Investor Services LLC, as rights agent.
Preferred Shares issued pursuant to the Terms Agreement referred to in
Section 3 will be issued in accordance with a Certificate of Designations as specified in such Terms Agreement (the "Certificate of Designations"). Depositary Shares issued pursuant to the Terms

Agreement referred to in Section 3 will be issued under a Deposit Agreement (the "Deposit Agreement") between the Company and a bank or trust company selected by the Company as specified in such Terms Agreement (the "Depositary"). Warrants issued pursuant to the Terms Agreement referred to in Section 3 will be issued under a Warrant Agreement (the "Warrant Agreement") between a bank or trust company selected by the Company as specified in such Terms Agreement (the "Warrant Agent").
Any reference in this Agreement to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such preliminary prospectus or the Prospectus, as the case may be, and any reference to "amend", "amendment" or "supplement" with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein.
2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each Underwriter that:
(a) Registration Statement and Prospectus. (i) The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), a registration statement (File No. 333- ), including a prospectus, relating to the Securities, and has been declared effective by the Commission. 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 the 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 under the Securities Act (the "Rules and Regulations"), and including any prospectus used to offer the Offered Securities[ in any other jurisdiction other than Canada], is hereinafter referred to as the "Prospectus".
[(ii) Canadian Prospectus. The Company meets the requirements of the securities legislation and the rules and regulations made thereunder, as amended, in each of the provinces of Canada other than Quebec (the "Qualifying Provinces") and the published policy statements of the securities regulatory authority in each of the Qualifying Provinces (the "Canadian Qualifying Authorities"), including National Instrument 71-101 The Multijurisdictional Disclosure System ("NI 71-101") and Companion Policy 71-101CP (collectively, the "Canadian Securities Laws"), for use of a Multijurisdictional Disclosure System ("MJDS") shelf prospectus with respect to the Securities, has filed with the Canadian Qualifying Authorities, designating the Ontario Securities Commission (the "OSC") as the principal jurisdiction, a preliminary MJDS shelf prospectus, a final MJDS shelf prospectus and an amended and restated final MJDS shelf prospectus in respect of the Securities and has also filed with the Canadian Qualifying Authorities a submission to jurisdiction and appointment of agent for service of process

on Form 71-101F1, and has been issued a preliminary receipt by the OSC on behalf of the Canadian Qualifying Authorities for such preliminary MJDS shelf prospectus, a final receipt by the OSC on behalf of the Canadian Qualifying Authorities for such final MJDS shelf prospectus and a receipt by the OSC on behalf of the Canadian Qualifying Authorities for such amended and restated final MJDS shelf prospectus and any amendments thereto, in the forms of such preliminary, final and amended and restated MJDS shelf prospectuses previously delivered, along with any documents (including any preliminary form of prospectus supplement) filed in connection therewith and all documents incorporated by reference therein, to the Representatives for each of the Underwriters; no other document with respect to such MJDS shelf prospectus and no amendment thereto or document incorporated by reference therein has previously been filed or transmitted for filing with a Canadian Qualifying Authority; and no order having the effect of preventing or suspending the use of any prospectus or prospectus supplement relating to the Securities has been issued and no proceeding for that purpose has been initiated or threatened by a Canadian Qualifying Authority (such amended and restated MJDS shelf prospectus, including any amendments to the form of prospectus for which a final receipt was issued by the OSC on behalf of the Canadian Qualifying Authorities and the documents incorporated by reference therein, are hereinafter called, collectively, the "Canadian Prospectus"; and any reference to the Canadian Prospectus as amended or supplemented shall be deemed to refer to the Canadian Prospectus as amended or supplemented in relation to the Offered Securities in the form in which it is first filed with the Canadian Qualifying Authorities pursuant to Canadian Securities Laws).] *
(b) Effectiveness; Compliance. [(i)] No order suspending the effectiveness of the Registration Statement has been issued by the Commission and, to the knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission. On the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied in all material respects to the requirements of the Securities 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 Securities Act, 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 made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter specifically for use therein.
[(ii) On the date of issuance of the final receipt for the Canadian Prospectus, the Canadian Prospectus complied in all material respects with Canadian Securities Laws

* Unless otherwise indicted, throughout this Agreement include bracketed and italicized language only if Canadian offering is contemplated. Otherwise, delete.

and did not include any untrue statement of a material fact or omit to a state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, and on the date of the Terms Agreement referred to in
Section 3, the Canadian Prospectus will conform in all material respects to the requirements of Canadian Securities Laws, and such document will 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 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 made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Canadian Prospectus or any amendment or supplement thereto.]
(c) Incorporated Documents. Each document filed by the Company pursuant to the Exchange Act incorporated by reference in the Prospectus complied when so filed in all material respects with the Exchange Act, and each document, if any, hereafter so 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), when such documents are filed with the Commission will comply in all material respects with the Exchange Act and the rules and regulations thereunder.
(d) Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its subsidiaries taken as a whole as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby.
(e) No Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, and except in each case as otherwise disclosed in or contemplated by the Registration Statement and the Prospectus (i) there has not been any change in the capital stock (other than as a result of the exercise of outstanding stock options or warrants or other convertible securities of the Company), increase in long-term debt of the Company and its subsidiaries that is material to the Company and its subsidiaries taken as a whole, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock of the Company or Newmont Mining Corporation of Canada Limited [(except for dividends declared on __________, _____ to be paid on _________, _____)], or any material

adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders' equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.
(f) Organization and Good Standing. The Company and each of its Significant Subsidiaries, as defined in Rule 1-02 of Regulation S-X (the "Significant Subsidiaries"), have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, stockholders' equity, results of operations or prospects of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect").
(g) Capitalization. All the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options, other than this Agreement; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except as described in Schedule 2(g) hereto.
(h) Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement and the Terms Agreement (collectively, the "Transaction Documents") and to perform its obligations hereunder and thereunder.

(i) Underwriting Agreement. Each of the Transaction Documents has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, subject as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, or other laws affecting creditors' rights generally, from time to time in effect and to general principles of equity and except as to the provisions with respect to indemnification or contribution may be limited by applicable law, regulation or public policy;
(j) The Securities. The Offered Securities to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Prospectus; and the issuance of the Offered Securities is not subject to any preemptive or similar rights;
(k) No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.
(l) No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Offered Securities and the consummation of the transactions contemplated by the Transaction Documents will not (i) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries, (ii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries except in the case of clauses (ii) and (iii), any conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect.
(m) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or

regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Offered Securities and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Offered Securities under the Securities Act, [the qualification of the Offered Securities for distribution by prospectus under Canadian Securities Laws] and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state or other securities laws of any jurisdictions in connection with the purchase and distribution of the Offered Securities by the Underwriters and such approvals as have been obtained.
(n) Independent Accountants. PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants with respect to the Company and its subsidiaries as required by the Securities Act.
(o) Compliance With Environmental Laws. The Company and its subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, "Environmental Laws"); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in any such case for any such failure to comply, or failure to receive required permits, licenses or approvals, or liability as would not, individually or in the aggregate, have a Material Adverse Effect.
(p) Accounting Controls. The Company and its subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(q) No Broker's Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or any Underwriter for a brokerage commission, finder's fee or like payment in connection with the offering and sale of the Offered Securities.
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 and the Canadian 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.
4. Certain Agreements of the Company. The Company covenants and agrees with each of the several Underwriters 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). The Company will file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below); and the Company will furnish copies of the Prospectus to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of the Terms Agreement or as promptly as practicable thereafter in such quantities as the Representatives may reasonably request. [The Company will file the Canadian Prospectus with the Canadian Qualifying Authorities in accordance with NI 71-101 and furnish copies of the Canadian Prospectus to the Canadian affiliates of the Underwriters in Toronto prior to 10:00 A.M., Toronto time, on the business day next succeeding the date of the Terms Agreement or as promptly as practicable thereafter in such quantities as the Representatives may reasonably request.]
(b) The Company will deliver, without charge to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period, as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) as the Representatives may reasonably request. As used herein, the term "Prospectus Delivery Period" means such period of time after the first date of the public offering of the Offered Securities that a prospectus relating to the Offered Securities is required by law to be delivered in connection with sales of the Offered Securities by any Underwriter or dealer.
(c) During the Prospectus Delivery Period, the Company will advise the Representatives promptly, and confirm such advice in writing, (i) of any proposal to amend or supplement the Registration Statement or the Prospectus [or the Canadian Prospectus] and will not file any such proposed amendment or supplement to which the Representatives reasonably object,
(ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus [or Canadian Prospectus] or any amendment to the Prospectus [or Canadian Prospectus] has been filed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus [or any request by the Canadian Qualifying Authorities for amendment or supplement to the Canadian Prospectus] or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission [or the Canadian Qualifying Authorities] for any additional information; (v) of the issuance by the Commission [or a Canadian Qualifying Authorities] of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any preliminary prospectus or the Prospectus [or the Canadian Prospectus] or the initiation or threatening of any proceeding for that purpose; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Offered Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or

suspending the use of any preliminary prospectus or the Prospectus or Canadian Prospectus or suspending any such qualification of the Offered Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.
(d) If during the Prospectus Delivery Period (i) any event shall occur as a result of which the Prospectus [or Canadian Prospectus] as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they were made not misleading or (ii) it is necessary to amend or supplement the Prospectus [or Canadian Prospectus] to comply with the Securities Act, the Company promptly will notify the Representatives thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission [or Qualifying Canadian Authorities, as applicable,] and furnish to the Representatives and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus [and Canadian Prospectus] as 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.
(e) The Company will make generally available to its security holders and the Representatives as soon as practicable, an earnings statement of the Company and its subsidiaries that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the "effective date" (as defined in Rule 158) of the Registration Statement.
(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 Securities Act [and qualification of the Securities for distribution by prospectus under Canadian Securities Laws ] 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 Canadian Prospectus] 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**; (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

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

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; (xi) expenses incurred by the Company in connection with any "road show" presentation to potential investors; and (xii) 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 they incur 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 offer and sale under the securities and Blue Sky laws of such jurisdictions as the Representatives reasonably designate and will continue such qualifications in effect so long as required for the distribution of the Offered Securities; 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.***
(i) The Company will apply the net proceeds from the sale of the Offered Securities as described in the Prospectus under the heading "Use of Proceeds".
(j) The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Offered Securities.
(k) The Company will use its reasonable efforts to list, subject to notice of issuance, the Offered Securities on the [insert any applicable stock exchange or exchanges].
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 written statements of Company officers made pursuant to the provisions hereof, to the performance by

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

the Company of its covenants and other 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 [reasonably] satisfactory to the Representatives.
(b) The Prospectus shall have been timely filed with the Commission in accordance with the Securities Act and Section 4(a) of this Agreement. [The Canadian Prospectus shall have been timely filed with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws and
Section 4(a) of this Agreement.] No stop order suspending the effectiveness of the Registration Statement or of any part thereof [or the use of the Canadian Prospectus] shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company, threatened by the Commission [or a Canadian Qualifying Authority].
(c) Subsequent to the execution and delivery of the Terms Agreement, there shall not have occurred (i) any downgrading in the rating accorded any senior debt securities of the Company by any "nationally recognized statistical rating organization" (as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 of such rating); or (ii) any event or condition of a type described in Section 2(e) hereof, which event or condition is not described in the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Offered Securities on the Firm Closing Date or the Option Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Prospectus and the Canadian Prospectus.
(d) The Representatives shall have received on and as of the Firm Closing Date or the Option Closing Date, as the case may be, a certificate of the Chairman of the Board of Directors and Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President or any Vice President and the Chief Financial Officer or Chief Accounting Officer of the Company in which such officers, to their knowledge, shall confirm
(i) that such officers have carefully reviewed the Registration Statement, the Prospectus and the Canadian Prospectus and, to the knowledge of such officers, the representations and warranties of the Company in this Agreement are true and correct and 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 such Closing Date, (ii) no downgrading in the rating accorded any senior debt securities of the Company by any "nationally recognized statistical rating organization" (as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities 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 of such rating) has occurred; and (ii) to the effect set forth in paragraph (b) above.

(e) The Representatives shall have received an opinion, dated the Firm Closing Date or the Option Closing Date, as the case may be, of White & Case LLP, counsel for the Company, to the effect (to the extent applicable to the Offered Securities):
(i) Each of the Company and Newmont USA Limited has been duly incorporated and is an existing corporation in good standing under the laws 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 fully paid and non-assessable; and the issuance of such Common Shares is not subject to the preemptive rights of any stockholder of the Company;
(iv) If the Offered Securities are Preferred Shares or Depositary Shares, the Preferred Shares have been duly authorized and validly issued and, when countersigned by the transfer agent therefor and, if applicable, when deposited pursuant to the Deposit Agreement against issuance of Depositary Shares and when the Preferred Shares or the Depositary Shares, as the case may be, are sold to the Underwriters against payment therefor pursuant to this Agreement and the Terms Agreement, will be validly issued, fully paid and non-assessable; and the issuance and, if applicable, deposit of such Preferred Shares is not subject to the preemptive rights of any stockholder of the Company;
(v) If the Offered Securities are Depositary Shares, the depositary receipts (the "Depositary Receipts"), when issued and delivered pursuant to the Deposit Agreement and this Agreement and the Terms Agreement, will entitle the holders thereof to the rights specified in such Depositary Receipts and in the Deposit Agreement;
(vi) If the Offered Securities are Preferred Shares or Depositary Shares, the Certificate of Designations of the Company creating the Preferred Shares has been duly filed with the Secretary of State of Delaware and with all other offices where such filing is required;
(vii) If the Offered Securities are Depositary Shares, the Deposit Agreement has been duly authorized, executed and delivered by the Company, and the Deposit Agreement constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency,

reorganization, or other similar laws affecting the enforcement of creditors' rights generally, or by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law);
(viii) If the Offered Securities are Preferred Shares that are convertible into Common Shares, or Depositary Shares evidencing fractions of such Preferred Shares, the Common Shares have been duly authorized and reserved for issuance by the Company upon conversion of the Preferred Shares, and when so issued and countersigned by the transfer agent therefor, will be validly issued, fully paid and non-assessable; and the issuance of such Common Shares will not be subject to the preemptive rights of any stockholder of the Company;
(ix) If the Offered Securities are Warrants, the Warrants have been duly authorized, executed and delivered by the Company and, when counter-signed 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, 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) The Company has full corporate power and authority to authorize, issue and sell the Offered Securities as contemplated by the Terms Agreement (including the provisions of this Agreement) and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction

Documents and the consummation of the transactions contemplated thereby have been duly and validly taken.
(xiv) Each of the Transaction Documents has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or by equitable principles relating to enforceability and as rights to indemnity and contribution may be limited by United States federal or state securities laws or public policy.
(xv) 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 Securities Act and such as may be required under state securities or Blue Sky laws (as to which such counsel need express no opinion);
(xvi) 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 Certificate of Incorporation, as amended, 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 Securities Act and under applicable state securities or Blue Sky laws as to which such counsel need express no opinion);
(xvii) The Registration Statement was declared effective under the Securities Act as of the date and time specified in such opinion; the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such opinion on the date specified therein; and no order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or, to the knowledge of such counsel, threatened by the Commission; and
(xviii) 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 Securities 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.
(f) The Representatives shall have received an opinion, dated the Firm Closing Date or the Option Closing Date, as the case may be, from Britt D. Banks, Esq., Vice President and General Counsel of the Company (subject to customary qualifications furnished to the Representatives), to the effect that:
(i) The Company and each of the Significant Subsidiaries has been duly incorporated and is an existing corporation in good standing in its jurisdiction of organization and has been duly qualified to do business and is in good standing as a foreign corporation in all jurisdictions in which its ownership of property or the conduct of its business requires such qualification (except where the failure to so qualify would not have a Material Adverse Effect), and has all power and authority necessary to own its properties and conduct the business in which it is engaged as described in the Prospectus;
(ii) The execution, delivery and performance of the Terms Agreement (including the provisions of this Agreement), any Warrant Agreement and any Deposit Agreement and the issuance and sale of the Offered Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under any order, rule or regulation applicable to the Company or any of its subsidiaries of which such counsel is aware of any court or governmental agency or body having jurisdiction over the Company or any of its material properties or, any material agreement or instrument to which the Company or any material subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of 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, which breach or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;
(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) To the knowledge of such counsel, except as described in the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject which, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; and to the knowledge of such counsel, and except as described in the Prospectus, no such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others.
(v) 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 need 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 thereunder; and nothing has come to such counsel's attention that 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;
(vi) Nothing has come to such counsel's attention that 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
(vii) 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; and, to the knowledge of such counsel, (A) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the

Prospectus and that are not so described and (B) there are no statutes, regulations or contracts and other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Prospectus and that have not been so filed or described.
(g) The Offered Securities to be delivered on the Firm Closing Date or Option Closing Date, as the case may be, shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance.
(h) 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 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.
(k) On or prior to the Firm Closing Date or the Option Closing Date, as the case may be, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request
All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters. 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 agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and 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 a material fact contained in the Registration Statement, the Prospectus (or any amendment or supplement thereto), [the Canadian Prospectus (or any amendment or supplement thereto)] or any related preliminary prospectus or preliminary prospectus supplement, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the light of the circumstances under which they were made) not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished to the Company in writing by any Underwriter specifically for use therein; provided, that with respect to any such untrue statement in or omission from any preliminary prospectus or preliminary prospectus supplement, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Underwriter to the extent that such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both
(i) to the extent required by applicable law, a copy of the Prospectus [or the Canadian Prospectus] was not sent or given to such person

at or prior to the written confirmation of the sale of such Offered Securities to such person and (ii) the untrue statement in or omission from such preliminary prospectus was corrected in the Prospectus [or the Canadian Prospectus] unless, in either case, such failure to deliver the Prospectus [or the Canadian Prospectus] was a result of non-compliance by the Company with the provisions of Section 4 hereof.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission 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 made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing specifically for use therein.
(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the "Indemnified Person") shall promptly notify the person against whom such indemnification may be sought (the "Indemnifying Person") in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 6 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 6. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 6 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying

Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable(other than as a result of the proviso contained in paragraph (a)) to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Offered Securities bear to the total underwriting discounts and commissions received by the Underwriters in connection therewith. The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
(e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d)

above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities (or actions in respect thereof) referred to in paragraph (d) above shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 6, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Offered Securities exceeds the amount of any damages that 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 Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to paragraph (d) are several in proportion to their respective purchase obligations hereunder and not joint.
(f) 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. Termination. This Agreement and the Terms Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and the Terms Agreement and prior to the Firm Closing Date or, in the case of the Option Securities, prior to the Option Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Offered Securities on the Firm Closing Date or the Option Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Terms Agreement and the Prospectus.
8. 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 the Canadian Prospectus as amended or supplemented,] or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement[,][or] the Prospectus [or the Canadian 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 paragraph (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 paragraph (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 paragraph (b) above, or if the Company shall not exercise the right described in paragraph (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.
9. 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 8 or the occurrence of any event specified in clause (ii)(iv) or (v) of Section 5(d), 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.
10. 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.
11. 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 merely by reason of such purchase.
12. Representatives. In all dealings under any Terms Agreement and hereunder, the Representatives 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.
13. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day on which the Commission's offices in Washington, D.C. are open for business; and (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act.
14. Time of Essence. Time shall be of the essence of each Terms Agreement.
15. GOVERNING LAW. THIS AGREEMENT AND EACH TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. 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 (which may include counterparts delivered by any standard form of telecommunication), each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
17. Amendments or Waivers. No amendment or waiver of any provision of this Agreement or each Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
18. Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or each Terms Agreement.

If the foregoing is in accordance with your understanding, please sign and return five counterparts hereof.
Very truly yours,
NEWMONT MINING CORPORATION
By___________________________
Name:
Title:
Accepted as of the date hereof:
By:

Authorized Signatory

ANNEX 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 price as shall be applicable to the Firm Securities. The option hereby granted will

ANNEX 1
Page 2
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

SCHEDULE I

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

Total . . . . . . . . . . . . . . . . . . . . . . . .

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 Junior Participating Preferred Stock and any series of Preferred Stock which by its

SCHEDULE II
Page 2
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]
[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]

SCHEDULE II
Page 3
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.]
Firm Closing Date:
[Time and date], ____

SCHEDULE II
Page 4
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 to the exchange of options granted under its employee stock option and restricted stock plans or its directors' stock plan, (3) pursuant to the exercise of warrants outstanding on the date hereof, (4) pursuant to the exchange of exchangeable shares outstanding on the date hereof, (5) pursuant arrangements made with respect to any person who becomes an employee of the Company, (6) pursuant to the Junior Preferred Rights and (7) pursuant to proposed acquisitions and other transactions described in [insert applicable Exchange Act report/Prospectus]] [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](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.

[Letterhead of White & Case LLP]
January 23, 2004
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), in the form in which it is to be filed today by Newmont Mining Corporation, a Delaware corporation (the "Company"), and Newmont USA Limited, a Delaware corporation ("Newmont USA"), with the Securities and Exchange Commission (the "Commission") relating to (i) shares of common stock, par value $1.60 per share, of the Company (the "Common Shares"), together with preferred stock purchase rights (the "Rights") which, prior to the occurrence of certain events, will not be exercisable or evidenced separately from the Common Shares, (ii) shares of preferred stock, par value $5.00 per share, of the Company (the "Preferred Shares"), which may or may not be convertible into Common Shares, (iii) warrants to purchase Common Shares (the "Common Stock Warrants"), (iv) debt securities consisting of debentures, notes or other evidences of indebtedness representing unsecured, unsubordinated obligations of the Company (the "Senior Debt Securities") guaranteed by Newmont USA Limited ("Newmont USA") pursuant to one or more guarantees (the "Senior Guarantees"), which Senior Debt Securities may or may not be convertible into Common Shares, (v) debt securities consisting of debentures, notes or other evidences of indebtedness representing unsecured, subordinated obligations of the Company (the "Subordinated Debt Securities" and together with the Senior Debt Securities, the "Debt Securities") guaranteed by Newmont USA pursuant to one or more guarantees (the "Subordinated Guarantees", and together with the Senior Guarantees the "Guarantees"), which Subordinated Debt Securities may or may not be convertible into Common Shares and (vi) warrants to purchase Debt Securities (the "Debt Warrants"). The Common Shares, the Preferred Shares, the Common Stock Warrants, the Senior Debt Securities, the Subordinated Debt Securities, the Guarantees and the Debt Warrants are collectively referred to herein as the "Securities". The Securities are being registered for offering and sale from time to time pursuant to Rule 415 under the Securities Act. The aggregate public offering price of the Securities being registered pursuant to the Registration Statement is $1,000,000,000.
The Rights will be issued pursuant to a Rights Agreement, dated as of February 13, 2002, between the Company and Mellon Investor Services LLC, as rights agent, filed as Exhibit 4.1 to the Registration Statement. The Common Stock Warrants are to be issued pursuant to the terms of a Warrant Agreement (the "Common Stock Warrant Agreement"), in the form filed as

Newmont Mining Corporation
Page 2
Exhibit 4.4 to the Registration Statement, between the Company and a bank or trust company to be named by the Company (the "Common Stock Warrant Agent").
The Senior Debt Securities and the Senior Guarantees are to be issued pursuant to an Indenture (the "Senior Debt Indenture"), to be dated on or about the date of first issuance of the Senior Debt Securities thereunder, among the Company, Newmont USA, as guarantor, and Citibank, N.A., as trustee (the "Senior Debt Trustee"), filed as Exhibit 4.2 to the Registration Statement. The Subordinated Debt Securities and the Subordinated Guarantees are to be issued pursuant to an Indenture (the "Subordinated Debt Indenture"), to be dated on or about the date of the first issuance of Subordinated Debt Securities thereunder, between the Company, Newmont USA, as guarantor, and Citibank, N.A., as trustee (the Subordinated Debt Trustee"), filed as Exhibit 4.3 to the Registration Statement. The Debt Warrants are to be issued pursuant to the terms of a Warrant Agreement (the "Debt Warrant Agreement") between the Company and a bank or trust company to be named by the Company (the "Debt Warrant Agent").
Based upon our examination of such documents, certificates, records, authorizations and proceedings as we have deemed relevant, it is our opinion that:
1. With respect to the Common Shares, when (i) the issuance of the Common Shares has been duly authorized by appropriate corporate action and (ii) the certificates for the Common Shares have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered to the purchasers thereof against payment therefor, (x) the Common Shares will be validly issued, fully paid and nonassessable and (y) the Rights, if any, included with the Common Shares will be duly authorized and validly issued.
2. With respect to the Preferred Shares, when (i) the issuance of the Preferred Shares has been duly authorized by appropriate corporate action, (ii) the Certificate of Designations establishing the terms of the Preferred Shares has been duly approved by appropriate corporate action, duly executed by the Company and filed with the Secretary of State of the State of Delaware, (iii) the certificates for the Preferred Shares have been duly executed by the Company, countersigned by the transfer agent therefor and delivered to the purchasers thereof against payment therefor, and (iv) if the Preferred Shares are convertible into Common Shares, (x) the issuance of such Common Shares has been duly authorized by appropriate corporate action, (y) the Preferred Shares are presented for conversion in accordance with the terms thereof and (z) the certificates for such Common Shares have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered upon such conversion to the persons entitled thereto in accordance with the terms of such Preferred Shares, (a) the Preferred Shares will be validly issued, fully paid and nonassessable and (b) if the Preferred Shares are convertible into Common Shares, the Common Shares issuable upon conversion of the Preferred Shares will be validly issued, fully paid and nonassessable and the Rights, if any, included with the Common Shares will be duly authorized and validly issued.

Newmont Mining Corporation
Page 3
3. With respect to the Common Stock Warrants, when (i) the execution of the Common Stock Warrant Agreement pursuant to which the Common Stock Warrants are to be issued has been duly authorized by the Company and the Common Stock Warrant Agent, (ii) the Common Stock Warrant Agreement pursuant to which the Common Stock Warrants are to be issued has been duly executed and delivered by the Company and the Common Stock Warrant Agent, (iii) the issuance of the Common Stock Warrants, and the issuance of the Common Shares issuable upon exercise of the Common Stock Warrants, have been duly authorized by appropriate corporate action, (iv) the certificates representing the Common Stock Warrants have been duly executed by the Company and countersigned by the Common Stock Warrant Agent in accordance with the provisions of the Common Stock Warrant Agreement and duly delivered to the purchasers thereof against payment therefor, (v) the Common Stock Warrants are duly exercised, and the exercise price therefor paid, in accordance with the terms of the Common Stock Warrants and the Common Stock Warrant Agreement, and (vi) the certificates for the Common Shares issuable upon exercise of the Common Stock Warrants have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered to the persons entitled thereto upon such exercise, (x) the Common Stock Warrants will be valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors generally and general principles of equity (whether applied by a court of law or equity) and (y) the Common Shares issued upon exercise of the Common Stock Warrants will be validly issued, fully paid and nonassessable and the Rights, if any, included with the Common Shares will be duly authorized and validly issued.
4. When (i) the execution of the Senior Debt Indenture has been duly authorized by the Company, Newmont USA and the Senior Debt Trustee by appropriate corporate action, (ii) the Senior Debt Indenture, in the form filed as an exhibit to the Registration Statement, has been duly executed and delivered by the Company, Newmont USA and the Senior Debt Trustee, (iii) the issuance of the Senior Debt Securities and the related Senior Guarantees and approval of the final terms thereof have been duly authorized by the Company and Newmont USA, as the case may be, by appropriate corporate action, (iv) the Senior Debt Securities and the related Senior Guarantees endorsed thereon, in the respective forms included in the Senior Debt Indenture filed as an exhibit to the Registration Statement (with such changes or additions as permitted in the Senior Debt Indenture), have been duly executed and delivered by the Company and Newmont USA, as the case may be, and the Senior Debt Securities have been authenticated by the Senior Debt Trustee pursuant to the Senior Debt Indenture and delivered and paid for and (v) if the Senior Debt Securities are convertible into Common Shares, (x) the issuance of such Common Shares has been duly authorized by appropriate corporate action, (y) the Senior Debt Securities are presented for conversion in accordance with the terms thereof and (z) the certificates for such Common Shares have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered upon such conversion to the persons entitled thereto in accordance with the terms of such Senior Debt Securities, (a) the Senior Debt Securities will constitute valid and legally binding obligations of the Company under the laws of the State of New York,

Newmont Mining corporation
Page 4
enforceable in accordance with their terms, subject to bankruptcy,insolvency, reorganization or other similar laws affecting the rights of creditors generally and general principles of equity (whether applied by a court of law or equity),
(b) the Senior Guarantees will be valid and legally binding obligations of Newmont USA, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, or other similar laws affecting the rights of creditors generally and general principles of equity (whether applied by a court of law or equity); provided, however, that no opinion is given with respect to U.S. federal or state laws dealing with fraudulent conveyances, and (c) if the Senior Debt Securities are convertible into Common Shares, the Common Shares issuable upon conversion of the Senior Debt Securities will be validly issued, fully paid and nonassessable and the Rights, if any, included with the Common Shares will be duly authorized and validly issued.
5. When (i) the execution of the Subordinated Debt Indenture has been duly authorized by the Company, Newmont USA and the Subordinate Debt Trustee by appropriate corporate action, (ii) the Subordinated Debt Indenture, in the form filed as an exhibit to the Registration Statement, has been duly executed and delivered by the Company, Newmont USA and the Subordinated Debt Trustee, (iii) the issuance of the Subordinated Debt Securities and the related Subordinated Guarantees and approval of the final terms thereof have been duly authorized by the Company and Newmont USA, as the case may be, by appropriate corporate action, (iv) the Subordinated Debt Securities and the related Subordinated Guarantees endorsed thereon, in the respective forms included in the Subordinated Debt Indenture filed as an exhibit to the Registration Statement (with such changes or additions as permitted in the Subordinated Debt Indenture), have been duly executed and delivered by the Company and Newmont USA, as the case may be, and the Subordinated Debt Securities have been authenticated by the Subordinated Debt Trustee pursuant to the Subordinated Debt Indenture, and delivered and paid for and (v) if the Subordinated Debt Securities are convertible into Common Shares, (x) the issuance of such Common Shares has been duly authorized by appropriate corporate action, (y) the Subordinated Debt Securities are presented for conversion in accordance with the terms thereof and (z) the certificates for such Common Shares have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered upon such conversion to the persons entitled thereto in accordance with the terms of such Subordinated Debt Securities, (a) the Subordinated Debt Securities will constitute valid and legally binding obligations of the Company under the laws of the State of New York, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors generally and general principles of equity (whether applied by a court of law or equity), (b) the Subordinated Guarantees will be valid and legally binding obligations of Newmont USA enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization or other similar laws affecting the rights of creditors generally and general principles of equity (whether applied by a court of law or equity); provided, however, that no opinion is given with respect to U.S. federal or state laws dealing with fraudulent conveyances, and (c) if the Subordinated Debt Securities are convertible into Common Shares, the Common Shares issuable upon conversion of the Subordinated Debt Securities will be validly issued, fully paid and

Newmont Mining Corporation
Page 5
nonassessable and the Rights, if any, included with the Common Shares will be duly authorized and validly issued.
6. With respect to the Debt Warrants, when (i) the Debt Warrant Agreement pursuant to which the Debt Warrants are to be issued has been duly authorized, executed and delivered by the Company and the Debt Warrant Agent, (ii) the issuance of the Debt Warrants and the issuance of the Debt Securities, and the related Guarantees endorsed thereon, issuable upon exercise of the Debt Warrants have been duly authorized by the Company and Newmont USA, as the case may be, by appropriate corporate action, (iii) the certificates representing the Debt Warrants have been duly executed by the Company and countersigned by the Debt Warrant Agent in accordance with the provisions of the Debt Warrant Agreement and duly delivered to the purchasers thereof against payment therefor, (iv) the Debt Warrants are duly exercised, and the exercise price therefor paid, in accordance with the terms of the Debt Warrants and the Debt Warrant Agreement,
(v) the Senior Debt Indenture or the Subordinated Debt Indenture, as the case may be, has been duly authorized, executed and delivered by the Company, Newmont USA and the Senior Trustee or the Subordinated Trustee, as the case may be, and
(vi) the Debt Securities, and the related Guarantees endorsed thereon, issuable upon exercise of the Debt Warrants have been duly executed and delivered by the Company and Newmont USA, as the case may be, and such Debt Securities have been authenticated by the Senior Trustee or the Subordinated Trustee, as the case may be, pursuant to the Senior Debt Indenture or the Subordinated Debt Indenture, as the case may be, and delivered in accordance with the terms of the Debt Warrants and the Debt Warrant Agreement, (x) the Debt Warrants will be valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization or other similar lawsaffecting the rights of creditors generally and general principles of equity (whether applied by a court of law or equity), and (y) the Debt Securities and related Guarantees issued upon exercise of the Debt Warrants will constitute valid and legally binding obligations of the Company and Newmont USA, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, or other similar laws affecting rights of creditors generally and general principles of equity (whether applied by a court of law or equity); provided, however, that no opinion is given with respect to U.S. federal or state laws dealing with fraudulent conveyances.

Newmont Mining Corporation
Page 6
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption "Legal Opinion" in the Prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,

/s/White & Case LLP	

MSB:KIR:JKG

Exhibit 15
[Letterhead of Deloitte Touche Tohmastu]
January 22, 2004
The Directors
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
UNITED STATES OF AMERICA
Dear Sirs
We have made a review, in accordance with Australian Auditing Standards applicable to review engagements, of the unaudited interim financial information of Normandy Mining Limited as of December 31, 2001 and 2000 and for the six month periods then ended, as indicated in our report dated February 5, 2002; because we did not perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which was incorporated by reference in your Current Report on Form 8-K dated March 1, 2002, as amended, is being incorporated by reference in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.
Yours faithfully
DELOITTE TOUCHE TOHMATSU

/s/ Timothy Biggs
Timothy Biggs
Partner	

The liability of Deloitte Touche Tohmatsu, is limited by, and to the extent of, the Accountants' Scheme under the Professional Standards Act 1994 (NSW).

Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 26, 2003 relating to the financial statements of Newmont Mining Corporation, which appears in Newmont Mining Corporation's Annual Report on Form 10-K/A for the year ended December 31, 2002. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Denver, Colorado

January 22, 2004	

Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 13, 2003 relating to the financial statements of Newmont Mining Corporation, which appears in Newmont Mining Corporation's Annual Report on Form 10-K/A for the year ended December 31, 2001. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Denver, Colorado

January 22, 2004	

Exhibit 23.3
Consent of Independent Accountants
We hereby consent to the inclusion in this Form S-3 of Newmont Mining Corporation of our report dated April 30, 2001, related to Franco-Nevada Mining Corporation Limited's consolidated financial statements for the year ended March 31, 2001. We also consent to the reference to us under the heading "Experts" in this Form S-3.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chartered Accountants

Toronto, Canada

January 22, 2004	

Exhibit 23.4
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 26, 2003 relating to the financial statements of Nusa Tenggara Partnership V.O.F., which appears in Newmont Mining Corporation's Annual Report on Form 10-K/A for the year ended December 31, 2002. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Denver, Colorado

January 22, 2004	

Exhibit 23.5
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 13, 2003 relating to the financial statements of Nusa Tenggara Partnership V.O.F., which appears in Newmont Mining Corporation's Annual Report on Form 10-K/A for the year ended December 31, 2001. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Denver, Colorado

January 22, 2004	

Exhibit 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on Form S-3 of Newmont Mining Corporation (Newmont) of our audit report dated August 21, 2001, except for Notes 40 and 41 as to which the date is September 12, 2002, (which expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement of the reconciliation to accounting principles generally accepted in the United States of America in Note 40, as discussed in Note 41), on the financial statements of Normandy Mining Limited as of June 30, 2001 and 2000 for the years then ended, appearing in Amendment No. 2 to the Current Report on Form 8-K filed by Newmont on April 15, 2003.
We also consent to the reference to us under the heading "Experts" in such Prospectus.

/s/ Deloitte Touche Tohmatsu
Deloitte Touche Tohmatsu

Adelaide, Australia

January 22, 2004	

The liability of Deloitte Touche Tohmatsu, is limited by, and to the extent of,the Accountants' Scheme under the Professional Standards Act 1994 (NSW).

EXHIBIT 23.8
CONSENT OF INDEPENDENT APPRAISER
We consent to the reference to us in Newmont Mining Corporation's Amended Annual Report on Form 10-K/A for the year ended December 31, 2002, which is incorporated by reference in this Registration Statement on Form S-3. We also consent to the reference to us as "Experts" in such Registration Statement.
Behre Dolbear & Company, Inc.

By: /s/ Bernard J. Guarnera
Bernard J. Guarnera
President and Chief Executive Officer

January 21, 2004	

Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Wayne W. Murdy, Bruce D. Hansen, Britt D. Banks and W. Durand Eppler, each of them acting individually, his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, in his name and on his behalf, to do any and all acts and things and to execute any and all instruments which said attorney-in-fact and agent may deem necessary or advisable to enable Newmont Mining Corporation (the "Corporation") to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, including, without limitation, the power and authority to sign his name in any and all capacities (including his capacity as a director and/or officer of the Corporation) to (i) a Registration Statement on Form S-3 or such other form as may be appropriate and any amendments, including pre-effective and post-effective amendments to such Registration Statement and supplements thereto, registering the issuance from time to time pursuant to Rule 415 of shares of common stock, shares of preferred stock (which may or may not be convertible into shares of common stock), debt securities which will constitute senior indebtedness of the Corporation (and which may or may not be convertible into shares of common stock and/or preferred stock (which may or may not be convertible into shares of common stock)) (the "Senior Debt Securities"), debt securities which will be subordinated in right of payment to all senior indebtedness of the Corporation (and which may or may not be convertible into shares of common stock and/or preferred stock (which may or may not be convertible into shares of common stock)) (the "Subordinated Debt Securities" and together with the Senior Debt Securities, the "Debt Securities") and/or warrants to purchase shares of common stock and/or preferred stock and/or Debt Securities and (ii) any and all instruments or documents filed as part of or in connection with such Registration Statement or any amendments thereto, including any registration statement relating to such Registration Statement that is to be effective upon filing pursuant to Rule 462 under the Securities Act; and the undersigned hereby ratifies and confirms all that said attorney-in-fact and agent shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 21st day of January, 2004.

           Signature                          Title
           ---------                          -----

       /s/ Glen A. Barton                    Director
--------------------------------
           Glen A. Barton

      /s/ Vincent A. Calarco                 Director
---------------------------------
          Vincent A. Calarco	

      /s/ James T. Curry, Jr.                Director
---------------------------------
          James T. Curry, Jr.

      /s/ Joseph P. Flannery                 Director
---------------------------------
          Joseph P. Flannery

      /s/ Michael S. Hamson                  Director
---------------------------------
          Michael S. Hamson

      /s/ Leo I. Higdon, Jr.                 Director
---------------------------------
          Leo I. Higdon, Jr.

     /s/ Pierre Lassonde                    President and Director
---------------------------------
         Pierre Lassonde

     /s/ Robert J. Miller                    Director
---------------------------------
         Robert J. Miller

                                            Chairman of the Board and Chief
     /s/ Wayne W. Murdy                      Executive Officer
----------------------------------          (Principal Executive Officer)
         Wayne W. Murdy

     /s/ Robin A. Plumbridge                 Director
----------------------------------
         Robin A. Plumbridge

     /s/ John B. Prescott                   Director
----------------------------------
         John B. Prescott

     /s/ Michael K. Reilly                  Director
----------------------------------
         Michael K. Reilly

    /s/ Seymour Schulich                    Director
----------------------------------
        Seymour Schulich	

    /s/ James V. Taranik                    Director
----------------------------------
        James V. Taranik

    /s/ Bruce D. Hansen                     Senior Vice President and Chief
-----------------------------------         Financial Officer
        Bruce D. Hansen                     (Principal Financial Officer)

    /s/ David W. Peat                       Vice President and Global
----------------------------------          Controller (Principal
        David W. Peat                       Accounting Officer)	

Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Bruce D. Hansen and Britt D. Banks, each of them acting individually, his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, in his name and on his behalf, to do any and all acts and things and to execute any and all instruments which said attorney-in-fact and agent may deem necessary or advisable to enable Newmont USA Limited (the "Corporation") to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, including, without limitation, the power and authority to sign his name in any and all capacities (including his capacity as a director and/or officer of the Corporation) to (i) a Registration Statement on Form S-3 or such other form as may be appropriate and any amendments, including pre-effective and post-effective amendments to such Registration Statement and supplements thereto, registering the issuance from time to time pursuant to Rule 415 of shares of common stock, shares of preferred stock (which may or may not be convertible into shares of common stock), debt securities which will constitute senior indebtedness of the Corporation (and which may or may not be convertible into shares of common stock and/or preferred stock (which may or may not be convertible into shares of common stock)) (the "Senior Debt Securities"), debt securities which will be subordinated in right of payment to all senior indebtedness of the Corporation (and which may or may not be convertible into shares of common stock and/or preferred stock (which may or may not be convertible into shares of common stock)) (the "Subordinated Debt Securities" and together with the Senior Debt Securities, the "Debt Securities") and/or warrants to purchase shares of common stock and/or preferred stock and/or Debt Securities and (ii) any and all instruments or documents filed as part of or in connection with such Registration Statement or any amendments thereto, including any registration statement relating to such Registration Statement that is to be effective upon filing pursuant to Rule 462 under the Securities Act; and the undersigned hereby ratifies and confirms all that said attorney-in-fact and agent shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 21st day of January, 2004.

          Signature                     Title
          ---------                     -----

        /s/ David H. Francisco          Chairman of the Board and Director
-------------------------------------
                David H. Francisco

        /s/ Britt D. Banks              Vice President, General Counsel,
-------------------------------------   Secretary and Director
                Britt D. Banks

       /s/ Pierre Lassonde              Director
-------------------------------------
                Pierre Lassonde	

        /s/ Bruce D. Hansen.            Director
-------------------------------------
               Bruce D. Hansen

        /s/ Richard M. Perry            President and Director
-------------------------------------   (Principal Executive Officer)
               Richard M. Perry

        /s/ Thomas P. Mahoney           Vice President and Treasurer
-------------------------------------   (Principal Financial Officer)
              Thomas P. Mahoney

        /s/ David W. Peat               Vice President and Global Controller
-------------------------------------   (Principal Accounting Officer)
                 David W. Peat	

Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2)

CITIBANK, N.A.
 (Exact name of trustee as specified in its charter)

                                                     13-5266470
                                                     (I.R.S. employer
                                                     identification no.)

399 Park Avenue, New York, New York                  10043
(Address of principal executive office)              (Zip Code)

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

NEWMONT MINING CORPORATION                           NEWMONT USA LIMITED
               (Exact name of obligor as specified in its charter)
    DELAWARE                                              DELAWARE
         (State or other jurisdiction of incorporation or organization)
    84-1611629                                            13-2526632
                     (I.R.S employer identification number)
 1700 Lincoln Street                                     1700 Lincoln Street
Denver, Colorado 80203                                 Denver, Colorado 80203
                    (Address of principal executive offices)

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

Senior Guaranteed Debt Securities
 (Title of the indenture securities)

Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.

Name                                   Address
----                                   -------
Comptroller of the Currency           Washington, D.C.

Federal Reserve Bank of New York      New York, NY
33 Liberty Street
New York, NY	

Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No.2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
-2-

Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.

(as of September 30, 2003 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.

SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 15th day of January, 2004.
CITIBANK, N.A.

By   /s/ John J. Byrnes
     ------------------
     John J. Byrnes
     Vice President	

-3-

Exhibit 7
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
 Citibank, N.A. of New York in the State of New York, at the close of business on September 30, 2003, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.

ASSETS                                      Thousands of dollars
Cash and balances due from
         depository institutions:
Noninterest-bearing balances
         and currency and coin . . . .            $15,358,000
Interest-bearing balances . . . . . .              18,210,000
Held-to-maturity securities . . . . .                  59,000
Available-for-sale securities . . . .              85,370,000
Federal funds sold in domestic
      Offices                                      13,215,000
Federal funds sold and
         securities purchased under
         agreements to resell.. . . . . .          13,750,000
Loans and leases held for sale . . . . .            5,443,000
Loans and lease financing
         receivables:
         Loans and Leases, net of
         unearned income . . . . . . . .          298,350,000
LESS: Allowance for loan and lease
         losses . . . . . . . . . . . . .           7,846,000
                                                 -------------
Loans and leases, net of unearned
         income, allowance, and reserve. .        290,504,000
Trading assets . . . . . . . . . . . . . .         61,135,000
Premises and fixed assets
         (including capitalized leases)  .          3,883,000
Other real estate owned . . . . . . . . .             116,000
Investments in unconsolidated
         subsidiaries and associated
         companies . . . . . . . . . . . . . .        675,000
Customers' liability to this bank
         on acceptances outstanding . . . . .       1,024,000
Intangible assets: Goodwill . .  . . . . . .        5,773,000
Intangible assets: Other intangible
          assets . . . . . . . . . . . . . . .      4,970,000
Other assets . . . . . . . . .  . . . . . . .      35,055,000
                                                   ----------
TOTAL ASSETS . . . . . . . . . . . . . . . .     $554,540,000
                                                  ============

LIABILITIES
Deposits: In domestic offices . . . . . . . .    $113,270,000
Noninterest- bearing . . . . . . . .  . . . .      20,861,000
Interest- bearing . . . . . . . . .  . . . .       92,409,000
In foreign offices, Edge and
         Agreement subsidiaries,
         and IBFs . . . . . . . . . . . . .       251,693,000
Noninterest- bearing . . .. . . . . . . . .        18,121,000
Interest- bearing . . . . . . . . .  . .  .       233,572,000
Federal funds purchased in domestic
      Offices                                      10,334,000
Federal funds purchased and securities
         sold under agreements
         to repurchase . . . . . . . . . . .       11,332,000

                                      -4-	

Demand notes issued to the
         U.S. Treasury . . . . . .. . . . .                 0
Trading liabilities . . . . . . .. . . . .         34,532,000
Other borrowed money (includes
         mortgage indebtedness and
         obligations under capitalized
         leases): ss . . . . . . . . . . . .       41,949,000
Bank's liability on acceptances
         executed and outstanding . . . . .         1,024,000
Subordinated notes and debentures . . . . .        11,505,000
Other liabilities . . . . . . . . . . . . .        34,678,000
                                                 ------------
TOTAL LIABILITIES . . . . . . . . . . . . .      $510,317,000
                                                 ------------
Minority interest in consolidated
Subsidiaries. . . . . . . . . . . . . . .             397,000

EQUITY CAPITAL
Perpetual preferred stock and
         related surplus . . . . . . . . . .        1,950,000
Common stock . . . . . . . . . . . . . .              751,000
Surplus . . . . . . . . . . .  . . . . . .         23,434,000
Retained Earnings . . . . . . . . . . . .          18,955,000
Accumulated net gains (losses)
         on cash flow hedges . . .. . . . . .      -1,264,000
Other equity capital components . . . . .                   0
                                                       ------
TOTAL EQUITY CAPITAL. . . . . . . . . . . . .     $43,826,000
                                                  -----------
TOTAL LIABILITIES AND EQUITY
         CAPITAL . . . . . . . . . . . . .       $554,540,000
                                                 ============	

I, Grace B. Vogel, Vice President and Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
GRACE B. VOGEL
VICE PRESIDENT
We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
ROBERT B. WILLUMSTAD
ALAN S. MACDONALD
WILLIAM R. RHODES
DIRECTORS

Exhibit 25.2
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee pursuant to Section 305(b)(2)

CITIBANK, N.A.
 (Exact name of trustee as specified in its charter)

                                                     13-5266470
                                                     (I.R.S. employer
                                                     identification no.)

399 Park Avenue, New York, New York                  10043
(Address of principal executive office)              (Zip Code)

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

NEWMONT MINING CORPORATION                           NEWMONT USA LIMITED
               (Exact name of obligor as specified in its charter)
    DELAWARE                                              DELAWARE
         (State or other jurisdiction of incorporation or organization)
    84-1611629                                            13-2526632
                     (I.R.S employer identification number)
 1700 Lincoln Street                                     1700 Lincoln Street
Denver, Colorado 80203                                 Denver, Colorado 80203
                    (Address of principal executive offices)

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

Senior Guaranteed Debt Securities
 (Title of the indenture securities)

Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.

Name                                   Address
----                                   -------
Comptroller of the Currency           Washington, D.C.

Federal Reserve Bank of New York      New York, NY
33 Liberty Street
New York, NY	

Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No.2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
-2-

Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.

(as of September 30, 2003 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.

SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 15th day of January, 2004.
CITIBANK, N.A.

By   /s/ John J. Byrnes
     ------------------
     John J. Byrnes
     Vice President	

-3-

Exhibit 7
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
 Citibank, N.A. of New York in the State of New York, at the close of business on September 30, 2003, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.

ASSETS                                      Thousands of dollars
Cash and balances due from
         depository institutions:
Noninterest-bearing balances
         and currency and coin . . . . .          $15,358,000
Interest-bearing balances . . . . . . .            18,210,000
Held-to-maturity securities . . . . . .                59,000
Available-for-sale securities . . . . .            85,370,000
Federal funds sold in domestic
      Offices                                      13,215,000
Federal funds sold and
         securities purchased under
         agreements to resell.. . . . . .          13,750,000
Loans and leases held for sale . . . . .            5,443,000
Loans and lease financing
         receivables:
         Loans and Leases, net of
         unearned income . . . . . . . .          298,350,000
LESS: Allowance for loan and lease
         losses . . . . . . . . . . . .             7,846,000
                                                -------------
Loans and leases, net of unearned
         income, allowance, and reserve. .        290,504,000
Trading assets . . . . . . . . . . . . . .         61,135,000
Premises and fixed assets
         (including capitalized leases)  .          3,883,000
Other real estate owned . . . . . . . . .             116,000
Investments in unconsolidated
         subsidiaries and associated
         companies . . . . . . . . . . . . . .        675,000
Customers' liability to this bank
         on acceptances outstanding . . . . .       1,024,000
Intangible assets: Goodwill . .  . . . . . .        5,773,000
Intangible assets: Other intangible
          assets . . . . . . . . . . . . . . .      4,970,000
Other assets . . . . . . . . .  . . . . . . .      35,055,000
                                                   ----------
TOTAL ASSETS . . . . . . . . . . . . . . . . .   $554,540,000
                                                 ============

LIABILITIES
Deposits: In domestic offices. . . . . . . .     $113,270,000
Noninterest- bearing . . . . . . . . . . . .       20,861,000
Interest- bearing . . . . . . . . . . . . . .      92,409,000
In foreign offices, Edge and
         Agreement subsidiaries,
         and IBFs . . . . . . . . . . . . .       251,693,000
Noninterest- bearing . . .. . . . . . . . .        18,121,000
Interest- bearing . . . . . . . . .  . . .        233,572,000
Federal funds purchased in domestic
      Offices                                      10,334,000
Federal funds purchased and securities
         sold under agreements
         to repurchase . . . . . . . . . . .       11,332,000

                                      -4-	

Demand notes issued to the
         U.S. Treasury. . . . . . . . . . . . .             0
0 Trading liabilities. . . . . . . . . . . . . .   34,532,000
 Other borrowed money (includes
         mortgage indebtedness and
         obligations under capitalized
         leases): ss . . . . . . . . . . . . .     41,949,000
Bank's liability on acceptances
         executed and outstanding . . . . . . .     1,024,000
Subordinated notes and debentures . . . . . . .    11,505,000
Other liabilities . . . . . . . . . . . . . . .    34,678,000
                                                   ----------
TOTAL LIABILITIES . . . . . . . . . . . . . . .  $510,317,000
                                                 ------------
Minority interest in consolidated
Subsidiaries. . . . . . . . . . . . . . . . . .       397,000

EQUITY CAPITAL
Perpetual preferred stock and
         related surplus . . . . . . . . . .        1,950,000
Common stock . . . . . . . . . . . . . . . .          751,000
Surplus . . . . . . . . . . .  . . . . . . .       23,434,000
Retained Earnings . . . . . . . . . . . . .        18,955,000
Accumulated net gains (losses)
         on cash flow hedges . . .. . . . . .      -1,264,000
Other equity capital components . . . . . . .               0
                                                   ----------
TOTAL EQUITY CAPITAL . . . . . . . . . . . . .    $43,826,000
                                                  -----------
TOTAL LIABILITIES AND EQUITY
         CAPITAL . . . . . . . . . . . . . . .   $554,540,000
                                                 ============	

I, Grace B. Vogel, Vice President and Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
GRACE B. VOGEL
VICE PRESIDENT
We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
ROBERT B. WILLUMSTAD
ALAN S. MACDONALD
WILLIAM R. RHODES
DIRECTORS