NEWMONT MINING CORPORATION
1700 LINCOLN STREET
DENVER, COLORADO 80203
March 23, 2001
Mr. Wayne W. Murdy
President and Chief Executive Officer
Newmont Mining Corporation
1700 Lincoln Street
Denver, CO 80203
Dear Mr. Murdy:
In connection with your appointment as Chief Executive Officer of Newmont
Mining Corporation ("Newmont"), we have enhanced your pension benefits to
provide that if your termination of employment with Newmont constitutes a
Qualifying Termination (as defined below), you will receive credited service
under Newmont's Pension Equalization Plan (the "Plan") equal to the product of
(i) 1.5 and (ii) your actual credited service under the terms of the Plan. You
will not receive this benefit enhancement if your termination of employment with
Newmont does not constitute a Qualifying Termination.
Any termination of your employment that occurs on or after your attainment
of age 62 will constitute a Qualifying Termination. In addition, the termination
of your employment prior to your attainment of age 62 under any of the following
circumstances will constitute a Qualifying Termination:
. Any termination of your employment by Newmont without Cause (as
defined in the Newmont Mining Corporation Severance Pay Plan for Non-
Union, Salaried Employees or any successor plan).
. Any termination that qualifies you for severance benefits pursuant to
Section 6(a) of the Employment Agreement between yourself and Newmont
dated February 1, 1999, or pursuant to an equivalent provision under a
. Any termination due to your death or disability.
. Any termination by you for Good Reason (as defined below).
Any termination of your employment prior to your attaining age 62 other
than those set forth above will not be considered a Qualifying Termination.
For purposes of this letter agreement, Good Reason means the occurrence of
any of the following without your consent: (i) the assignment to you of any
duties inconsistent in any respect with your position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities, or any other action by Newmont which results in a diminution
in such position, authority, duties or responsibilities, excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by Newmont promptly after receipt of notice thereof given
by you; (ii) any reduction in your base salary; or (iii) Newmont's requiring you
to be based at any office or location more than 35 miles from your current
location of employment.
This letter agreement shall be governed by Colorado law, and shall be
binding on any successor to Newmont.
Accepted and Acknowledged:
/s/ Wayne W. Murdy /s/ Timothy J. Schmitt
Wayne W. Murdy Newmont Mining Corporation
By: Timothy J. Schmitt
Vice President, Secretary and
Assistant General Counsel
Dated: 23 March 2001