Common use of Form of Election to Convert Clause in Contracts

Form of Election to Convert. The notice of conversion to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of ___________, (the "Indenture") among Newmont Mining Corporation, as issuer, Newmont USA Limited, as guarantor, and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable):

Form of Election to Convert. The notice of conversion to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") among Newmont Mining Corporation, as issuer, Newmont USA Limited, as guarantor, and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- ------------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable):): Aggregate Principal Amount Represented:1 Principal Amount to be Converted:2 If check for fractional Shares to be issued otherwise than to Holder: -------------------------- Print name and address Please print name and address of Holder -------------------------- -------------------------- Signature Guarantee: -------------------------- --------------------------

Form of Election to Convert. The notice of conversion to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") among Newmont Mining Corporation, as issuer, Newmont USA Limited, as guarantor, and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- ------------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable):): Aggregate Principal Amount Represented:1 (FN1) Principal Amount to be Converted:2 (FN2) If check for fractional Shares to be issued otherwise than to Holder: -------------------------- Print name and address Please print name and address of Holder -------------------------- -------------------------- Signature Guarantee: __________________________ --------------------------

Form of Election to Convert. The notice of conversion to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of ___________, (the "Indenture") among Newmont Mining Corporation, as issuer, Newmont USA Limited, as guarantor, and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): (1) Principal Amount to be Converted:(2) If check for fractional Shares to be issued otherwise than to Holder: -------------------------- Print name and address Please print name and address of Holder -------------------------- -------------------------- Signature Guarantee: -------------------------- --------------------------

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") among between Newmont Mining Corporation, as issuer, Newmont USA Limited, as guarantor, Corporation and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- ___________________________________ Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable):): Aggregate Principal Amount Represented:/1/ Principal Amount to be Converted:/2/ If checked for fractional Shares to be issued otherwise than to Holder: _______________________________ Print name and address _______________________________ /1/ Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.

Form of Election to Convert. The notice of conversion to be delivered by a Holder to the conversion agent in connection with the conversion of Securities of any series that are convertible into shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Issuer or the Trustee: Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Stock of the Issuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") among between Newmont Mining Corporation, as issuer, Newmont USA Limited, as guarantor, Corporation and Citibank, N.A. as Trustee, and directs that if such Holder is electing to receive Common Stock, the Common Stock issuable and deliverable upon conversion be delivered to such Holder unless otherwise indicated below and any check in payment for fractional shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable):): Aggregate Principal Amount Represented:(1) Principal Amount to be Converted:(2) If check for fractional Shares to be issued otherwise than to Holder: -------------------------- Print name and address Please print name and address of Holder -------------------------- -------------------------- Signature Guarantee: __________________________ -------------------------- ---------- 1 Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.