UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x¨

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Newmont Mining Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

				Newmont Mining Corporation 1700 Lincoln Street Denver, CO 80203 USA

Notice of 20062007 Annual Meeting of Stockholders

To the Holders of Newmont Mining Corporation Common Stock:

To the Holders of Newmont Mining Corporation of Canada Limited Exchangeable Shares:

To the Holders of Newmont Mining Corporation CHESS Depository Interests:

Notice is hereby given that the Annual Meeting of Stockholders of Newmont Mining Corporation will be held at 1:11:00 p.m.a.m., local time, on Tuesday, April 25, 2006,24, 2007, in the HershnerKnowles Room 1700 Lincoln Street, Denver, Colorado,at the Hotel du Pont, 11^th and Market Streets, Wilmington, Delaware, USA, to:

All stockholders are cordially invited to attend the meeting in person. If you are unable to attend the meeting in person, please mark, sign and date the enclosed proxy card or voting instruction form and return it promptly in the enclosed envelope. In certain instances, you can vote over the telephone or Internet as described on the enclosed proxy card or voting instruction form. Your vote is important so that your shares will be represented and voted at the meeting even if you cannot attend.

By Order of the Board of Directors

SHARON E. THOMAS

Vice President and Secretary

March 13, 20065, 2007

Please note that we are requiring an admission ticket to attend the Annual Meeting. For more information, please refer to the back page of the Proxy Statement for an admission ticket.

20062007 Proxy Statement

Table of Contents

i

PROXY STATEMENT

General Information

This proxy statement is furnished to holders of Newmont Mining Corporation common stock, Newmont Mining Corporation of Canada Limited exchangeable shares, and Newmont Mining Corporation CHESS Depository Interests in connection with the solicitation of proxies on behalf of the Board of Directors of Newmont Mining Corporation (“Newmont” or the “Company”) to be voted at the Annual Meeting of Stockholders of Newmont on April 25, 2006.24, 2007. Stockholders of record at the close of business on March 1, 2006February 27, 2007 are entitled to notice of and to vote at the meeting and at all adjournments.

Stockholders Entitled to Vote.

The holders of record of the following securities at the close of business on March 1, 2006February 27, 2007 (the “Record Date”) are entitled to vote at Newmont’s 20062007 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, April 25, 2006:24, 2007:

Voting Your Shares.

Newmont Common Stock. Each share of Newmont Common Stock that you own entitles you to one vote. Your proxy card shows the number of shares of Newmont Common Stock that you own.

Newmont Exchangeable Shares. Each Newmont Exchangeable Share that you own has economic rights (such as the right to receive dividends and other distributions) that are, as nearly as practicable, equivalent to those of shares of Newmont Common Stock. Holders of Newmont Exchangeable Shares have a right through a Voting and Exchange Trust Agreement (the “Voting Agreement”) to vote at stockholders’ meetings of the Company. The Newmont Exchangeable Shares, however, are not shares issued by Newmont and, therefore, a holder of Exchangeable Shares is not a registered stockholder of Newmont, but is a registered shareholder of Newmont Canada. The Newmont Exchangeable Shares are exchangeable at the option of the holders into Newmont Common Stock on a one-for-one basis.

There are two ways to vote your Newmont Exchangeable Shares.

Newmont CDIs. The Newmont CDIs are units of beneficial ownership in Newmont Common Stock held by CHESS Depository Nominees Pty Ltd (ACN 071 346 506) (“CDN”), a wholly-owned subsidiary of the Australian Stock Exchange Limited (ACN 008 624 691). References to Newmont Mining Corporation for purposes of Australian equity holders are to “Newmont Mining Corporation ARBN 099 065 997, organized in Delaware with limited liability,” and principally regulated in accordance with the laws and rules of Delaware. Since July 1, 2002, Newmont CDIs have traded on the Australian Stock Exchange (“ASX”) as a Foreign Exempt Listing granted by the ASX, which provides an ancillary trading facility to the Company’s primary listing on the New York Stock Exchange. Newmont CDIs entitle holders to dividends and other rights economically equivalent to Newmont Common Stock on a ten-for-one basis. CDN, as the stockholder of record (or its proxy or substitute), will vote the underlying shares of Newmont Common Stock in accordance with the directions of the CDI holders. Your CDI Voting Instruction Form shows the number of Newmont CDIs that you own.

Revocation of Proxy or Voting Instruction Form.

Revocation of Newmont Common Stock Proxy. A stockholder who executes a proxy may revoke it by delivering to the Secretary of the Company, at any time before the proxies are voted, a written notice of revocation bearing a later date than the proxy, or attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). Written notice revoking a proxy should be sent to the attention of the Secretary, 1700 Lincoln Street, Denver, Colorado 80203. A stockholder may substitute another person in place of those persons presently named as proxies.

Revocation of Exchangeable Shares Voting Instruction Form. A registered holder of Newmont Exchangeable Shares who has submitted a Voting Instruction Form may revoke the Voting Instruction Form by completing and signing a Voting Instruction Form bearing a later date and depositing it with the Trustee. No notice of revocation or later-dated Voting Instruction Form, however, will be effective unless received by the Trustee prior to 5:00 p.m., Toronto time, on April 24, 2006.23, 2007.

A non-registered holder of Newmont Exchangeable Shares may revoke a Voting Instruction Form at any time by written notice to the intermediary, except that an intermediary is not required to act on a revocation of a Voting Instruction Form that is not received by the intermediary at least ten days prior to the Annual Meeting.

Revocation of Newmont CDI Voting Instruction Form. A holder of Newmont CDIs who has completed and returned a CDI Voting Instruction Form (in the manner described above) may revoke the directions to CDN contained therein by delivering to National Shareholder Services, 100 Hutt Street, Adelaide 5000, South Australia, Australia, no later than April 21, 2006,19, 2007, a written notice of revocation bearing a later date than the CDI Voting Instruction Form previously sent.

Quorum, Tabulation and Broker Non-Votes and Abstentions.

Quorum. The holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting must be present in person or represented by proxy 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 capital stock of the Company” include all shares of Newmont Common Stock (including shares represented by Newmont CDIs) and the maximum number of shares of Newmont Common Stock that the Trustee of the Newmont Exchangeable Shares is entitled to vote at the Annual Meeting.

Tabulating Votes. Votes at the Annual Meeting will be tabulated by two inspectors of election who will be appointed by the Chairman of the meeting and who will not be candidates for election to the Board of Directors. The inspectors of election will treat shares of capital stock represented by a properly signed and returned proxy as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

Broker Non-Votes and Abstentions. Abstentions and broker “non-votes” as to particular matters are counted for purposes of determining whether a quorum is present at the Annual Meeting. Abstentions are counted in tabulations of the votes cast on proposals presented to stockholders, whereas broker non-votes are not counted for purposes of determining whether a proposal has been approved. Abstentions have the same effect as votes against proposals presented to stockholders. A “non-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions to do so from the beneficial owner.

Votes Required to Approve the Proposals.

Election of Directors. Directors will be elected by a favorable vote of a plurality (meaning the largest number of votes cast) of those shares of capital stock present and entitled to vote, in person or by proxy, at the Annual Meeting. A stockholder may withhold votes from any or all nominees.

Ratify PricewaterhouseCoopers LLP as the Company’s Independent Auditors for 2006.2007. The affirmative vote of a majority of the shares present and entitled to vote, in person or by proxy, at the Annual Meeting is required to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2006.2007.

Other Items. If any other items are presented at the Annual Meeting, they must receive an affirmative vote of a majority of the shares present and entitled to vote, in person or by proxy, in order to be approved.

Solicitation Costs.

The enclosed proxy and/or Voting Instruction Form is solicited by the Board of Directors of the Company. This proxy material will be mailed to the holders of Newmont Common Stock, Newmont CDIs and Newmont Exchangeable Shares on or about March 24, 2006.14, 2007. In addition to solicitation by mail, solicitation of proxies and Voting Instruction Forms may be made by certain officers and employees of the Company by mail, telephone or in person. The Company has retained Georgeson Shareholder Communications Inc. to aid in the solicitation of brokers, banks, intermediaries and other institutional holders in the United States and Canada for a fee of US$14,000.$14,000. All costs of the solicitation of proxies will be borne by the Company. The Company also will reimburse brokerage firms and others for their expenses in forwarding proxy materials to beneficial owners of Newmont Common Stock, Newmont CDIs and Newmont Exchangeable Shares.

Notes to Participants in Employee Retirement Savings Plans.

Participants in the Retirement Savings Plan of Newmont and Retirement Savings Plan for Hourly-Rated Employees of Newmont.If you are a participant in the Retirement Savings Plan of Newmont or Retirement Savings Plan for Hourly-Rated Employees of Newmont (the “Retirement Savings Plans”) and hold Newmont Common Stock in the Retirement Savings Plans, shares of Newmont Common Stock which are held for you under the Retirement Savings Plans, as applicable, may be voted through the proxy card accompanying this mailing. The Retirement Savings Plans are administered by The Vanguard Group, as trustee. The trustee, as the stockholder of record of the Newmont Common Stock held in the Retirement Savings Plans, will vote the shares held for you in accordance with the directions you give on the enclosed proxy card, provided that you return the proxy card duly signed and dated to the address indicated on the enclosed envelope. If the proxy cards representing shares of Newmont Common Stock held under the Retirement Savings Plans are not returned duly signed and dated, the Trustee will vote the shares in the same proportion as it votes shares as to which directions have been received.

Participants in the Canadian Employee Share Savings Program. If you are a participant in the Employee Share Savings Program, a non-registered Canadian Savings Plan (“Savings Plan”), shares of Newmont Common Stock that are held for you under this Savings Plan may be voted through the proxy card accompanying this mailing. The Savings Plan is administered by Sun Life Financial (“Sun Life”). Sun Life, as the stockholder of record of the Newmont Common Stock held in the Savings Plan, will vote the shares held for you in accordance with the directions you give on the enclosed proxy card, provided that you return the proxy card duly signed and dated to the address indicated on the enclosed envelope. If a proxy card representing shares of Newmont Common Stock held under the Savings Plan is not returned duly signed and dated, your shares will not be voted.

Stockholder Proposals for 20072008 Annual Meeting.

For a stockholder proposal, including a proposal for the election of a director, to be included in the proxy statement and form of proxy for the 20072008 Annual Meeting, the proposal must have been received by us at our principal executive offices no later than November 27, 2006.8, 2007. Proposals should be sent to the attention of the Secretary of the Company at 1700 Lincoln Street, Denver, Colorado 80203 USA. We are not required to include in our proxy statement and form of proxy a stockholder proposal that was received after that date or otherwise fails to meet the requirements for stockholder proposals established by regulations of the United States Securities and Exchange Commission.

In addition, under our bylaws, stockholders must give advance notice of nominations for a director or other business to be addressed at the 20072008 Annual Meeting no later than the close of business on February 26, 2007.25, 2008. The advance notice must have been delivered to the attention of the Secretary of the Company at 1700 Lincoln Street, Denver, Colorado 80203 USA.

Proposal No. 1—Election of Directors

Nominees.

Each of the 1412 persons named below is a nominee for election as a director at the Annual Meeting for a term of one year or until his/her successor is elected and qualifies. Unless authority is withheld, the proxies will be voted for the election of such nominees. All such nominees are currently serving as directors of the Company. All such nominees were elected to the Board of Directors at the last Annual Meeting, except for Noreen Doyle and Veronica M. Hagen who were elected to the Board of Directors on October 26, 2005.Meeting. If any such nominee cannot be a candidate for election at the Annual Meeting, then the proxies will be voted either for a substitute nominee designated by the Board of Directors or for the election of only the remaining nominees.

The following table sets forth information as to each nominee for election, including his or her age (as of the Record Date), background and principal occupations, including public company directorships:

Nominee		Director Since
ROBERT J. MILLER (60)(61) Principal of Dutko Worldwide, a public policy company, since July 2005. Partner at Jones Vargas, a law firm, from 1999 to 2005; Partner at Miller and Behar Strategies since January 2003, and Governor of the State of Nevada from 1989 to 1999. Director of Zenith National Insurance Corp., International Game Technology and Wynn Resorts, Limited.		1999

Nominee		Director Since
WAYNE W. MURDY (61)(62) Chairman of the Board of Newmont since 2002 and Chief Executive Officer since 2001, President thereof from 1999 to 2002, Executive Vice President and Chief Financial Officer from 1996 to 1999 and Senior Vice President and Chief Financial Officer from 1992 to 1996. Director of TransMontaigne, Inc. and Qwest Communications International Inc.		1999
ROBIN A. PLUMBRIDGE (70)(71) Retired Chairman of Gold Fields of South Africa Limited, a natural resources company, having served in that position from 1980 to 1997, and Chief Executive Officer thereof from 1980 to 1995.		1983
JOHN B. PRESCOTT (65)(66) Chairman of ASC Pty Ltd since 2000. Retired executive of The Broken Hill Proprietary Company Limited, a natural resources company, and Managing Director and Chief Executive Officer thereof from 1991 to 1998. Director of Normandy Mining Limited from 1999 to 2002.		2002
DONALD C. ROTH (62)(63) Managing Partner of EMP Global LLC, an international private equity firm, since 1992. Member of Advisory Committee to the National Treasury Management Agency, Commissioner of Ireland’s National Pension Reserve Fund and Advisory Council member of the John Hopkins University Paul H. Nitze School of Advanced International Studies. Vice President and Treasurer of the World Bank from 1988 to 1992. Director of ISEQ® Exchange Traded Fund Public Limited Company.		2004
SEYMOUR SCHULICH (66) Chairman of Newmont Capital Limited(1) since 2002, Chairman and Co-Chief Executive Officer of Franco-Nevada Mining Corporation Limited from 1999 to 2002, Chairman and Chief Executive Officer of Franco-Nevada Mining Corporation Limited from 1982 to 1999, and Chairman of Euro-Nevada Mining Corporation Limited from 1985 to 1999. Director of BlackRock Ventures Inc.		2002
JAMES V. TARANIK (65)(66) Director of the MackeyMackay School of Earth Sciences and Engineering at the University of Nevada, Reno since January 2004. Dean of MackeyMackay School of Mines at the University of Nevada, Reno, from February 2003 to January 2004. Regents Professor and Arthur Brant Chair of Geophysics; President and Chief Executive Officer Emeritus of Desert Research Institute, University and Community College System of Nevada, an environmental research organization, since 1998.		1986

Board Recommendation.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” ALL OF THE FOREGOING NOMINEES AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE CONTRARY, THE PROXIES NAMED THEREON INTEND SO TO VOTE.

Independence of Directors.

EachThe Board affirmatively determines the independence of the nomineeseach director and each nominee for election as director are independent of management and the Company, except for Mr. Murdy and Mr. Lassonde, who are officers of the Company, and Mr. Schulich, who is an officer of and a

consultant for a subsidiary of the Company. The Board of Directors has determined that the members designated as “independent” have no relationship with the Company that may interfere with the exercise of their independence from management and the Company. In making the independence determination, the Board considered the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. Among other factors, the Board considered current or previous employment with the Company, its auditors or their affiliates by the director or his/her immediate family members, ownership of voting securities of the Company, and material relationships with the Company.director. For each of the directorsindividual deemed to be independent, the Board has determined (a) that there is no relationship with the Company, or (b) the relationship fallsis immaterial. The Board has considered the independence standards of the New York Stock Exchange and adopted more stringent categorical independence standards described below.

The Board has determined that the relationships that fall within the categorical standards described below, or (c) the relationship as disclosed isin its independence standards are categorically immaterial.

With respect to material relationships, the following relationships are not considered material for purposes of assessing independence, As such, provided that no law, rule or regulation precludes a determination of independence, the following relationships are not considered to be material relationships with the Corporation for purposes of assessing independence: service as an officer, director, employee or trustee or greater than five percent beneficial ownership in (a)(i) a supplier of goods or services to the CompanyCorporation if the annual sales to the CompanyCorporation are less than $1 million or two percent of the gross revenues or sales of the supplier, whichever is greater; (b)(ii) a lender to the CompanyCorporation if the total amount of the Company’sCorporation’s indebtedness to such lender is less than one percent of the total consolidated assets of the lender; (c)(iii) a charitable organization if the total amount of the Company’sCorporation’s total annual charitable contributions to the organization are less than $1

million or two percent of that organization’s total annual gross receipts (excluding any amounts received through the Company’sCorporation’s employee matching program for charitable contributions), whichever is greater; or (d)(iv) any relationship arising out of a transaction, or series of transactions, in which the amount involved is less thanthat $60,000.

In making its independence determinations, the Board considered the circumstances described below.

Mr. Hamson is a director of Genesis Emerging Markets Ltd. The committee administering the investment of Company funds for its pension plan selected one of the Genesis Emerging Market funds as one investment in its portfolio. This relationship meets categorical independence standard (i) above.

Two subsidiaries of the Company made contributions totaling $20,000 to Mr. Miller’s son, who was elected the Secretary of State of Nevada in November 2006. The Company made these contributions in light of its significant assets in and interests in the affairs of the State of Nevada. This relationship meets the categorical independence standard (iv) above.

Dr. James V. Taranik is the director of the MackeyMackay School of Earth Sciences and Engineering at University of Nevada, Reno. The Company donated $500,000 to the University of Nevada Foundation in 2005,2006, for the benefit of mining education at the MackeyMackay School of Earth Sciences and Engineering. Dr. Taranik is not a director, trustee or employee of the University of Nevada Foundation, and the Company’s donation to the Foundation constituted less than 2% of the Foundation’s charitable receipts in 2005.2006. The Company’s donation reflects its strong interest in promoting mining education in Nevada, one of its core operating regions. The Board of Directors has considered these circumstances and determined that the donation does not constitute a material relationship with the Company that would affect independence.

Based on the foregoing analysis, the Board determined that the following directors are independent:

In addition, based on these standards, the Board has affirmatively determined that (a) Mr. Murdy is not independent because he serves as the Chief Executive Officer, (b) Mr. Lassonde is not independent because he served as President until December 31, 2006, (c) Mr. Schulich, who will serve on the Board of Directors until April 24, 2007, is not independent because he serves as an officer of and a consultant for a subsidiary of the Company, and (d) Mr. Leo I. Higdon, Jr., who served on the Board until April 2006, was independent during his tenure.

Stock Ownership of Directors and Executive Officers.

As of March 1, 2006,February 27, 2007, the directors and executive officers of the Company as a group beneficially owned, in the aggregate, the following:

Except as set forth below, no director or executive officer beneficially owned (a) more than 1% of the outstanding shares of Newmont Common Stock or Newmont Exchangeable Shares, or (b) shares with voting

power in excess of 1% of the voting power of the outstanding capital stock of the Company. Each director and executive officer has sole voting power and dispositive power with respect to all shares beneficially owned by them, except as set forth below.

Messrs. Lassonde and Schulich beneficially owned 2,748,7392,429,931 and 4,235,2433,731,243 shares, respectively, of Newmont Exchangeable Shares, constituting in the aggregate 8.83%9.15% and 13.60%14.04%, respectively, of the outstanding Newmont Exchangeable Shares.

The following table sets forth the beneficial ownership of Newmont Common Stock, including shares in the form of Newmont CDIs and Newmont Exchangeable Shares, as of March 1, 2006February 27, 2007 held by (a) each current director and nominee; (b) the Chief Executive Officer, the Chief Financial Officer and each of the other fourthree most highly compensated executive officers and David H. Francisco,Bruce D. Hansen, who resigned as an executive officer during 20052006 (the “Named Executive Officers”); and (c) all current directors and executive officers as a group. The address for each of the named individuals below is c/o Newmont Mining Corporation, 1700 Lincoln Street, Denver, Colorado 80203.

(4)

Sharesof Newmont Common Stock that the directors or executive officers have the right to acquire through stock option exercises within 60 days after March 1, 2006.February 27, 2007.

(5)

Mr. Hamson’sownership includes 97,43497,430 Newmont CDIs representing beneficial ownership of 9,743 shares of Newmont Common Stock on a ten-for-one basis, 2,421 shares of Newmont Common Stock and 1,3032,603 director stock units. See footnote 1 above for a description of director stock units. Mr. Hamson shares voting and investment power with respect to 48,000 Newmont CD’sCDIs (representing 4,800 shares of Newmont Common Stock on a ten-for-one basis) held through an Australian proprietary company, as trustee for the benefit of Mr. Hamson’s spouse.

(6)

Mr. Prescott’sownership includes 1,600 shares of Newmont Common Stock held in trust for Mr. Prescott’s Superannuation Fund. Mr. Prescott’sspouse is also a director of the trust. Mr. Prescott shares voting and investment power with his spouse.

(7)

Mr. Schulichholds Newmont Exchangeable Shares that are exchangeable one-for-one for Newmont Common Stock.

(8)

Mr. Lassonde’sownership includes 2,446,6812,429,931 Newmont Exchangeable Shares that are exchangeable one-for-one for Newmont Common Stock. Mr. Lassonde is deemed to have shared voting and investment power with respect to 28,032 Newmont Exchangeable Shares held for the benefit of a family trust.

Stock Ownership of Certain Beneficial Owners.

The following table sets forth information with respect to each person known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities. The share information contained herein is based on filings with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934.

Directors Compensation.

Non-employee directors are entitled to receive the followingThe annual compensation for non-employee directors for their Board service:service on the board of directors is set forth in the following table. Messrs. Murdy and Lassonde do not receive compensation for their service as directors.

The annual cash retainer was increased from $40,000following table shows the compensation paid to $50,000, and the annual stock award was increased from $50,000 to $75,000, as of November 1, 2005. The amount of the annual retainerCompany’s non-employee directors for the lead director was

increased from $5,000 to $15,000 as of February 24, 2006. The annual stock award is made on the first business day following election by the Board or re-election at the Company’s Annual Meeting, under the 2005 Stock Incentive Plan. Each non-employee director (except for Mr. Schulich) receives director stock units with respect to common stock of the Company having a fair market value of $75,000 as of the day following election. Each non-employee director (except for Mr. Schulich) may elect to receive the award in the form of the Company’s Common Stock, in lieu of director stock units, in respect of any year upon prior written notice. In 2005, non-employee directors received the following compensation:

ended December 31, 2006:

2005 Non-Employee2006 Directors Compensation.Compensation

Outstanding Awards. The following table shows outstanding equity compensation for all non-employee directors of the Company:

A participant’s remuneration covered byto attract and retain necessary talent. The Company also reviews compensation information in the Pension Planannual proxy statements of the following companies: Barrick Gold Corporation, Anglogold Ashanti, Ltd., Devon Energy Corporation, Anadarko Petroleum Corporation, Freeport-McMoRan Copper & Gold, Inc., Phelps Dodge Corporation (n/k/a Freeport), Apache Corporation, Kinross Gold Corporation, and Transocean Inc. In general, the Company targets total compensation (salary, short-term and long-term) at the 75^th percentile of competitive positions in general industry and the Pension Equalization Plan is his or her averagemining industry. The combination of competitive base salaries, annual base salary and bonus (as reportedincentives paid in the Summary Compensation Table) for the 60 consecutive months in which the highest level ofcash, intermediate term incentive compensation was paid to the participant during the last 120 months of the participant’s career with the Company or its subsidiaries (except for Mr. Lassonde who participates in the Company’s International Retirement Plan described below). The approximate years of actual credited service as of the end of 2005 for each Named Executive Officer (except for Mr. Lassonde) is: Mr. Murdy—13 years (see “Executive Agreements” below); Mr. Enos—35 years; Mr. Hansen—23 years; Mr. O’Brien—0 years; and Mr. Francisco—15 years. Benefits shown are computed on a straight single life annuity basis beginning at age 62. Under the terms of the Pension Plan, bonus amounts do not include payments in the form of restricted stock for purposes of calculating remuneration. With respect to the Pension Equalization Plan, bonus amounts paid in the form of restricted stock, and stock options comprises a highly effective and motivational executive compensation program. This works to attract and retain talented executives and strongly aligns the interests of senior management with those of stockholders in seeking to achieve, over time, above-average performance.

Base Salary. The Compensation Committee reviews executive base salaries annually. The Company targets base salary for key executives between the median and the 75^th percentile of competitive positions in the mining industry and in general industry. The Hay Group analysis of general industry executive compensation and mining industry executive compensation is the source for data. The Compensation Committee believes that setting the salaries at this level provides an appealing baseline for attracting and retaining strong leaders in the current tight market for key talent in the mining industry.

In setting the salary of the Chief Executive Officer for 2006 and 2007, the Compensation Committee reviewed the Hay Group data as well as additional data from Mercer Human Resources Consulting, another external compensation consultant. The Compensation Committee also considered Company and personal performance of the Chief Executive Officer, along with the performance assessment from the other Board members. In February 2007, the Compensation Committee determined that the Chief Executive Officer’s salary would remain unchanged from its level for 2006. The Company’s share price performance was a significant factor in the decision-making process.

In setting salaries of the other Named Executive Officers in late 2006, the Compensation Committee reviewed market data from the Hay Group, again considering both mining and general business comparisons. In addition, the Compensation Committee considered the recommendations of the Chief Executive Officer regarding salaries and the scope of the positions in light of the Company’s organization structure. In particular, Messrs. O’Brien, Enos and Harquail assumed additional responsibilities in connection with the resignations of Mr. Lassonde and Mr. Hansen as executive officers.

Based on the foregoing review, the Compensation Committee set the following base salaries for the Named Executive Officers as follows:

Named Executive Officer Salaries

Mr. Hansen resigned from the Company in November 2006. Mr. Lassonde resigned as President on December 31, 2006, but will remain as an employee until April 2007, after which he will continue to serve as Vice Chairman of the Board of Directors and consultant to the Company.

Executive Award Program Target Amounts.The Compensation Committee has established target cash and equity incentive awards for its executives, based on level of responsibility and an analysis of total

compensation for comparable positions within general industry and the mining industry. In any year, the Compensation Committee adjusts the actual payments based on the factors described below. During 2006, the target awards were as follows:

Executive Award Program Target Amounts

Corporate Performance Bonuses and the Personal Performance Bonuses are paid under the Company’s Annual Incentive Compensation Payroll Practice, a written description of how these Bonuses are calculated and paid. Stock Incentive Bonuses are awarded according to the Company’s Employee Performance Incentive Payroll Practice, a written description of how this Bonus is calculated and paid. Both the Stock Incentive Bonus and stock options are awarded under the Company’s 2005 Stock Incentive Plan, approved by the stockholders in April 2005. Mr. Hansen resigned as an executive officer in September 2006 and was not eligible for Performance Bonuses or a Stock Incentive Bonus for 2006. Mr. Lassonde is eligible for Performance Bonuses because he continues to be employed by the Company.

Corporate Performance Bonuses, Personal Performance Bonuses and Stock Incentive Bonuses for 2006 were determined as described below and awarded in February 2007 after finalization of the Company’s financial statements for the year. Stock options were awarded in April 2006, in accordance with the Company’s policy that stock options are generally granted one time per year, at the meeting of the Board of Directors held on the same day as the Annual Meeting of Stockholders. The process and considerations for awarding stock options are described in more detail below.

Corporate Performance Bonus.The Corporate Performance Bonus provides an annual reward based on four publicly-reported metrics designed to balance short-term and long-term factors, business performance and successful investment in and development of Newmont assets. The Compensation Committee and Board of Directors review and set the performance metrics and target level of eligibility annually. The amounts of 2006 Corporate Performance Bonuses earned by the Named Executive Officers are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 35. The 2006 targets were a mix of demanding financial, production, and reserve growth targets⁽¹⁾:

2006 Corporate Performance Bonus Metrics

Equity Gold Sales Metric:The gold sales metric focuses employees on achieving budgeted amounts of gold sales. The metric also provides incentive to bring various projects into production in a timely manner. These targets are adjusted for acquisitions and divestitures during the year, if any.

Equivalent Costs Applicable to Sales Metric:The cost metric balances the gold production metric by encouraging efficient production of both gold and copper. The cost metric is designed to promote implementation of Company-wide cost control measures. Copper costs are factored into the metric based on a conversion ratio of 0.003 ounces gold equivalent for each pound of copper, based on budgeted prices and volumes for each metal.

Operating Cash Flow Metric:The cash flow metric is designed to promote the Company’s cash generating capacities. It is based on budgeted Annual Cash Provided by Operating Activities as shown on the Company’s financial statements. The calculation excludes individual payments of more than $10 million for unbudgeted liabilities.

Reserve Additions, Net of Depletion, Metric: The reserve growth metric promotes the discovery of new gold deposits and successful completion of the work needed to report these discoveries as proven and probable reserves. In a business that depletes its reserves every year through production, just maintaining the level of reserves from one year to the next is a substantial challenge. In order to promote growth in reserves, amounts acquired by acquisition are included in reserve increases.

The Company and the Compensation Committee believe that these metrics contribute to a balanced approach of driving both short-term and long-term share price appreciation.

Calculation of Corporate Performance Bonuses: If the Company achieves its targeted performance for each of the metrics, the payout percentage for the Corporate Performance Bonus is paid at 100%. If the maximum amounts for each metric are achieved or exceeded, the payout percentage for the Corporate Performance Bonus is 200%. If the minimum amounts are not achieved for a particular metric, no Corporate Performance Bonus is payable for that metric. For performance between the minimum and maximum for any metric, the amount is prorated to result in a payout percentage between 0% and 200%.

For 2006, the payout percentage for the Corporate Performance Bonus was 92%, calculated as follows. To calculate the Corporate Performance Bonus for each of the executives, the relevant percentage of base salary was multiplied by 92%.

2006 Corporate Performance Bonus Calculation

The Compensation Committee evaluates the mix of metrics, target levels and weightings each year to ensure that the programs reflect the Company’s goals of achieving accountability, stockholder alignment and transparency. The Compensation Committee may adjust the payout percentage based on factors unforeseen when the original targets were set. The Compensation Committee recognizes the responsibility for ensuring accountability, stockholder alignment and transparency as to the manner in which it exercises discretion for executive rewards. In the event the Compensation Committee exercises discretion to award bonuses on a basis different than the Corporate Performance Bonus formula set at the beginning of the year, either positively or

negatively, the decision and rationale will be fully disclosed. No adjustments were made for 2006 performance bonuses.

Personal Performance Bonus. Individual performance is measured against specific leadership objectives and the values of the Company. In assessing personal performance, the Compensation Committee reviews the Named Executive Officer’s progress on leadership objectives and embodiment of Company values and then determines Personal Performance Bonuses for the year. In the cases of the Named Executive Officers other than Mr. Murdy, Mr. Murdy provides recommendations regarding Personal Performance Bonuses. The amounts of Personal Performance Bonuses approved by the Compensation Committee for the Named Executive Officers for 2006 are shown in the Bonus column of the Summary Compensation Table on page 35.

The Compensation Committee’s determination of the amounts of Personal Performance Bonuses is subjective, not subject to mathematical precision. Accordingly, it is a comparatively small percentage of total compensation for the Named Executive Officers. In determining the amounts of 2006 Personal Performance Bonuses, the Compensation Committee weighed individual contributions to Company goals. In particular, through the efforts of the Named Executive Officers and others, the Company exceeded its goals relating to operating cash flow and replacement of proven and probable gold reserves. Equity gold sales and cost goals were not achieved, although the Company achieved annual gold sales and costs within the range that had been revised during the year to reflect changed circumstances at various operations. The Company generated record earnings of $791 million in 2006 ($1.76 per share) versus $322 million ($0.72 per share) in 2005. The Named Executive Officers also made progress on improving safety records, reducing general and administrative costs and developing an enhanced suite of environmental performance metrics designed to provide tangible measures of success in achieving the Company’s goal of industry excellence. Improved financial and operating performance during the fourth quarter of 2006, resulting from changes made in the Company’s operations, was also noted. The Compensation Committee also considered the Company’s share price performance compared to peer companies and gold price indices. In the case of Mr. Murdy’s performance, the Compensation Committee noted compound annual returns to shareholders of 17% in the six years since he became Chief Executive Officer in 2001.

Stock Incentive Bonus.To balance short-term performance with the need for sustainable results, the Company awards Stock Incentive Bonuses as an intermediate reward scheme. This reward is delivered in restricted stock or restricted stock units, in the case of Mr. Lassonde, which vest in equal annual increments over three years. The reward is measured on the same corporate performance metrics as used in calculating the Corporate Performance Bonus. Therefore, to calculate the 2006 Stock Incentive Bonus for each of the executives, the target percentage of base salary was multiplied by 92%. The dollar amount is converted to restricted stock or restricted stock units using the fair market value of the Company common stock on the date of grant. The fair market value is the average of the high and low sales price of the Company’s common stock on the New York Stock Exchange on grant date, as reported by Bloomberg Professional, the independent commercial reporting service selected by the Compensation Committee.

Stock Incentive Bonuses were paid on February 7, 2007 for 2006 performance in the following amounts:

2006 Stock Incentive Bonuses

In 2009 and subsequent years, the payout percentage will be calculated for 2008 performance and thereafter as a three-year average of Corporate Performance Bonus payouts with the following weightings:

The Company is phasing in the three-year weighting for 2008 and 2009 Stock Incentive Bonuses. In 2008, the weighting will be 40% 2006 results and 60% 2007 results. This alignment of incentive rewards ensures clear ties to the business plans and the corporate long-term vision and goals. Payout of this incentive drives multiple year performance.

Dividends are paid on restricted stock and accrued until vesting for restricted stock units. In the case of restricted stock, the stock is issued and outstanding as of the date of grant, so dividends are paid in the ordinary course. Dividend equivalents are paid on restricted stock units at vesting, so that they are economically similar to restricted stock. Dividends are calculated at the same rate as paid to other stockholders, as approved by the Company’s Board of Directors.

The Company’s business model is designed to provide investors with gold price leverage. Gold price leverage means that Company stockholders should expect to earn returns that are superior to returns that they would earn if they invested in gold bullion directly. To provide executives with upside incentive, if the Company’s annual share price achieves more than two times gold price leverage in any one year, executives earn an additional 15% of their restricted stock target level in shares for that year. If the Company’s annual share price earns returns of three times the return on gold or more, executives could earn 25% more restricted stock to their target grant. Stock Incentive Bonuses for the Named Executive Officers were not modified under this provision for 2006 performance.

Stock Option Awards.Stock options reward executives for growth in the value of Company stock over the long term. This is the high-risk, high-return component of the executive total compensation program because stock options deliver value to an executive only if the share price is above the grant price, and therefore stock price volatility will have a greater impact on total compensation results as compared to restricted stock.

Each executive, including the Named Executive Officers, is assigned a target amount of stock options to be awarded in any year. This target is established based on the anticipated fair value of the stock options as a portion of total compensation, with consideration given to the proportion of fixed versus variable compensation appropriate to each executive. The actual grants to individual executives may be modified from the targeted amount based on an assessment of individual performance. The Compensation Committee also created an additional pool of stock options, up to 10% above the targeted amount, to be awarded in recognition of exceptional individual performance.

Stock options vest in three equal annual installments from the date of grant and have a term of 10 years. However, in the case of death, disability, retirement, change of control or severance, the Company will accelerate the vesting of stock options and alter the term to exercise vested stock options. See the accelerated vesting section on page 32.

During 2006, each of the Named Executive Officers received at least the targeted amount of stock options. In addition, at the recommendation of the Chief Executive Officer, the Compensation Committee awarded to certain Named Executive Officers stock options above the targeted amounts. The stock options were awarded in recognition of exceptional performance during 2005. Mr. O’Brien and Mr. Enos were awarded 5,000 stock options, in addition to the targeted awards. Mr. Harquail was awarded 2,500 stock options, in addition to the targeted award. The numbers and grant date fair values of stock options granted to the Named Executive Officers in 2006 are shown in the 2006 Grants of Plan-Based Awards Table on page 37.

Policies and Process for Granting Stock Options: On an annual basis, the Compensation Committee reviews the rate at which other companies grant stock options and other stock grants in the aggregate for all employees. The Committee reviews data regarding other public companies considered to be in the Materials group of the Standard & Poor’s 500 Index. The Committee has concluded that the Company’s grant rates are significantly lower than the mean grant rates of other companies in the Materials group.

The Company, at the direction of the Compensation Committee, has examined its policies and procedures relating to the grant of stock options. The Company:

The Company has a written policy governing the grant of stock options. The policy applies equally to grants of stock options to executives and other employees. The policy provides, among other things, that:

The Company’s 2005 Stock Incentive Plan defines fair market value of the stock as the average of the high and low sales price on the date of the grant. The Company selected, and the Compensation Committee approved, this formula to mitigate the effect of the volatility of the Company’s stock price, often a direct result of day-to-day changes in the gold price and not factors related to Company performance. The formula does not increase the likelihood that recipients will be granted in-the-money stock options.

Stock Ownership Guidelines.The Company’s stock ownership guidelines require that all employees designated as “executives” for plan years after December 31, 2007 will not be considered in calculating levelspurposes of compensation underthis policy (approximately 60 individuals) own shares of the plan for any participants.

Company’s stock, the value of which is a multiple of base salary. For the Named Executive Officers, exceptthe stock ownership guidelines are as follows:

Stock Ownership Guidelines

Stock ownership guidelines were put in place to increase the alignment of interests between executives and stockholders by encouraging executives to act as equity owners of the Company. Unvested shares of restricted stock and shares held in retirement accounts are considered owned for purposes of the guidelines. New employees have three years to comply with the guidelines. The Compensation Committee reviews compliance with the guidelines annually. All of the executives identified above are in compliance with the stock ownership guidelines.

Restrictions on Trading Stock.The Company has adopted a stock trading policy for its employees, including the Named Executive Officers. The policy prohibits employees from trading during certain periods at the end of each quarter until after the Company’s public disclosure of financial and operating results for that quarter, unless they have received the approval of the Company’s General Counsel. The Company may impose additional restricted trading periods at any time if it believes trading by employees would not be appropriate because of developments at the Company that are, or could be, material. Any limit orders outstanding with respect to any Company security are suspended for the duration of any restricted trading period. In addition, the Company requires pre-clearance of trades in Company securities for its executive officers.

Officers may not purchase or sell options on Company stock, nor engage in short sales with respect to Company stock. Also, trading by officers and directors in puts, calls, straddles, equity swaps or other derivative securities that are directly linked to Company stock is prohibited.

Policy Regarding Financial Restatements.In 2006, the Company revised its Corporate Governance Guidelines to add a policy adopted by the Board of Directors regarding the treatment of bonus payments made to executives based upon financial results of the Company that are later subject to restatement. Specifically, the policy provides that, to the full extent permitted by governing law, the Board will require reimbursement of any portion of a bonus previously paid to an executive (meaning an executive as defined by Section 16 of the Securities Act of 1934) pursuant to the terms of the Company’s bonus programs if: (a) the amount of any bonus, including stock awards, was calculated based on the achievement of certain financial results that were subsequently the subject of a restatement; (b) the amount of such bonus that would have been awarded to the executive had the financial results been reported as in the restatement would have been lower than the bonus actually awarded; and (c) in the judgment of the Board of Directors, the circumstances warrant such reimbursement. The policy to seek reimbursement of bonuses is not limited to situations involving fraud and is not limited to those executives directly involved in causing the restatement.

Perquisites.The Company’s philosophy is to provide a minimum of perquisites to its executives and generally only when such benefits have a business purpose. In 2006, such benefits for the Named Executive Officers were (a) financial counseling services; (b) country or social club memberships for the Chief Executive Officer and President; (c) limited use of corporate aircraft for travel by family members; (d) preventive medical

examinations; and (e) personal use of administrative assistance services. In addition, Mr. Murdy and Mr. Lassonde are eligible to participate in the Board of Director’s Charitable Gift Program, described on page     .

The Company offers reimbursement for financial counseling services in the amount of $15,000 per year to the Chief Executive Officer and $6,500 per year to Mr. Lassonde, Mr. O’Brien, Mr. Enos, Mr. Hansen and Mr. Harquail. This benefit is granted in recognition of the complexity of the Company’s executive compensation program and because the Company considers the provision of such a benefit to be competitive in the marketplace.

Membership fees for private golf clubs are paid for Mr. Murdy and Mr. Lassonde. These clubs are used for substantial business purposes, including business entertainment, meetings and dinners. In recognition of the fact that some portions of the memberships are used for personal purposes, the entire amount reimbursed is considered a perquisite and reported in the All Other Compensation column of the Summary Compensation Table on page 35.

The Company owns fractional shares in corporate aircraft, which are used primarily for senior executives’ travel on Company business. On occasion, an executive’s family members may travel on the corporate aircraft with the executive, at no or minimal incremental cost to the Company. If a spouse accompanies an executive to attend a business function at which spouses are generally expected to attend, the Company reimburses the executive for any income taxes due as a result of the spouse’s travel. The amount reimbursed for these income taxes and the amount, if any, of the incremental cost to the Company of use of the aircraft by family members, are included in the All Other Compensation column of the Summary Compensation Table.

During 2006, the Company paid for preventive medical examination costs for employees at certain grade levels, including all executive grade employees, because the Company’s health insurance plans did not cover preventive health care examinations. The Company discontinued this benefit at the end of 2006 because the Company’s health insurance plans now cover preventive health care examinations.

The cost to the Company of perquisites to Mr. Murdy, Mr. O’Brien and Mr. Lassonde are included in the All Other Compensation column of the Summary Compensation Table on page 35.

Post-Employment Compensation.

The Company has a package of post-employment compensation plans and policies in place that include Company-only funded benefits as well as employee contribution benefits. The combination of plans and policies allow the Company to offer its employees, including the Named Executive Officers, post-employment compensation as well as powerful incentives for employees to remain with the Company, rather than seeking alternative employment. The Company’s decisions regarding post-employment compensation take into account the industry sector and general business comparisons to ensure post-employment compensation is aligned with the broader market.

Pension Plan.The Pension Plan of Newmont (“Pension Plan”) is a tax-qualified defined benefit plan available to a broad group of Company employees, which generally includes U.S. domestic salaried employees of the Company. The purpose of the Pension Plan is to provide a vehicle for partial salary and bonus income replacement following table shows (a)retirement. Because the monthly accruedbenefits under the Pension Plan enlarge with years of service with the Company, the Pension Plan is also an important tool for the Company to retain employees beyond the shorter-term retention vehicles such as stock awards.

Messrs. Murdy, O’Brien, Enos, Hansen and Harquail are participants in the Pension Plan. The Pension Plan provides for post-retirement payments determined by a formula based upon age, years of service and pension- eligible earnings. Age 62 is the normal retirement age under the Pension Plan, meaning the age upon which the employee may terminate employment and collect benefits, or a participant may retire at age 55 with 10 years of

service and collect reduced benefits immediately. If a Pension Plan participant terminates employment prior to age 55, but has a vested benefit by having acquired 5 years of service with the Company, the participant will begin to collect a benefit at age 62. If the participant terminates employment prior to age 55, but has 10 or more years of service with the Company, the participant will begin to collect a reduced benefit at age 55. If a participant attains the age of 48, has 10 years of service, and is terminated from employment within 3 years of a change of control, the participant is entitled to commence benefits. The Pension Plan utilizes the same definition of change of control as the Executive Change of Control Plan. The formula based upon age and years of service for benefits provides a strong incentive for Company employees to remain employed with the Company, even in times of high demand in the employment marketplace.

See the Pension Benefits Table on page 40 for a description of benefits payable to the Named Executive Officers under the Pension Plan.

Pension Equalization Plan.The Pension Equalization Plan of Newmont (“Pension Equalization Plan”) is a non-qualified defined benefit plan available to eligible participants, which generally includes U.S. domestic executive-grade employees of the Company. The purpose of the Pension Equalization Plan is to provide benefits to executives beyond the benefit limits in the tax-qualified Pension Plan. Because the benefit limits in the Pension Plan could minimize the effectiveness of the retention aspect of the Pension Plan for executives with the Company, the Pension Equalization Plan provides additional post-employment benefits to executives after they reach the limit in the Pension Plan. Like the Pension Plan, the Pension Equalization Plan provides a benefit based upon age and years of service, which provides a long-term incentive to executives to remain employed with Newmont, versus seeking alternative employment.

The Pension Equalization Plan provides for an actuarially determined present value cash lump sum amount upon retirement at age 62, or upon termination after 5 years of service with the Company. The Company determines the lump sum amount by calculating a full pension benefit under the Pension Plan, asutilizing the definition of December 31, 2005, (b)Salary from the present value ofPension Equalization Plan, and subtracting the actual benefit owed under the Pension Plan that is subject to the cap in benefits.

In March 2001, the Company entered into an agreement with Mr. Murdy to provide an enhanced benefit under the Pension Equalization Plan to Mr. Murdy as a retention incentive. The agreement provides that in the event of December 31, 2005, (c) the projected monthly benefittermination of Mr. Murdy’s employment from the Company after Mr. Murdy attains the age of 62, or prior to the attainment of age 62 in limited circumstances, Mr. Murdy is entitled to 1.5 times his actual credited service under the Pension Plan upon retirement at age 62, (d) the estimated present valueterms of the benefitPension Equalization Plan. Mr. Murdy attained the age of 62 during 2006, substantially increasing the change in pension value shown in the Summary Compensation Table on page 35. The extra years of credited service under the Pension Equalization Plan uponresulted in a one-time increase of $6,472,126 in Mr. Murdy’s 2006 compensation shown in the Summary Compensation Table.

See the Pension Benefits Table on page 40 for a description of benefits payable to the Named Executive Officers under the Pension Equalization Plan.

International Retirement Plan.Mr. Lassonde is a participant in the International Retirement Plan of Newmont (“International Plan”), rather than the Pension Plan or Pension Equalization Plan of Newmont. Mr. Lassonde is eligible to participate in the International Plan because he is a non-U.S. citizen, employed by a non-U.S. Newmont entity and he is working outside of his home country of Canada. The purpose of the International Plan is to provide for basic income replacement post-employment to eligible international employees.

There is a discussion of the International Retirement Plan and Mr. Lassonde’s benefits following the Pension Benefits Table on page 42.

Retirement Savings Plan of Newmont. The Retirement Savings Plan of Newmont (“Savings Plan”) is a 401(k) tax-qualified savings plan generally available to United States based salaried and non-union hourly employees of the Company. The purpose of the Savings Plan is to provide a retirement savings vehicle for eligible employees.

The Savings Plan provides that eligible employees may contribute before-tax or after-tax compensation to a plan account for retirement savings. Under the Savings Plan, the Company will match 100% of the first 6% of a participant’s contribution to the Savings Plan up to a limit of $12,000 annually. The Company contribution vests as follows:

Savings Plan Vesting Schedule

Savings Plan contributions can be invested into one or more funds selected by a committee of Company representatives, with the advice of professional investment managers. New funds may be added and funds currently available may be changed or withdrawn. Contributions can only be invested in funds offered by the Savings Plan.

Company matching contributions are initially invested in Newmont Mining Company Stock Fund, which can be immediately re-invested into any other funds offered by the plan (subject to trading restrictions described above). As beneficial owner of the shares of Company stock, participants may exercise their voting rights and receive dividends, which are reinvested to buy additional shares. The objective of the Newmont Stock Fund is to provide participants with an opportunity to participate in the future growth of the Company.

In the event of death, disability, retirement, change of control (same definition as Executive Change of Control Plan explained in the Potential Payments Upon Termination of Change in Control section below) or termination of the Savings Plan, a participant is fully vested in the Company contribution component of the Savings Plan.

The Savings Plan limits the before-tax and after-tax contributions that highly compensated participants may make to the Savings Plan. The Savings Plan defines highly compensated employees as generally the top-paid group, meaning 20% of employees paid the highest amount, inclusive of a wide-range of compensation such as cash bonus, salary, premium pay, overtime, severance, insurance payments, other benefits, disability payments, amounts deferred under non-qualified plans, foreign assignment premiums, stock based compensation and stock based bonus. The highly compensated employees cannot contribute more to the plan than allowed by the Internal Revenue Code, and the Savings Plan incorporates such limitations. Messrs. Murdy, O’Brien, Enos, Hansen and Harquail are participants in the Savings Plan.

Amounts contributed by the Company to the Savings Plan for the Named Executive Officers are included in the All Other Compensation column of the Summary Compensation Table on page 35.

Savings Equalization Plan.The Savings Equalization Plan of Newmont (“Savings Equalization Plan”) is a non-qualified deferred compensation plan. Messrs. Murdy, O’Brien, Enos and Harquail are currently eligible to participate in the Savings Equalization Plan. To participate in the Savings Equalization Plan, an employee must have a base salary over $100,000 and be eligible to participate in the Savings Plan of Newmont.

The Savings Equalization Plan allows eligible participants the opportunity to defer up to 100% of compensation (minus before-tax contributions under the Savings Plan) beyond the Internal Revenue Code limitations set forth in the Savings Plan. The Savings Equalization Plan uses the same definition of compensation as the Savings Plan. The purpose of the Savings Equalization Plan is to allow highly compensated employees a way to defer additional compensation for post-employment savings purposes beyond the limits set forth in the Savings Plan. A participant’s deferred compensation is contributed at age 62,the direction of the participant to various hypothetical investment alternatives, including a hypothetical investment in shares of Company stock. Such investments are selected by a committee of Company representatives, with the advice of professional investment managers. Company matching contributions are credited to a participant’s account in phantom shares of Company stock. The Company contribution in the Savings Equalization Plan is subject to a cap of $12,000 per year (in the aggregate with any Company contribution to the Savings Plan) for each participant. The Savings Equalization Plan contains a 4 year vesting period for the Company contribution that is the same as for the Savings Plan.

See the 2006 Nonqualified Deferred Compensation Table on page 43 for a description of benefits under the Savings Equalization Plan.

Change of Control. The Company recognizes that a change of control can create uncertainty for its employees that may result in loss or distraction of executives during a critical period. As a result, the Company adopted the Executive Change of Control Plan of Newmont (“Change of Control Plan”) as a mechanism to retain executives and (e)their critical capabilities to enhance and protect the increasebest interests of the Company and its stockholders during a change of control environment, or threatened change of control. Additionally, the Company believes that it is in accruedthe best interests of the Company and its stockholders to provide certain benefits to executives whose employment terminates in connection with a change of control. The original plan was adopted in 1998.

The Change of Control Plan applies to executive grade level employees, including the Named Executive Officers, in the event of a change of control, which is defined in the Change of Control Plan.

To be eligible for benefits under the Change of Control Plan the following must happen:

If an executive is eligible for termination benefits under the Change of Control Plan, the executive is entitled to:

Messrs. Murdy, O’Brien, Enos and Harquail participate in the Change of Control Plan at the three times annual pay level. These individuals are designated for the enhanced benefits because they all hold positions that would require continuity during a change of control or threatened change of control. In addition, the positions that the designated individuals hold are based onat high risk for change of personnel in the event of a Pension Benefit Guaranty Corporation interest ratechange of 2.75%. Also listed below arecontrol and the balances asenhanced benefit provides additional incentive for such executives to stay with the Company despite any concerns regarding a change of control. Mr. Lassonde participated in the Change of Control Plan at three times his annual pay in 2006 and does not participate in the Executive Change of Control Plan after December 31, 2005 for2006. See the Company’s matching contributions to the accountsdescription of Messrs. Murdy, Enos, Hansen, O’Brien and Francisco under (f) Newmont’s qualified Retirement Savings Plan, and (g) the non-qualified supplemental Savings Equalization Plan.

Mr. Lassonde participates in the Company’s International Retirement Plan (the “International Plan”), which provides participants with a basic, savings and supplemental payment upon retirement or termination of employment. The basic and savings payments are calculated based on participants’ age and annual compensation during each year of participation in the International Plan. Pursuant to Mr. Lassonde’s employment agreement an amount equalon page 33.

In 2006, the Company and Mr. Murdy agreed to 18%terminate Mr. Murdy’s executive change of his annual compensation for 2005 ($239,207) was accrued for his basic payment and 6% of his annual compensation for 2005 ($79,736) was accrued for his supplemental payment. Additionally, $12,000 was accruedcontrol contract in exchange for Mr. Lassonde’s anticipated savings payment. It is estimated thatMurdy participating in the Executive Change of Control Plan. Mr. Lassonde will be entitledMurdy’s individual contract provided for cash benefits to Mr. Murdy upon a basic paymentchange of $1,806,498, a savings paymentcontrol, without the additional trigger of $118,357 and a supplemental paymenttermination of $602,166. Thus, the total estimated payment for Mr. Lassonde under the International Plan is a lump sum of $2,527,021 upon retirement at age 62.

Officers’ Death Benefit Plan and Group Life Insurance Program.Murdy’s employment. The Company has an Officers’ Death Benefit Planand Mr. Murdy agreed that the double trigger of a change of control and employment termination is consistent with the Company’s goal of gaining leadership continuity during a change of control period.

See the Potential Payments Upon Termination or Change in Control section starting at page 44 for the benefit ofpotential amounts payable to the Named Executive Officers under the Change of Control Plan.

Severance Plan of Newmont. The Severance Plan of Newmont (“Severance Plan”) provides a certain number of weeks of salary and other executive officerspro-rated annual cash bonus (at target levels) to U.S. domestic salaried employees of the Company. The plan provides a death benefit of three times final annual base salary for an executive officer who dies while

an active employeeCompany following involuntary termination. Messrs. Murdy, O’Brien, Enos and a death benefit of one times final annual base salary for an executive officer who dies after retiring at or after normal retirement age. For retirement prior to normal retirement age, the post-retirement death benefit is 30% to 100% of one times final annual base salary, depending on the number of years remaining to normal retirement age. Coverage under the Officers’ Death Benefit Plan is offset by group life insurance maintained for the benefit ofHarquail are all salaried employees of the Company and certainthus eligible to participate in the Severance Plan. Mr. Lassonde does not participate in the Severance Plan after December 31, 2006 according to his employment agreement described on page     .

According to the Severance Plan, an involuntary termination is job elimination, plant abandonment or closing or a reduction in force. The Severance Plan provides that even if the termination was the result of its subsidiaries.one of the circumstances stated in the prior sentence, it shall not be an involuntary termination if the Company offers the employee another position within 75 miles of the former position, at the same or higher base salary, and involving responsibilities of somewhat similar levels of importance to the Company as the prior position. Involuntary termination does not include terminations as a result of poor work performance, failure to follow policy or direction or cause.

In the event of an involuntary termination, the eligible employee is entitled to:

The purpose of the Severance Plan is to provide basic income and benefit replacement for a period of weeks following employment termination that is not due to an employee’s poor performance, misconduct or a change of control. The Severance Plan allows the terminated employee some time and resources to seek future employment.

Mr. Murdy’s offer letter of offer of employment from the Company, dated May 6, 1993, provides that if his employment is terminated other than for “cause” (as defined in the Company’s Severance Plan),“cause,” or if he terminates employment after a reduction in base salary or a significant reduction in duties and responsibilities (as determined by independent members of the Board of Directors of the Company), he will be entitled to receive 24 months of his then-applicable salary (asas defined in the Company’s Severance Plan) Plan

plus certain other severance benefits.benefits available under the Severance Plan. Any benefits to which Mr. Murdy may be entitled under the Company’s Severance Plan (as described below) reduce the benefits due under this arrangement. Mr. Murdy’s letter agreement with

See the Potential Payments Upon Termination or Change in Control section on starting page 44 for potential amounts payable to the Named Executive Officers under the Severance Plan.

Officer’s Death Benefit. The Officer’s Death Benefit Plan of Newmont (“Officer Death Benefit Plan”) provides for a cash payment upon the death of currently employed executive-level officers of the Company, as well as eligible retired executive-level officers. The Officer Death Benefit Plan provides that upon his retirement from the Company on or after his 62^nd birthday, he will receive an additional one-half year of “credited” service under the Company’s non-qualified supplemental pension plan for each otherwise credited year of his service with the Company or any of its subsidiaries in computing his pension benefits. In the event Mr. Murdy’s employment with the Company or any of its subsidiaries terminates prior to his 62^nd birthday, he will not be entitled to sucha lump sum cash benefit unless his termination constitutes a “qualifying termination” as defined in the letter agreement. Generally, a qualifying termination means (a) a termination due to Mr. Murdy’s death or disability, (b) a termination by Mr. Murdy for “good reason” (as defined in the letter agreement), (c) a termination of Mr. Murdypaid by the Company without cause (as definedupon death as follows:

The Company maintains group life insurance for the benefit of all salaried employees of the Company and any amount paid out of such group life insurance reduces the amount of the benefit payable under the Officer Death Benefit Plan.

Messrs. Murdy, O’Brien, Enos and Harquail are currently employed executive-level officers of the Company, and thus eligible for the Officer Death Benefit Plan, in the Company’s Severance Plan), or (d) a termination that qualifies Mr. Murdy for enhanced severance benefits under his Changeevent of Control Agreement (see “Change of Control Employment Agreements” below).

Pursuant todeath during employment. Mr. Lassonde’s Employment Agreement dated February 16, 2002,benefit is reduced as amended, Mr. Lassonde is paid a base salary to performresult of his dutiesresignation as President of the Company including, but not limitedon December 31, 2006.

See the Potential Payments Upon Termination or Change in Control section starting on page 44 for potential amounts payable to the Named Executive Officers under the Officer Death Benefit Plan.

Accelerated Vesting of Stock Awards.

Change of Control:In order to promote stability, retain executives and further align the interests of management operation, strategic direction and overall conductstockholders during the critical period of a change of control, a change of control will have certain immediate effects on stock awards granted to Named Executive Officers. Immediately prior to a change of control, among other things:

Death/Long-Term Disability/Retirement/Severance:Termination of employment due to death, long-term disability or retirement under the Pension Plan (entitling the executive to immediate pension benefits) or severance (following approval by the SVP of Human Resources and business development functionsexecution of a release) also triggers the immediate vesting of all restricted stock and restricted stock units granted to the executive.

In the event of employment termination due to death, severance (after execution of release) or long-term disability, a pro-rata portion of the Company.executive’s stock options (such pro-rata portion is based on days of service from the date of grant until the date of termination of employment in relation to the full vesting period) will immediately vest and all previously vested and accelerated vested options will be exercisable for a period beyond termination.

If an executive retires and is entitled to an immediate pension under the Pension Plan, the executive’s unvested stock options will vest and all previously vested and accelerated vested options will remain exercisable beyond termination for a certain period.⁽¹⁾ Despite the extension of time to exercise options after termination in the event of death, long-term disability, retirement or severance, no option remains exercisable beyond 10 years from the date of grant. In all cases, trading in Company securities is subject to the restrictions described in the section Restrictions on Trading Stock, above.

Executive Agreements.

Mr. Murdy. Mr. Murdy entered into an agreement with the Company for enhanced severance benefits as explained in the section above describing the Severance Plan. This agreement was entered in May 1993 in connection with Mr. Murdy’s hiring as Chief Financial Officer. In addition, Mr. Lassonde is eligible to participate in Newmont’s incentive plans, welfareMurdy has an agreement with the Company for an enhanced benefit programs, stock option plans and international retirement plan. Should Mr. Lassonde be terminated for any reason other than for cause, he will receive the amount of $750,000 or the benefit he would be eligible for under the Company’s SeverancePension Equalization Plan, and/oras described in the section above regarding the Pension Equalization Plan. This agreement was entered in March 2001 in connection with Mr. Murdy’s promotion to Chief Executive Officer.

During 2006, Mr. Murdy voluntarily terminated a change in control employment agreement, originally entered in February 1999, in exchange for his participation in the Executive Change of Control Plan whichever is greater. Indescribed on page 30. Mr. Murdy’s individual agreement provided for cash benefits upon a change of control, without the event his employment is terminated,additional trigger of termination of employment.

Mr. Lassonde. As of January 1, 2007, Mr. Lassonde is not required to resign from the Board of Directors of the Company; instead, he will be considered a non-employee director at such time and will be eligible to be considered for nomination by the Board for reelection as a director at the next scheduled annual meeting of stockholders, on the same basis as any other non-employee director. The agreement automatically renews for one-year terms unless terminated by either party.

Mr. Francisco resigned as an executive officer in September 2005 and entered into an employment agreement (“2007 Employment Agreement”) that terminated all prior employment agreements. The 2007 Employment Agreement providingis for provisiona term of services as Technical Advisor to the Chief Executive Officer.January 1, 2007 until April 30, 2007 and Mr. Francisco receivesLassonde will receive a base monthly salary of $500,000 per year and participates in benefits plans generally available$20,834 to employeesserve as the Vice Chairman of the Company. The Company and Mr. Francisco receivedLassonde entered into this agreement to define the cash and stock bonuses reflected in the Summary Compensation Table, butunique terms of Mr. Lassonde’s employment until April 30, 2007, namely that he will not be eligible for such bonuses or awards of stock options in future years. Mr. Francisco does not participate in the Executive Change of Control Plan.

Change of Control Employment Agreements. The Company is a party toall employee benefit plans. Mr. Lassonde will not participate in: (a) stock or bonus pay practices; (b) executive change of control employment agreements with Messrs. Murdy and Hansen. The changeplans; (c) severance plans; or (d) tax preparation service benefits. During the term of control employment agreements have three-year terms, which terms are automatically extended for one year upon each anniversary unless a notice not to extend is given by the Company. If a Change of Control (as defined in the agreements) occurs2007 Employment Agreement, Mr. Lassonde will participate in: (1) Company health and welfare plans; (2) Officer’s Death Benefit Plan; and (3) International Retirement Plan. Upon termination of the 2007 Employment Agreement, Mr. Lassonde retains his position as director of the Company pursuant to the normal terms and conditions of that directorship.

The Company and Mr. Lassonde entered into a Consulting Agreement (“Consulting Agreement”) to begin May 1, 2007 and extend to April 30, 2008, with automatic one-year renewals of the agreement, unless either party terminates the Consulting Agreement. Mr. Lassonde will provide general merchant banking advice and guidance to the Company during the term of an agreement, then the agreement becomes operativeConsulting Agreement for a fixed three-year period. The agreements provide generally that the executive’s terms and conditionsmonthly payment of $20,834. Mr. Lassonde will receive vested benefits accrued during employment, (including position, location, compensation and benefits)but, as a consultant, Mr. Lassonde will not be adversely changed duringparticipate in any employee benefit plans or pay practices. The Company or Mr. Lassonde can terminate the three-year period after a Change of ControlConsulting Agreement at any time and for any reason. Upon termination of the Company. IfConsulting Agreement, Mr. Lassonde is entitled to a one-time lump sum payment from the Company terminates the executive’s employment (other than for cause, death or disability), the

executive terminates for “good reason” during such three-year period, or the executive terminates employment for any reason during the 30-day period following the first anniversary of the Change of Control, and upon certain terminations prior to a Change of Control in connection with or in anticipation of a Change of Control, the executive is generally entitled to receive (a) three times the sum of (i) the executive’s annual base salary plus (ii) the executive’s annual bonus (as determined in the agreements), (b) accrued but unpaid compensation, (c) welfareamount of $750,000. This provision was carried over from Mr. Lassonde’s original employment agreement with the Company, dated February 16, 2002.

Mr. Hansen. Mr. Hansen resigned from the Company on November 20, 2006 and received the benefits discussed on page 48. The Company and Mr. Hansen entered into a consulting agreement for three years, (d) a pro rata bonusservices during 2007 for the year in which the termination of employment occurs, and (e) a lump sum payment having an actuarial value equal to the additional pension benefits the executive would have received if he or she had continued to be employed by the Company for an additional three years. In addition, the agreements provide that the executive is entitled to receive a payment in an amount sufficient to make the executive whole for any excise tax on excess parachute payments imposed under of $458,627.

Tax Deductibility of Compensation.

Section 4999162(m) of the Internal Revenue Code of 1986, as amended. amended, limits the amount of compensation that the Company may deduct in any one year with respect to each of its five most highly paid executive officers to $1,000,000. There are exceptions to the $1,000,000 limitation for performance-based compensation meeting certain requirements. The Company has not adopted a formal policy requiring all compensation to meet the exception requirements under Section 162(m) and therefore not be subject to the $1,000,000 deductibility limitation. The Company has decided not to implement a formal policy so that the Company can maintain flexibility in compensating executive officers in a manner designed to promote various corporate goals.

In 2006, Mr. Murdy’s and Mr. Lassonde’s compensation amounts are greater than $1,000,000. As a result, a portion of their salaries, bonuses, stock awards, and other compensation items are not deductible by the Company. Stock option awards pursuant to stockholder approved plans are performance-based and are fully deductible, regardless of the $1,000,000 limit in Section 162(m).Corporate Performance Bonuses, Personal Performance Bonuses and Stock Incentive Bonuses do not meet the performance-based exception under Section 162(m) and are therefore subject to the $1,000,000 deduction limit. To date, the Company has deemed the additional tax benefits that it could receive from a 162(m) executive compensation plan as immaterial to the Company. However, the Company continually assesses the materiality of additional 162(m) tax benefits that it could receive from a 162(m) executive compensation plan as executive compensation evolves.

Executive Compensation Tables

2006 Summary Compensation Table