NEWMONT INTERMEDIATE TERM INCENTIVE COMPENSATION PLAN
 
                        (Effective as of January 1, 2002)
 
         The board of directors of Newmont USA Limited (formerly Newmont Mining
Corporation) (the "Company"), established the Newmont Mining Corporation
Intermediate Term Incentive Compensation Plan (the "Plan"), effective January 1,
1997 (the "Effective Date"). The Plan is hereby amended and restated in its
entirety, and renamed the Newmont Intermediate Term Incentive Compensation Plan,
generally effective for the Performance Period ending December 31, 2002.
 
                                     PURPOSE
 
         The purpose of the Plan is to provide to selected key employees of the
Company and its Affiliated Entities (defined herein) that participate in the
Plan a more direct interest in the success of the operations of the Company by
rewarding their successful efforts to minimize production costs, expand
resources and optimize capital investments. Employees of the Company and
participating Affiliated Entities will be rewarded in accordance with the terms
and conditions described below.
 
                                    ARTICLE I
 
                                   DEFINITIONS
 
         1.1 "Affiliated Entity(ies)" means any corporation or other entity, now
or hereafter formed, that is or shall become affiliated with the Company, either
directly or indirectly, through stock ownership, control or otherwise, as
determined by the Company.
 
         1.2 "Annual Return on Invested Capital" means the sum of Newmont Mining
Corporation's ("Newmont Mining") consolidated net income applicable to common
shareholders and Pro-rata Tax-effected Interest Expense for a calendar year
divided by the average of the sum of Newmont Mining's Pro-rata Debt and
consolidated stockholders' equity for the year. Consolidated net income
applicable to common shareholders and consolidated stockholders' equity are the
amounts reflected in Newmont Mining's annual audited consolidated financial
statements. The average of the sum of Pro-rata Debt and shareholders' equity is
determined by taking the balance of each as of the end of the previous year,
adding such balances to the balances as of the end of the current year, and
dividing the result by two.
 
         1.3 "Average Return on Invested Capital" means the sum of the Annual
Return on Invested Capital for each fiscal year in the applicable Performance
Period, divided by the number of years in the applicable Performance Period,
beginning with the Performance Period from January 1, 2000 through December 31,
2002, provided, however, that for such Performance Period Average Return on
Invested Capital shall be based upon the 2001 and 2002 fiscal years only.
 
 
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         1.4 "Average Return on Invested Capital Factor" means the Performance
Factor determined with respect to Newmont Mining's Average Return on Invested
Capital for the relevant Performance Period.
 
         1.5 "Board" means the Board of Directors of the Company.
 
         1.6 "Bonus Eligible Earnings" means the total base salary earnings of
the Employee during the Plan Year. If an Employee is absent from work because of
a work-related injury, the Employee's "Bonus Eligible Earnings" will be
determined by his actual gross W-2 base earnings during the Plan Year. In the
case of a Terminated Eligible Employee who is Disabled, "Bonus Eligible
Earnings" will be determined by his actual gross W-2 base earnings, including
short-term disability pay received during the Plan Year, but excluding pay from
any other source. If an Employee dies during the Plan Year, the "Bonus Eligible
Earnings" for such Terminated Eligible Employee will be determined by his actual
gross W-2 base earnings. If an Employee is on active military duty during a Plan
Year, the "Bonus Eligible Earnings" will be determined by his actual gross W-2
base earnings during the Plan Year, exclusive of any military pay. If an
Employee does not receive a W-2, his "Bonus Eligible Earnings" shall be
determined on the basis of his actual gross base earnings for the Plan Year, or
portion thereof, as shown on the payroll records of the Company or the
Participating Employer. In all cases, an Employee's "Bonus Eligible Earnings"
shall be computed before reduction for pre-tax contributions to an employee
benefit plan of the Company pursuant to Section 401(k) or Section 125 of the
Code. In the event of a Change of Control, each Participant's "Bonus Eligible
Earnings" for purposes of computing the applicable ITIP Bonus in accordance with
the provisions of Section 3.3 shall be equal to each such Participant's base
salary, on an annualized basis, as of the date immediately preceding the Change
of Control, or, in the case of a Participant who terminates employment prior to
the date of the Change of Control, such Participant's base salary for the Plan
Year through the date of termination of employment.
 
         1.7 "Cash Cost Factor" means the Performance Factor determined with
respect to Newmont Mining's Cash Cost Per Equity Ounce for the relevant
Performance Period.
 
         1.8 "Cash Cost Per Equity Ounce" means Newmont Mining's "Total Cash
Costs" of the relevant producing properties, as determined by the Company, on an
equity basis during the relevant Performance Period, divided by the total
equivalent ounces produced from the same properties on an equity basis during
the relevant Performance Period. The components of "Total Cash Costs" are as
defined by the Gold Institute reporting standard, regardless of whether the
relevant property primarily produces gold. Beginning with the 2001-2003
Performance Period, by-product credits shall be added back to cash costs to the
extent production from such by-product credits is included in equivalent ounce
production, as determined by the Company. Equivalent ounces produced are
determined by taking Newmont Mining's equity gold production ounces from the
same properties used in determining "Total Cash Costs" and adding to it relevant
non-gold production, as determined by the Company, which is converted to gold
ounces based upon the relative price of an ounce of gold to the price of a unit
of non-gold production, as determined by the Company. To the extent a by-product
credit is taken in determining "Total Cash Costs," production resulting in such
by-product credit shall not be included in arriving at
 
 
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<PAGE>
 
total equity ounces produced. The Cash Cost per Equity Ounce shall be calculated
by the Company and approved by the Compensation Committee.
 
         1.9 "Change of Control" means any of the following events or
circumstances with respect to either Newmont USA Limited or Newmont Mining, and
for purposes of the following definition, the "Company" shall mean both Newmont
Mining, or any successor thereto, and Newmont USA Limited, or any successor
thereto:
 
                  (a) The acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
         Act of 1934, as amended (the "Exchange Act")) (a "Person") of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 20% or more of either (i) the then
         outstanding shares of common stock of the Company (the "Outstanding
         Common Stock") or (ii) the combined voting power of the then
         outstanding voting securities of the Company entitled to vote generally
         in the election of directors (the "Outstanding Voting Securities");
         provided, however, that for purposes of this subsection (a), the
         following acquisitions shall not constitute a Change of Control: (i)
         any acquisition directly from the Company, (ii) any acquisition by the
         Company, (iii) any acquisition by any employee benefit plan (or related
         trust) sponsored or maintained by the Company or any corporation
         controlled by the Company or (iv) any acquisition pursuant to a
         transaction which complies with clauses (i), (ii) and (iii) of
         subsection (c) of this Section; or
 
                  (b) Individuals who, as of the date hereof, constitute the
         Board of Directors of the Company (the "Incumbent Board") cease for any
         reason to constitute at least a majority of the Board of Directors of
         the Company; provided, however, that any individual becoming a director
         subsequent to the date hereof whose election, or nomination for
         election by the Company's shareholders, was approved by a vote of at
         least a majority of the directors then comprising the Incumbent Board
         shall be considered as though such individual were a member of the
         Incumbent Board, but excluding, for this purpose, any such individual
         whose initial assumption of office occurs as a result of an actual or
         threatened election contest with respect to the election or removal of
         directors or other actual or threatened solicitation of proxies or
         consents by or on behalf of a Person other than the Board of Directors
         of the Company; or
 
                  (c) Consummation by the Company of a reorganization, merger or
         consolidation or sale or other disposition of all or substantially all
         of the assets of the Company or the acquisition of assets of another
         entity (a "Business Combination"), in each case, unless, following such
         Business Combination, (i) all or substantially all of the individuals
         and entities who were the beneficial owners, respectively, of the
         Outstanding Common Stock and Outstanding Voting Securities immediately
         prior to such Business Combination beneficially own, directly or
         indirectly, more than 50% of, respectively, the then outstanding shares
         of common stock and the combined voting power of the then outstanding
         voting securities entitled to vote generally in the election of
         directors, as the case may be, of the corporation resulting from such
         Business Combination (including, without limitation, a corporation
         which as a result of such transaction owns the Company or all or
         substantially all of the Company's assets either directly or through
         one or more subsidiaries) in substantially the same proportions as
         their ownership immediately prior to such Business Combination of the
         Outstanding Common Stock and Outstanding Voting Securities, as the case
         may be, (ii) no Person (excluding any employee benefit plan (or related
         trust) of the Company or such corporation resulting from such Business
 
 
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<PAGE>
 
         Combination) beneficially owns, directly or indirectly, 20% or more of,
         respectively, the then outstanding shares of common stock of the
         corporation resulting from such Business Combination or the combined
         voting power of the then outstanding voting securities of such
         corporation except to the extent that such ownership existed prior to
         the Business Combination and (iii) at least a majority of the members
         of the board of directors of the corporation resulting from such
         Business Combination were members of the Incumbent Board at the time of
         the execution of the initial agreement, or of the action of the Board,
         providing for such Business Combination; or
 
                  (d) Approval by the shareholders of the Company of a complete
         liquidation or dissolution of the Company.
 
         1.10 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
 
         1.11 "Common Stock" means the $1.60 par value common stock of Newmont
Mining Corporation.
 
         1.12 "Company" means Newmont USA Limited, and where the context
requires, any Affiliated Entity that has become a Participating Employer.
 
         1.13 "Compensation Committee" means the Compensation Committee of the
Board or, if no such committee has been established, the full Board. References
to the Compensation Committee of Newmont Mining shall mean the Compensation
Committee of the Board of Directors of Newmont Mining.
 
         1.14 "Disability" means a condition such that the Employee has
terminated employment with the Company and/or all Participating Employers with a
qualifying disability and has immediately begun receiving benefits from a
long-term disability plan of the Company or a Participating Employer.
 
         1.15 "Earnings Factor" means the Performance Factor determined with
respect to Newmont Mining's Earnings Per Share for the relevant Performance
Period. The Earnings Factor shall be applicable in computing a Participant's
ITIP Bonus for the Performance Period ending December 31, 2002 and not for
subsequent Performance Periods.
 
         1.16 "Earnings Per Share" means the earnings per share, before
extraordinary items (determined in accordance with the provisions of Accounting
Principles Board Opinion Number 30), of Newmont Mining, for the relevant
Performance Period, as determined by the Company.
 
         1.17 "Employee" means a full time, salaried employee of the Company
and/or a Participating Employer, excluding temporary or leased employees. For
purposes of this Plan, an employee is any individual who provides services to
the Company as a common law employee and whose remuneration is subject to the
withholding of federal income tax pursuant to Section 3401 of the Code. An
Employee shall not include any individual (i) who provides services to the
Company and/or a Participating Employer under an agreement, contract, or any
other arrangement pursuant to which the individual is initially classified as an
independent contractor by the Company and/or a Participating Employer, or (ii)
whose remuneration for services has not
 
 
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<PAGE>
 
been treated initially as subject to the withholding of federal income tax
pursuant to Section 3401 of the Code even if the individual is subsequently
reclassified as a common law employee as a result of a final decree of a court
of competent jurisdiction or the settlement of an administrative or judicial
proceeding.
 
         1.18 "Fair Market Value" means, with respect to a share of Common Stock
as of a given date, the average of the high and low sales prices for a share of
Common Stock as reported by Reuters for such date; provided, however, that if
there is no sale of shares of Common Stock reported by Reuters on such date,
such fair market value shall be the average between the bid and asked prices for
a share of common stock reported by Reuters at the close of trading on such
date; provided further, however, that if no such prices are reported for such
day, the most recent day for which such prices are available shall be used. In
the event that the method for determining the fair market value of a share of
Common Stock provided for in the previous sentence shall not be practicable,
then such fair market value shall be determined by such other reasonable
valuation method as the Compensation Committee of Newmont Mining shall, in its
discretion, select and apply in good faith as of the given date.
 
         1.19 "ITIP Bonus" means the bonus payable to a Participant under this
Plan with respect to a Performance Period (or portion thereof as provided in
Section 3.2), which shall be determined by multiplying the Participant's Bonus
Eligible Earnings for the last Plan Year of such Performance Period (or portion
thereof) by the product of the following: (a) for the Performance Period from
January 1, 2000 through December 31, 2002, 70% times (Targeted Payout Percentage
times Management Effectiveness Factor) plus 30% times (Targeted Payout
Percentage times Earnings Factor); (b) for the Performance Period from January
1, 2001 through December 31, 2003, 70% times (Targeted Payout Percentage times
Management Effectiveness Factor) plus 30% times (Targeted Payout Percentage
times Average Return on Invested Capital Factor); and (c) for the Performance
Period from January 1, 2002 through December 31, 2004, 33-1/3% times (Targeted
Payout Percentage times Cash Cost Factor) plus 33-1/3% times (Targeted Payout
Percentage times Total Reserves Factor) plus 33-1/3% times (Targeted Payout
Percentage times Average Return on Invested Capital Factor). The ITIP Bonus
calculation for Performance Periods beginning on January 1, 2003 and thereafter
shall be established by the Compensation Committee of Newmont Mining.
 
         1.20 "Management Effectiveness Factor" means, with respect to any
applicable Performance Period, the average of the Production Factor, the Cash
Cost Factor and the Total Reserves Factor for such Performance Period.
 
         1.21 "Measure of Performance" means Production Equity Ounces, Cash Cost
Per Equity Ounce, Total Reserves Equity Ounces, Earnings Per Share and Average
Return on Invested Capital, as the case may be, for the relevant Performance
Period.
 
         1.22 "Participant" means an Employee who has satisfied the eligibility
requirements of Article II and who is, or may become, entitled to an ITIP Bonus
under the provisions of this Plan.
 
 
 
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<PAGE>
 
         1.23 "Participating Employer" means the Company and any Affiliated
Entity that the Company determines shall participate in the Plan.
 
         1.24 "Pay Grade" means those jobs sharing a common salary range, as
designated by the Company. If the Pay Grade of a Participant changes during the
Performance Period, the Targeted Payout Percentage applicable to such
Participant shall be prorated in accordance with the provisions of Section 1.36.
 
         1.25 "Performance Categories" means, effective for the Performance
Period beginning January 1, 2000 and ending December 31, 2002, and for all
subsequent Performance Periods, the following categories used to determine the
Performance Factors: "Outstanding," "Target" and "Threshold". The Compensation
Committee of Newmont Mining shall approve the level of performance for each
Performance Category and for each Measure of Performance with respect to each
Performance Period. The Compensation Committee of Newmont Mining shall retain
the discretion to change the required levels of performance, and the underlying
measurements of performance, in order to reflect the acquisition or disposition
of assets, or for other reasons as determined by the Compensation Committee of
Newmont Mining in its sole discretion.
 
         1.26 "Performance Factor" means the Production Factor, the Cash Cost
Factor, the Total Reserves Factor, the Average Return on Invested Capital Factor
or the Earnings Factor, as the case may be, for the relevant Performance Period.
The Performance Factor for each of the foregoing Factors shall be determined
based upon where each such Measure of Performance falls with respect to the
level of performance approved by the Compensation Committee of Newmont Mining
for each Performance Category. Effective for the Performance Period beginning
January 1, 2000 and ending December 31, 2002, and for all subsequent Performance
Periods, the Performance Factor for the Outstanding Performance Category shall
be two, the Performance Factor for the Target Performance Category shall be one,
and the Performance Factor for the Threshold Performance Category shall be zero.
The Performance Factor for each Measure of Performance will be determined by
interpolation, with rounding to the nearest 0.01, where the Measure of
Performance falls between the specified Performance Categories for such
Performance Period. The Compensation Committee of Newmont Mining shall certify
in writing, prior to the payment of any ITIP Bonus, that the Performance Factors
used for the calculation of the ITIP Bonus have been attained.
 
         1.27 "Performance Period" means the period of Plan Year(s) over which
the Measures of Performance shall be calculated for purposes of determining the
amount of an ITIP Bonus. The Performance Periods shall be composed of three Plan
Years beginning January 1, 2000.
 
         1.28 "Plan Year" means the calendar year.
 
         1.29 "Position(s)" means the defined job(s) held by an Employee during
the Plan Year.
 
         1.30 "Production Equity Ounces" means the total equivalent equity
ounces produced by Newmont Mining in the relevant Performance Period, as
calculated by the Company and approved by the Compensation Committee of Newmont
Mining.
 
 
                                       6
 
<PAGE>
 
         1.31 "Production Factor" means the Performance Factor attributable to
Production Equity Ounces with respect to the relevant Performance Period.
 
         1.32 "Pro-rata Tax-effected Interest Expense" means Newmont Mining's
annual consolidated interest expense as reflected in the annual consolidated
income statement less the minority interest in Minera Yanacocha SRL's interest
expense included in the consolidated amount plus Newmont Mining's share of P.T.
Newmont Nusa Tengarra's third party interest expense, with the result multiplied
by one minus Newmont Mining's marginal U.S. tax rate.
 
         1.33 "Pro-rata Debt" means the sum of all interest bearing debt
reflected on Newmont Mining's consolidated financial statements less the
minority interest in Minera Yanacocha SRL's debt included in the consolidated
amount plus Newmont Mining's share of P.T. Newmont Nusa Tengarra's third party
interest bearing debt.
 
         1.34 "Retirement" means termination of employment with the Company
and/or all Participating Employers by an Employee who immediately begins to
receive benefits from a defined benefit pension plan of the Company or a
Participating Employer.
 
         1.35 "Severance" means the termination of employment with the Company
and/or all Participating Employers because of an event entitling the Employee to
benefits under the terms of the Newmont Severance Pay Plan if the Employee
complies with all requirements of the Severance Pay Plan and immediately begins
receiving benefits under the terms of the Severance Pay Plan.
 
         1.36 "Targeted Payout Percentage" means the percentage of a
Participant's Bonus Eligible Earnings taken into account when calculating the
ITIP Bonus with respect to a Performance Period. The Targeted Payout Percentage
for the Performance Period beginning January 1, 2000 and ending December 31,
2002, the Performance Period beginning January 1, 2001 and ending December 31,
2003 and the Performance Period beginning January 1, 2002 and ending December
31, 2004 shall be determined in accordance with the provisions of Schedule A
attached hereto and hereby made a part hereof. Targeted Payout Percentages for
subsequent Performance Periods shall be established by the Compensation
Committee of Newmont Mining and attached as additional Schedules to this Plan.
If the Pay Grade of a Participant changes during a Performance Period, the
Targeted Payout Percentage applicable to such Participant shall be prorated
based upon the number of days spent in each Pay Grade during the Performance
Period.
 
         1.37 "Terminated Eligible Employee" means an Employee who terminates
employment with the Company and/or a Participating Employer during the Plan Year
on account of death, Retirement, Disability or Severance. The Vice President of
Human Resources of the Company may, in his/her sole discretion, also designate
in writing other Employees who terminate employment during the Plan Year under
other circumstances as "Terminated Eligible Employees".
 
 
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<PAGE>
 
         1.38 "Total Reserves Equity Ounces" means Newmont Mining's total equity
ounces of gold in proven and probable gold reserves at the end of the relevant
Performance Period as calculated by the Company and approved by the Compensation
Committee of Newmont Mining.
 
         1.39 "Total Reserves Factor" means the Performance Factor determined
with respect to the Total Reserves Equity Ounces for the relevant Performance
Period.
 
                                   ARTICLE II
 
                                   ELIGIBILITY
 
         All Employees of the Company and/or a Participating Employer in Pay
Grades 109 and above are eligible to receive an ITIP Bonus under the Plan,
provided (i) they are on the payroll of the Company and/or a Participating
Employer as of the last day of the relevant Performance Period, or (ii) they are
a Terminated Eligible Employee with respect to such Plan Year. Employees who are
on short-term disability under the Company's short-term disability policy or not
working because of a work-related injury as of the last day of the Plan Year
shall be eligible to receive a bonus under clause (i). Notwithstanding the
foregoing provisions of this Article II, the Compensation Committee of Newmont
Mining may, prior to the end of any Performance Period, exclude from eligibility
for participation under this Plan with respect to such Performance Period any
Employee or Employees, as the Compensation Committee of Newmont Mining may
determine in its sole discretion.
 
                                   ARTICLE III
 
                              PAYMENT OF ITIP BONUS
 
         3.1 Determination of ITIP Bonus - In General. As soon as reasonably
practicable after the end of each Performance Period, when all of the necessary
information with respect to the Performance Factors for such Performance Period
have been determined, the Compensation Committee of Newmont Mining shall certify
in writing the extent to which the Measures of Performance satisfy the
Performance Categories, the Performance Factors achieved with respect to such
Performance Period, and any other material terms of this Plan that apply to the
payment of the ITIP Bonus. Following such certification, payment of the ITIP
Bonus shall be made to the eligible Participants (other than Terminated Eligible
Employees) in accordance with the provisions of this Article III as soon as
reasonably practicable.
 
         3.2 Determination of ITIP Bonus and Payment of ITIP Bonus to Terminated
Eligible Employees. Terminated Eligible Employees shall be entitled to receive
an ITIP Bonus based upon their Bonus Eligible Earnings for the Plan Year during
which their employment with the Company and/or a Participating Employer
terminates, calculated by using the Targeted Payout Percentage for the
Performance Period applicable to the Plan Year during which the Participant
terminated employment. If a Participant terminates employment before the
completion of one full Plan Year during a Performance Period no ITIP Bonus shall
be paid with respect to such
 
 
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<PAGE>
 
Performance Period. Payment shall be made to a Terminated Eligible Employee with
respect to a Performance Period in accordance with Section 3.5 as soon as
practicable following the date of termination from employment with the Company
and/or a Participating Employer.
 
         3.3 Change of Control. In the event of a Change of Control, each
Participant (including any Terminated Eligible Employee) shall become entitled
to the payment of an ITIP Bonus based upon the applicable Targeted Payout
Percentage for the Performance Period during which such Change of Control occurs
and calculated based upon a Performance Category for each Performance Factor
equal to the greater of the actual Performance Category attained with respect to
such Performance Factor or the Target Performance Category. If a Change of
Control occurs prior to the time that the Compensation Committee of Newmont
Mining has established the Targeted Payout Percentages or the levels of
performance for the Performance Categories and Measures of Performance for a
Performance Period, the levels of performance and Targeted Payout Percentages
shall be based upon the immediately preceding Performance Period.
Notwithstanding the provisions of Section 3.5, in the event of a Change of
Control, the ITIP Bonus payable pursuant to this Section 3.3 shall be paid
entirely in cash. Payment of the ITIP Bonus under the foregoing circumstances
shall be made as soon as practicable following the date of the Change of
Control. Upon the completion of such payments, the Participants shall have no
further right to the payment of any ITIP Bonus hereunder (other than an ITIP
Bonus previously earned but not yet paid) and this Plan shall terminate.
 
         3.4 Limitation on ITIP Bonus. Effective for the Performance Period
ending December 31, 2002 and for all subsequent Performance Periods, the maximum
ITIP Bonus payable to any Participant under this Plan with respect to a
Performance Period shall not exceed 200% of the amount of such Bonus payable to
the Participant if all Performance Factors were at the Target Performance
Category level, based upon the Bonus Eligible Earnings of such Participant for
the last Plan Year in the Performance Period. Notwithstanding the foregoing, the
largest ITIP Bonus payable to any Participant under this Plan with respect to
any Performance Period shall not exceed $3 million. However, the Compensation
Committee of Newmont Mining may, in its sole discretion, authorize a larger ITIP
Bonus with respect to any Performance Period.
 
         3.5 Form of Payment. The amount of ITIP Bonuses payable under this Plan
shall be paid 50% in cash and 50% in shares of Common Stock (payable in whole
shares only with excess amounts paid in cash), which shall be subject to the
restrictions set forth in Section 3.7 below. The number of shares of Common
Stock to be issued in payment of an ITIP Bonus shall be determined based upon
the Fair Market Value of the Common Stock on the day immediately preceding the
date that the Compensation Committee of Newmont Mining meets and certifies the
satisfaction of the material terms of this Plan with respect to the payment of
the ITIP Bonus in accordance with the provisions of Section 3.1. Notwithstanding
the foregoing, (i) the Compensation Committee of Newmont Mining may, in its sole
discretion, cause all or any portion of any ITIP Bonus otherwise payable in
shares of Common Stock to be paid in cash, and (ii) if a Participant terminates
employment before payment of an ITIP Bonus and if all of the Participant's
shares of Common Stock granted pursuant to this Plan are non-forfeitable, in
accordance with the provisions of Section 3.7, the Participant's ITIP Bonus may
be paid in cash if approved by the Vice President of Human Resources of the
Company.
 
 
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<PAGE>
 
         3.6 Withholding Taxes. All bonuses payable hereunder shall be subject
to the withholding of such amounts as the Company may determine is required to
be withheld pursuant to any applicable federal, state or local law or
regulation. The Compensation Committee of Newmont Mining may, in its sole
discretion, permit any Participant to satisfy the withholding applicable to the
portion of the ITIP Bonus payable in shares of Common Stock by paying the amount
of such withholding to the Company in cash, or pursuant to other arrangements
satisfactory to the Company, or by causing the Company to withhold shares of
Common Stock from the ITIP Bonus otherwise payable (but only to the extent such
withholding of Common Stock will not cause the Company to incur an accounting
charge) and to make the requisite withholding payments on behalf of the
Participant, as determined in the Committee's discretion.
 
         3.7 Restrictions on Common Stock. (a) Shares of Common Stock issued as
payment of a portion of an ITIP Bonus hereunder shall be restricted and subject
to forfeiture as follows: If a Participant terminates employment prior to the
first anniversary of the date on which such shares of Common Stock were granted
to the Participant (as determined by the Compensation Committee of Newmont
Mining) (the "Grant Date"), all such shares of Common Stock shall be forfeited.
If a Participant terminates employment on or after the first anniversary of the
Grant Date, but prior to the second anniversary of the Grant Date, the
Participant shall forfeit 50% of the shares of Common Stock awarded as a part of
such ITIP Bonus. If a Participant terminates employment on or after the second
anniversary of the Grant Date, the shares of Common Stock shall not be subject
to forfeiture. Notwithstanding the foregoing, if a Participant terminates
employment on account of a Change of Control or is a Terminated Eligible
Employee, none of the shares of Common Stock granted to the Participant pursuant
to this Plan shall be subject to forfeiture.
 
                  (b) Effective with respect to the Performance Period ending
         December 31, 2001, and for all subsequent Performance Periods, the
         following provisions of this Section 3.7(b) shall be applicable. Shares
         of Common Stock issued hereunder as a part of an ITIP Bonus shall not
         be subject to transfer by the Participant until such time as the Shares
         have become non-forfeitable in accordance with the provisions of
         Section 3.7(a), at which time such Shares of Common Stock may be freely
         transferred by the Participant subject to all applicable laws,
         regulations and Company policies.
 
                  (c) The Compensation Committee of Newmont Mining shall cause a
         legend to be placed on the Common Stock certificates issued pursuant to
         this Plan referring to the restrictions provided by this Section and,
         in addition, may in its sole discretion require one or more of the
         following methods of enforcing the restrictions: (i) requiring the
         Participant to keep the stock certificates, duly endorsed, in the
         custody of the Company while the restrictions remain in effect; or (ii)
         requiring that the stock certificates, duly endorsed, be held in the
         custody of a third party while the restrictions remain in effect.
 
                  (d) Shares of Common Stock issued under this Plan may be
         issued pursuant to the provisions of the Newmont Mining Corporation
         1996 Employees Stock Plan, or otherwise, as determined in the sole
         discretion of the Compensation Committee of Newmont Mining. Effective
         with respect to the Performance Period ending December 31, 2002, and
         subsequent
 
 
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<PAGE>
 
         Performance Periods, shares of Common Stock issued under this Plan
         shall be issued pursuant to the provisions of the Newmont Mining
         Corporation 1999 Employee Stock Plan, or otherwise, as determined in
         the sole discretion of the Compensation Committee of Newmont Mining.
 
                  (e) The Compensation Committee of Newmont Mining may, in its
         sole discretion, require the Participant to agree not to make an
         election pursuant to Section 83(b) of the Code as a condition for the
         receipt of Common Stock hereunder.
 
                                   ARTICLE IV
 
                               GENERAL PROVISIONS
 
         4.1 Administration. The Plan will be administered by the Compensation
Committee of Newmont Mining or its delegees. The Compensation Committee of
Newmont Mining shall interpret the provisions of the Plan in its full and
absolute discretion. The determinations of the Compensation Committee of Newmont
Mining with respect to the Plan shall be conclusive. All expenses of the Company
in administering the Plan shall be borne by the Company.
 
         4.2 Plan Unfunded. The Plan shall be unfunded and no trust or other
funding mechanism shall be established for the Plan. All benefits to be paid
pursuant to the Plan shall be paid by the Company from its general assets and an
Employee (or his heir or devisee) shall not have any greater rights than a
general, unsecured creditor against the Company for any benefit hereunder.
 
         4.3 Participation in Plan by Affiliates. Any Affiliated Entity shall
become a party to this Plan and become a Participating Employer upon designation
by the Company as a Participating Employer.
 
         4.4 Amount Payable Upon Death of Employee. If a Participant who is
entitled to payment hereunder dies before receiving full payment of the amount
due, such amount shall be paid, in a cash lump sum, to the beneficiary or
beneficiaries designated by the Participant to receive life insurance proceeds
under the Company's life insurance plan. In the absence of an effective
beneficiary designation under said plan, any amount payable hereunder following
the death of a Participant shall be paid to the Participant's estate.
 
         4.5 Right of Offset. To the extent permitted by applicable law, the
Company may, in its sole discretion, apply any bonus payments otherwise due and
payable under this Plan against any Participant loans outstanding to the Company
or other debts of the Participant to the Company.
 
         4.6 Amendments, Termination, Etc. The Board, upon its own initiative or
upon the recommendation of the Compensation Committee of Newmont Mining, may at
any time amend, modify, suspend or terminate the Plan.
 
         4.7 Payments Due Minors or Incapacitated Persons. If any person
entitled to a payment under the Plan is a minor, or if the Compensation
Committee of Newmont Mining
 
 
 
 
                                       11
 
<PAGE>
 
determines that any such person is incapacitated by reason of physical or mental
disability, whether or not legally adjudicated as an incompetent, the
Compensation Committee of Newmont Mining shall have the power to cause the
payment becoming due to such person to be made to another for his benefit,
without responsibility of the Compensation Committee of Newmont Mining, the
Company, or any other person or entity to see to the application of such
payment. Payments made pursuant to such power shall operate as a complete
discharge of the Compensation Committee of Newmont Mining, the Plan and the
Company.
 
         4.8 Section Headings. The Section headings are included herein only for
convenience, and they shall have no effect on the interpretation of the Plan.
 
         4.9 Severability. If any article, section, subsection or specific
provision is found to be illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provisions of the Plan, and the Plan
shall be construed and enforced as if such illegal and invalid provision had
never been set forth in the Plan.
 
         4.10 No Right to Employment. The establishment of this Plan shall not
be deemed to confer upon any person any legal right to be employed by, or to be
retained in the employ of, the Company or any Affiliated Entity, or to give any
Employee or any person any right to receive any payment whatsoever, except as
provided under this Plan. All Employees shall remain subject to discharge from
employment to the same extent as if this Plan had never been adopted.
 
         4.11 Transferability. Any ITIP Bonus payable hereunder is personal to
the Participant and may not be sold, exchanged, transferred, pledged, assigned
or otherwise disposed of except by will or by the laws of descent and
distribution.
 
         4.12 Successors. This Plan shall be binding upon and inure to the
benefit of the Company, the Participating Employers and the Participants and
their respective heirs, representatives and successors.
 
         4.13 Governing Law. The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the State of Colorado,
unless superseded by federal law.
 
         Amended and restated as of January 1, 2002.
 
NEWMONT USA LIMITED
 
 
By:      /s/ Robert J. Bush
   ------------------------------
         Robert J. Bush
         Vice President, Administration and Human Resources
 
 
                                       12
 
<PAGE>
 
                                   SCHEDULE A
 
                           Targeted Payout Percentages
 
Pay Grade          2000-2002            2001-2003             2002-2004
---------          ---------            ---------             ---------
 
   207                175%                175%                    175%
 205-206              150%                150%                    150%
 203-204              125%                125%                    125%
 113-202               65%                 65%                     65%
 111-112               50%                 50%                     50%
   110                 40%                 40%                     40%
   109                 30%                 30%                     30%
 
                                       13
 
</TEXT>
</DOCUMENT>