Amendment Two to the Officers Death Benefit Plan as Amended and Restated effective January 1, 2013, of Newmont USA Limited, a wholly owned subsidiary of Registrant

AMENDMENT TWO

TO THE

OFFICERS’ DEATH BENEFIT PLAN OF NEWMONT

WHEREAS, the Officers’ Death Benefit Plan of Newmont (the “Plan”) was amended and restated by Newmont USA Limited (the “Plan Sponsor”) effective January 1, 2013; and

WHEREAS, the Plan Sponsor closed post-employment benefits to Salaried Employees who do not meet the eligibility requirements for the Plan as of January 1, 2017; and

WHEREAS, the Plan Sponsor wishes to freeze future benefits for any active employee on and after December 31, 2017; and

WHEREAS, Article X of the Plan authorizes the Plan Sponsor to amend the Plan from time to time.

NOW, THEREFORE, the Plan is hereby amended effective December 31, 2017 as follows:

Section 2.01.  Eligible Classes of Employees and Retirees.  The death benefits provided under this Plan will be paid pursuant to Article III if the Salaried Employee or Retiree satisfies the following requirements of this Section.

(a)Current Salaried Employees.    

(i)Effective December 31, 2017, current Salaried Employees are ineligible for pre-retirement death benefits.  Current salaried employees are eligible for post-retirement death benefits only if they meet all the requirements under Section 2.01(b) as of December 31, 2017.

(ii)Effective prior to December 31, 2017, a current Salaried Employee of the Employer at such time is eligible for the Plan if:

(A)the Salaried Employee is a corporate officer of Newmont Mining Corporation and is classified as an executive grade; or

(B)the Salaried Employee is designated by the Vice President of Human Resources of Newmont Mining or his delegate as eligible for the Plan.

Notwithstanding any provision of this Plan to the contrary, a Salaried Employee who becomes eligible for the Plan on or after January 1, 2017 but before December 31, 2017, shall cease to be covered under the Plan upon his or her retirement or termination of employment with the Employer and the Salaried Employee will no longer be eligible for benefits with the Plan.

The foregoing was adopted this 1st day of December, 2017.

NEWMONT USA LIMITED

By /s/ Stephen P. Gottesfeld

Name Stephen P. Gottesfeld

Title Vice President