Form of Waiver and Release Agreement to the December 31, 2008 Executive Change of Control Plan of Newmont USA Limited, a wholly owned subsidiary of Registrant, effective December 31, 2017

1. In accordance with the provisions of Section 3.04 of the Plan, as amended, the Executive hereby waives his or her right to any Additional Payment that may become payable to him or her under the Plan in the event of the imposition of an “Excise Tax,” as defined therein;

2. The Company hereby promises to offer Executive in the first quarter of 2018 long term incentive awards with a retirement provision defining retirement as (a) at least age 55 and (b) at least 5 years continuous employment with Newmont Mining Corporation or a subsidiary, and, (c) a total of at least 65 when adding age plus years of employment.  Additionally, the restricted stock unit award offered in 2018 as part of the long term incentive awards, shall include continued vesting into retirement (per the definition of retirement stated in this paragraph) after the first year of the three year vest period has lapsed.  Such long term incentive awards shall be offered in the normal and ordinary course of the administration of the Newmont Mining Corporation 2013 Stock Incentive Plan in the first quarter of 2018;

3. The Executive hereby releases, relieves and discharges the Plan, Plan fiduciaries, and the Company and its related organizations, with respect to the Additional Payment the Executive would otherwise receive;

4. This Agreement shall be binding upon the Executive, the Executive’s legal representatives, heirs, legatees, and distributees, and upon the Company, its successors, and assigns;

5. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

6. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.