Item 5.02- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 31, 2008, the Board of Directors of Newmont Mining Corporation ("the Company") granted Richard T. O'Brien, President and Chief Executive Officer of the Company, 100,000 shares of restricted stock and 300,000 stock options at an option exercise price of $26.91 as a retention incentive. Both awards vest 100% after a five year period, on October 30, 2013. In the event of death, long term disability or retirement under a Company retirement plan, a pro-rata percentage of each award shall vest based upon the percentage of vesting period elapsed from the grant date to the termination date, and the vested options shall remain exercisable for the shorter period of thirty-six months from the termination of employment resulting from death, long-term disability or retirement, or ten years from the date of grant. If the Company terminates Mr. O'Brien's employment for any reason other than Cause, as defined in the Executive Change of Control Plan of Newmont, the full grant amounts of both awards shall vest and the options shall be exercisable for the shorter period of thirty-six months from termination of employment, or expire ten years from the date of grant. Any outstanding options after October 31, 2013 shall immediately cancel if Mr. O'Brien voluntarily terminates employment or the Company terminates Mr. O'Brien's employment for Cause, as defined in the Executive Change of Control Plan of Newmont.

The Executive Change of Control Plan is attached to the Company's 2007 Annual Report on Form 10-K as Exhibit 10.19.

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