CERTIFICATE OF ELIMINATION
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
DELTA HOLDCO CORP.
(Pursuant to Section 151 of the
Delaware General Corporation Law)

Delta Holdco Corp., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby certify as follows:

FIRST: That, the following resolutions were adopted by the Board of Directors of the Corporation pursuant to the provisions of Section 151(g) of the General Corporation Law acting by written consent on January 30, 2002:

RESOLVED, that no shares of the Corporation's Series A Junior Participating Preferred Stock, the relative rights, preferences and limitations of which were set forth in the Corporation's Certificate of Incorporation (the "Former Preferred Stock") are outstanding, and it is anticipated that no shares of the Former Preferred Stock will be issued; and further

RESOLVED, that unless shares of Former Preferred Stock have been issued, as soon as practicable after the adoption of this resolution, the Authorized Officers of the Corporation are, and each of them is, directed to file with the Secretary of State of the State of Delaware a certificate pursuant to Section 151(g) of the General Corporation Law of the State of Delaware setting forth this resolution and the immediately preceding resolution in order to eliminate from the Corporation's Certificate of Incorporation all matters with respect to the Former Preferred Stock.

SECOND: That, pursuant to the provisions of Section 151(g) of the DGCL, all references to Series A Preferred Stock in the Certificate of Incorporation of the Corporation (including paragraph 5 of Article Fourth and the designation of the "Special Terms of the Preferred Shares" set forth therein) hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Corporation, without designation as to series.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by a duly authorized officer this 14th day of February, 2002.

DELTA HOLDCO CORP.

By:   /S/ BRITT D. BANKS
   ---------------------------------
   Name:  Britt D. Banks
   Title: Vice President, General
          Counsel and Secretary

CERTIFICATE OF DESIGNATIONS

OF

SPECIAL VOTING STOCK

OF

DELTA HOLDCO CORP.

(Pursuant to Section 151 of the
Delaware General Corporation Law)

Delta Holdco Corp., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies that pursuant to authority conferred upon the Board of Directors by the provisions of the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), the following resolution was duly adopted by the Board of Directors of the Corporation (the "Board of Directors") acting by written consent on January 30, 2002:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation in accordance with the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors hereby creates a series of Preferred Stock, par value $5.00 per share (the "Preferred Stock") of the Corporation and hereby states the designation and number of shares and fixes the relative rights, preferences, and limitations thereof (in addition to the provisions set forth in the Certificate of Incorporation of the Corporation, which are applicable to the Preferred Stock of all classes and series), as follows:

(a) The holder of record of the Special Voting Share shall vote together with the holders of the Common Stock, par value

$1.60

per share, of the Corporation (the "Common Stock"), as a single class on all matters on which the holders of the Common Stock are entitled to vote.

(b) As contemplated by that certain Voting and Exchange Trust Agreement to be entered into by the Corporation, 4011686 Canada Inc., a corporation existing under the laws of Canada (together with the continuing corporation from the amalgamation of said corporation, Franco-Nevada Mining Corporation Limited and others, "Acquisitionco"), and Computershare Trust Company of Canada (the "Trustee"), and, as such agreement may be amended, modified or supplemented from time to time (the "Trust Agreement"), a copy of which will be provided to any stockholder of the Corporation without charge upon written request therefor delivered to the Corporation:

(i) Without the consent of the holder of the Special Voting Share, during the term of the Trust Agreement, the Corporation shall not, without the consent of the holders at the relevant time of the Exchangeable Shares (as defined in the Trust Agreement) given in accordance with the Provisions Attaching to the Exchangeable Shares (attached as Appendix 1 to Schedule B of the Arrangement Agreement dated as of November 14, 2001 by and between Franco-Nevada Mining Corporation Limited, a corporation incorporated under the laws of Canada and Newmont Mining Corporation, a Delaware corporation, a copy of which will be provided to any stockholder of the Corporation without charge upon written request therefor delivered to the Corporation), issue any shares of its Special Voting Stock in addition to the Special Voting Share;

(ii) The Special Voting Share entitles the holder of record to a number of votes equal to the lesser of:

(1) one vote per outstanding Exchangeable Share from time to time not owned by the Corporation and its affiliates, and

(2) one vote for every ten votes attaching to the outstanding shares of Common Stock;

and for which the Trustee has received voting instructions from the Beneficiaries (as defined in the Trust Agreement).

ranking junior to the Special Voting Share as to distribution of assets upon liquidation, dissolution or winding-up.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by a duly authorized officer this 14th day of February, 2002.

DELTA HOLDCO CORP.

By:  /s/ Britt D. Banks
   ---------------------------------
Name:    Britt D. Banks
Title:   Vice President, General
         Counsel and Secretary

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
DELTA HOLDCO CORP.
A DELAWARE CORPORATION

Delta Holdco Corp., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby certify as follows:

FIRST: That, in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the "DGCL"), the Board of Directors of the Corporation duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation (this "Amendment") and declaring this Amendment advisable.

SECOND: That this Amendment has been consented to and authorized by the sole stockholder of the issued and outstanding stock of the Corporation entitled to vote thereon in accordance with the provisions of Section 228 of the DGCL.

THIRD: That this Amendment was duly approved and adopted by the sole stockholder of the Corporation pursuant to Section 242 of the DGCL.

FOURTH: That the Certificate of Incorporation of the Corporation is hereby amended as follows:

By: /S/ BRITT D. Banks
   ---------------------------------
Name:   Britt D. Banks
Title:  Vice President, General
        Counsel and Secretary