FREEPORT-McMoRan COPPER & GOLD INC.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(As amended effective December 10, 1996)
PURPOSE OF THE PLAN
The purpose of the 1995 Stock Option Plan for Non-Employee Directors (the "Plan") is to align more closely the
interests of the non-employee directors of Freeport-McMoRan Copper & Gold Inc. (the "Company") with that
of the Company's stockholders by providing for the automatic grant to such directors of stock options
("Options") to purchase Shares (as hereinafter defined), in accordance with the terms of the Plan.
For the purposes of this Plan, the following terms shall have the meanings indicated:
Applicable Rate: With respect to the exercise of an Option, the rate, expressed as a percentage, determined
according to the following formula:
x divided by (1-x)
in which x equals the maximum federal income tax rate applicable to individuals in effect on the date of such
exercise of such Option.
Board: The Board of Directors of the Company.
Change in Control: A Change in Control shall be deemed to have occurred if either (a) any person, or any two or
more persons acting as a group, and all affiliates of such person or persons, shall, otherwise than as a result of the
Distribution, beneficially own more than 20% of all classes and series of the Company's stock outstanding, taken
as a whole, that has voting rights with respect to the election of directors of the Company (not including any series
of preferred stock of the Company that has the right to elect directors only upon the failure of the Company to
pay dividends) pursuant to a tender offer, exchange offer or series of purchases or other acquisitions, or any
combination of those transactions, or (b) there shall be a change in the composition of the Board at any time
within two years after any tender offer, exchange offer, merger, consolidation, sale of assets or contested
election, or any combination of those transactions (a "Transact