As Amended through April 29, 1996
Freeport-McMoRan Copper & Gold Inc.
The name of the corporation is Freeport-McMoRan Copper & Gold Inc.
1. The location of the registered office of the corporation in the State of Delaware is 1209 Orange Street, in the
City of Wilmington, County of New Castle, and the name of its registered agent at such address is The
Corporation Trust Company.
2. The corporation shall in addition to its registered office in the State of Delaware establish and maintain an office
or offices at such place or places as the Board of Directors may from time to time find necessary or desirable.
The corporate seal of the corporation shall have inscribed thereon the name of the corporation and the year of its
creation (1987) and the words "Corporate Seal Delaware". Such seal may be used by causing it or a facsimile
thereof to be impressed, affixed, printed or otherwise reproduced.
Meeting of Stockholders
1. Meetings of the stockholders shall be held at the registered office of the corporation in the State of Delaware,
or at such other place as shall be determined, from time to time, by the Board of Directors.
2. The annual meeting of stockholders shall be held on the Monday immediately preceding the third Tuesday of
April at one o'clock in the afternoon, or on such other day or at such other time as may be determined from time
to time by resolution of the Board of Directors. At each annual meeting of the stockholders they shall elect by
plurality vote, by written ballot, and subject to the voting powers set forth in the Certificate of Incorporation, the
successors of the class of directors whose term expires at such meeting, to hold office until the annual meeting of
the stockholders held in the third year following the year of their election and their successors are respectively
elected and qualified or until their earlier resignation or removal. Any other proper busi