FREEPORT-McMoRan COPPER & GOLD INC.
ADJUSTED STOCK AWARD PLAN
Purpose . The purpose of the Freeport-McMoRan Copper & Gold Inc. Adjusted Stock Award Plan
(the "Plan") is to provide for the issuance and administration of certain awards relating to common stock of the
Company issued to employees, officers and directors of Freeport-McMoRan Inc. ("FTX"), the Company’s
current parent, in connection with FTX’s distribution to FTX stockholders of all of the Class B Common Stock
of the Company.
Definitions . As used in the Plan, the following terms shall have the meanings set forth below:
"Award" shall mean any Option, Limited Right, Stock Appreciation Right or Stock Incentive Unit granted
under this Plan.
"Award Agreement" shall mean any written agreement, contract or other instrument or document
evidencing any Award, which may, but need not, be executed or acknowledged by a Participant.
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.
"Committee" shall mean a committee of the Board designated by the Board to administer the Plan and
composed of not fewer than two directors, each of whom, to the extent necessary to comply with Rule 16b-3
only, is a "non-employee director" within the meaning of Rule 16b-3 and, to the extent necessary to comply with
Section 162(m) only, is an "outside director" under Section 162(m). Until otherwise determined by the Board,
the Committee shall be the Corporate Personnel Committee of the Board.
"Company" shall mean Freeport-McMoRan Copper & Gold Inc.
"Consent Solicitation Statement" shall mean the consent solicitation statement dated February 7, 1995
distributed to Company stockholders in connection with the transactions relating to the Distribution.
"Designated Beneficiary" shall mean the beneficiary designated by the Participant, in a manner determined
by the Committee, to receive the benefits due the Partici