FREEPORT-McMoRan COPPER & GOLD INC.
1995 STOCK OPTION PLAN
Purpose . The purpose of the Freeport-McMoRan Copper & Gold Inc. 1995 Stock Option Plan (the
“Plan”) is to motivate and reward key personnel by giving them a proprietary interest in the Company’s continued
Definitions . As used in the Plan, the following terms shall have the meanings set forth below:
“Award” shall mean any Option, Stock Appreciation Right, Limited Right or Other Stock-Based Award.
“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 which directors, to the extent necessary to comply with
Rule 16b-3 only, is a “disinterested person” within the meaning of Rule 16b-3. 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.
“Designated Beneficiary” shall mean the beneficiary designated by the Participant, in a manner determined
by the Committee, to receive the benefits due the Participant under the Plan in the event of the Participant’s
death. In the absence of an effective designation by the Participant, Designated Beneficiary shall mean the
“Employee” shall mean (i) any person providing services as an officer of the Company or a Subsidiary,
whether or not employed by such entity, including any such person who is also a director of the Company, (ii)
any employee of the Company or a Subsidiary, including any director who is also an employee of the Company
or a Su