Change of Control Agreement
This Change of Control Agreement ("Agreement") between Freeport-McMoRan Copper & Gold Inc., a
Delaware corporation (the "Company"), and Richard C. Adkerson (the "Executive") is dated effective as of April
30, 2001 (the "Change of Control Agreement Date").
Executive Employment Agreement; Definitions
1.1 Executive Employment Agreement. Contemporaneous with a Change of Control (defined below), this
Agreement supersedes the Executive Employment Agreement dated effective as of April 30, 2001 between
Executive and the Company (the "Employment Agreement"), except to the extent that certain provisions of the
Employment Agreement are expressly incorporated by reference herein. After a Change of Control, the
definitions in this Agreement supersede definitions in the Employment Agreement, but capitalized terms used
herein that are not defined in this Agreement shall have the meanings given to them in the Employment Agreement.
1.2 Company. As used in this Agreement, "Company" means the Company as defined above and any successor
to or assignee of (whether direct or indirect, by purchase, merger, consolidation or otherwise) all or substantially
all of the assets of the Company.
1.3 Change of Control. (a) "Change of Control" means (capitalized terms not otherwise defined will have the
meanings ascribed to them in paragraph (b) below):
(i) the acquisition by any Person together with all Affiliates of such Person, of Beneficial Ownership of the
Threshold Percentage or more; provided, however, that for purposes of this Section 1.3(a)(i), the following will
not constitute a Change of Control:
(A) any acquisition (other than a "Business Combination," as defined below, that constitutes a Change of Control
under Section 1.3(a)(iii) hereof) of Common Stock directly from the Company,
(B) any acquisition of Common Stock by the Company or its subsidiaries,
(C) any acquisition of Common Stock by any employee benefit plan (or related trust) sponsored or