First Amendment dated April 30, 1999, Second Amendment dated February 22, 2006, Third Amendment dated October 7, 2009, Fourth Amendment dated November 14, 2013, and Fifth Amendment dated August 4, 2014, to the Participation Agreement dated as of October 11, 1996, between PT Freeport Indonesia and P.T. Rio Tinto Indonesia (formerly P.T. RTZ-CRA Indonesia)

P.T. FREEPORT INDONESIA COMPANY, a limited liability company organized under the laws of the Republic of Indonesia and domesticated in the State of Delaware, U.S.A. (“PT-FI”) and

P.T. RTZ-CRA INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia (“PTRTI”),

By a Contract of Work dated 30 December 1991 made between The Government of the Republic of Indonesia (the “Government”) and PT-FI, the Government appointed PT-FI as the sole contractor for the Government with respect to the Contract Area, as defined in the Contract of Work, with the sole rights to explore, mine, process, store, transport, market, sell, and dispose of Products, as defined below, in the Contract Area (defined as aforesaid)

Pursuant to that certain Participation Agreement dated October 11, 1996, between PT-FI and PTRTI (as in effect prior to the effectiveness of this Amendment, the “Participation Agreement”), PT-FI and PTRTI participate in operations under the COW (as defined below) on the terms and conditions set forth therein

PT-FI and PTRTI desire to amend the Participation Agreement as hereinafter set forth

Definitions. In this Amendment (including the Schedules and Annexes hereto), unless the context otherwise requires, capitalized terms used herein shall have the meanings provided under the Participation Agreement.

Amendments To The Participation Agreement (including Annexes A and B thereto). The Participation Agreement (including Annex A and Annex B thereto) is hereby amended as follows:

Concerning Close-Down (Clauses 1.1.12 and 8.8.2 of the Participation Agreement and paragraph 10.4.2 of the Financial and Accounting Procedures).

With effect from the date of this Amendment, Clause 1.1.12 of the Participation Agreement is hereby amended and restated in its entirety as follows:

With effect from the date of this Amendment, Clause 8.8.2 of the Participation Agreement is hereby amended and restated in its entirety as follows:

With effect from the date of this Amendment, paragraph 10.4.2 of the Financial and Accounting Procedures is hereby amended and restated in its entirety as follows:

Concerning the Operating Committee (Clauses 8.2 and 8.6 of the Participation Agreement).

With effect from January 1, 1998, Clause 8.2 of the Participation Agreement is hereby amended and restated in its entirety as follows:

Operating Committee. PT-FI shall establish an Operating Committee to, among other things:

receive reports on all operations within the Contract Area, including Joint Operations,

design for presentation to the board of directors of FCX and the boards of commissioners of PT-FI and PTRTI appropriate actions respecting the Joint Operations,

develop plans and make recommendations to the board of directors of PT‑FI,

monitor execution of plans approved by the board of directors of PT-FI, and

subject to the control of the board of directors of PT-FI, be involved generally in directing day-to-day operations of the business of PT-FI,

be the relevant body to, and shall have authority to, approve any such AFE in an amount equal to or in excess of $5.0 million; but less than or equal to $10.0 million; and

have the authority to recommend for approval by the appropriate bodies within PT-FI and PTRTI any such AFE in an amount in excess of $10.0 million.”

a review of forecasts for quarter and year-to-date results;

a determination of forecasts of projected Incremental Production; and

approval of annual plans for Operating Costs and Replacement Capital Costs (as those terms are defined in paragraphs 1.1I and 1.1J of the Financial and Accounting Procedures) together with quarterly re-forecasts thereof.”

Concerning Hedging Activities (Clause 9.2.6 of the Participation Agreement). With effect from January 1, 1998, Clause 9.2.6 of the Participation Agreement is hereby amended and restated in its entirety as follows:

The Operator shall sell on behalf of the Participants with an interest in such Products, the Products derived from Enterprise Operations on terms which shall be discussed with such Participants. In carrying out its obligations pursuant to this Clause 9.2.6, the Operator shall conduct such hedging and other price protection activities as are authorized by the relevant Participant with an interest in such Products. However, the costs and benefits of such price protection activities shall be specifically allocated to and borne solely by the authorizing Participant.

Concerning Adjustments to the Product Schedule (Clause 16.4.2 of the Participation Agreement).

With effect from January 1, 1998, Clause 16.4.2 of the Participation Agreement is hereby amended and restated in its entirety as follows:

The Operator shall determine in relation to each Product separately the Deemed Metal Loss according to the following formula:

If the Deemed Metal Loss for any Product determined according to (i) above either alone or when aggregated with any previous Deemed Metal Loss in the same Year for that Product which has not resulted in an adjustment to the Product Schedule pursuant to (iii) below exceeds an amount equal to one percent (1%) of the Planned Production of that Product (such Deemed Metal Loss either alone or as aggregated being, in such case, the “Metal Loss”), the adjustment specified in (iii) below shall be made. If the Deemed Metal Loss either alone or when so aggregated does not exceed an amount equal to one percent (1%) of the Planned Production for that Year of that Product, the amount of such Deemed Metal Loss shall be carried forward for aggregation with any subsequent Deemed Metal Loss for that Product which occurs in the same Year. For the avoidance of doubt, it is hereby agreed and declared that any Deemed Metal Loss outstanding at the end of any Year will not be carried forward.

At the same time as any adjustment to the Product Schedule pursuant to (iii) above is made, an amount equal to the Metal Loss of each Product shall be added to the final Year of production as shown by the Product Schedule prior to the occurrence of the cause or causes. If, in the final Year, the scheduled production as so revised would exceed the production which would result from a daily rate of 118,000 tonnes per day, the excess shall be carried forward to the subsequent Year (and the Cut-off Date shall be extended accordingly) and appropriate adjustments made to the production of recovered metal for that Year.

Each reduction and adjustment of the Product Schedule pursuant to (iii) and/or (iv) above shall be made to the nearest whole mil.lbs or 000 oz. as the case may be.”

Pursuant to Clause 16.4.2 of the Participation Agreement (as amended by this First Amendment), with effect from September 30, 1998, the Product Schedule annexed to the Participation Agreement as Annex A is hereby amended as follows for the years 1998 and 2021:

Concerning the Voluntary Additional Royalties. With effect from January 1, 1999, the Participants acknowledge and agree that the voluntary additional royalties on Products produced and sold from mill throughput in excess of 200,000 tonnes per day as described in the letter dated February 11, 1999 from the Operator to the Director General of General Mining shall be paid to the Government by and allocated between the Participants in both cases on the same basis as royalties required to be paid under the COW.

Concerning Certain Definitions in the Financial and Accounting Procedures.

expenditures, adjusted for changes in inventory, that is either directly incurred or allocable to Chargeable Operations, including but not limited to production, maintenance and repair costs, logistical support and freight and handling costs, infrastructure and support facility costs (including similar expenditures under Privatization Agreements), Taxes (other than those imposed on net income of the Participants), and general and administrative costs of PT-FI (but not PTRTI) of the kind identified in PT-FI’s annual financial statements for the period ended 31 December 1994 under the heading “General and Administrative Costs”, but excluding depreciation, non-cash charges, interest, payments in the nature of principal and interest under Privatization Agreements, and accounting provisions and reserves;

Replacement Capital Costs in carrying out Chargeable Operations (including such expenditures under Privatization Agreements);

the cash element of specific accounting provisions incurred in the normal course of business in conducting Chargeable Operations; and

the original cash amount for materials and/or supplies purchased after the Sharing Commencement Date that are specifically identified as obsolete and written off against the reserve maintained therefor or, if such materials or supplies are sold, the excess of such original cash purchase price over the net proceeds from the sale of such materials or supplies.

With effect from January 1, 1998, the definition of “Sales Revenues” in paragraph 1.1 K of the Financial and Accounting Procedures is hereby amended and restated in its entirety as follows:

With effect from January 1, 1998, the following definitions shall be added to paragraph 1.1 of the Financial and Accounting Procedures:

smelting, treatment and refining charges, concentrate freight and handling costs, and other selling expenses attributable to concentrate sold other than refining charges relating specifically to payable gold and/or silver contained in concentrate,

royalties required to be paid to the Government under the COW on copper sold as concentrate, and

voluntary additional royalties paid to the Government on copper sold as concentrate.

“Gold Sales Revenues” means the sales value of payable gold in concentrate based on actual prices realized (or which would have been realized but for any hedging and other price protection activities) net of

refining charges relating specifically to payable gold contained in concentrate,

royalties required to be paid to the Government under the COW on gold sold as concentrate, and

voluntary additional royalties paid to the Government on gold sold as concentrate.

“Silver Sales Revenues” means the sales value of payable silver in concentrate based on actual prices realized (or which would have been realized but for any hedging and other price protection activities) net of

refining charges relating specifically to payable silver contained in concentrate,

royalties required to be paid to the Government under the COW on silver sold as concentrate, and

voluntary additional royalties paid to the Government on silver sold as concentrate.

The term “payable”, when used in connection with the copper, gold and/or silver content of concentrates sold shall mean that portion of such content for which a price is paid to the Operator (selling on behalf of the Participants pursuant to Clause 9.2.6 of this Agreement.)”

With effect from January 1, 1998, the definition of “Sharing Commencement Date” in paragraph 1.2 E of the Financial and Accounting Procedures is hereby amended and restated in its entirety as follows:

With effect from January 1, 1998, paragraph 5.3.2 of the Financial and Accounting Procedures is hereby amended and restated in its entirety as follows:

With effect from January 1, 1998, the following paragraph shall be added to the Financial and Accounting Procedures as paragraph 5.3.3:

Not later than the 20^th business day of each month during the Production Period, the Operator shall submit to each Participant schedules, substantially in the form of Schedule 5.3 hereto or as such form may be revised from time to time by agreement between the Participants, showing on a Year-to-date basis as at the end of the immediately preceding calendar month (i) Incremental Expansion Cashflow, (ii) projected Incremental Production, (iii) the calculation of Incremental Expansion Revenues and Expansion Share of Costs, (iv) a summary of distributions of Incremental Expansion Revenues and/or Cashflows, (v) accounting rollforward of Product inventory, (vi) opening metal inventory sales analysis and (vii) data input for accounting/reporting.

Not later than 120 business days after the end of each Year during the Production Period, a statement of the previous Year’s Incremental Expansion Cashflow shall be prepared by the Operator and distributed to the Participants. If the annual settlement statement indicates an overpayment of Incremental Expansion Cashflow, each Participant shall pay the Operator its share of such over-payment within 30 business days. If the annual settlement statement indicates an underpayment of Incremental Expansion Cashflow, the Operator shall pay to each Participant its share of such underpayment within 30 business days.

Any adjustment that is determined to be required at any time shall be included in the next monthly statement.”

Concerning Unutilized Cash Calls (paragraph 10.3.4 of the Financial and Accounting Procedures). With effect from January 1, 1998, paragraph 10.3.4 of the Financial and Accounting Procedures is hereby amended and restated in its entirety as follows:

Each calendar month, each of the Participants shall be entitled to or (as the case may be) liable for interest on its Notional Balance (as defined in (b) below) for that month at the rate per annum which is the Operator’s average cost of borrowing under its corporate line of credit for that month as determined and certified by the Treasurer of PT-FI. The amount of such interest for each month shall be calculated in accordance with the provisions of (b) below and paid in accordance with the provisions of (c) below.

Each calendar month (a “Calculation Month”), the Operator shall determine in relation to each Participant the amount which is:

the net under- or over-call (being the cumulative difference as at the end of the calendar month which is two months prior to the Calculation Month of all of such Participant’s contributions pursuant to cash calls made by the Operator in accordance with this Agreement less the aggregate amount equal to such Participant’s share pursuant to paragraphs 3, 4, 5 and/or 6 of the Financial and Accounting Procedures of the amount actually spent by the Operator on Joint Operations) brought forward at the beginning of the previous calendar month, any negative amount being a net under-call and any positive amount being a net over-call plus

the amount of that Participant’s cash contributions made in respect of the previous calendar month pursuant to cash calls made by the Operator in accordance with this Agreement less

50% of the amount equal to that Participant’s share pursuant to paragraphs 3, 4, 5 and/or 6 of the Financial and Accounting Procedures of the amount actually spent by the Operator on Joint Operations during the previous calendar month.

Not later than the tenth business day after the end of each Calculation Month, the Operator shall distribute to the Participants a schedule in such form as agreed between the Participants from time to time showing the interest to which either or both of the Participants is entitled or (as the case may be) for which either or both of the Participants is liable under the provisions of (b) of this paragraph 10.3.4 above in respect of the Relevant Month. The amount of any such interest to which a Participant is entitled or (as the case may be) for which a Participant is liable in respect of each Relevant Month shall be taken into account (as a deduction from or, as the case may be, addition to, the billing) in the billing for estimated cash requirements submitted by the Operator pursuant to paragraph 10.3.1 of the Financial and Accounting Procedures for the calendar month which is two months after the Relevant Month in question.”

Concerning Cash Calls. With effect from January 1, 1998, the following sub-paragraph shall be inserted as paragraph 10.3.6 of the Financial and Accounting Procedures:

The Participants hereby acknowledge that, notwithstanding anything to the contrary in either paragraphs 5.3 or 10.3.1 of the Financial and Accounting Procedures, the Operator shall make cash calls for estimated cash requirements for the next following calendar month without regard to any revenues to which the Participants may be entitled under paragraph 5.3 of the Financial and Accounting Procedures.”

Concerning certain Capital Costs in relation to Grasberg Underground, Kucing Liar, DOM, Big Gossan and DOZ.

With effect from January 1, 1998, the definition of “Replacement Capital Costs” in paragraph 1.1J of the Financial and Accounting Procedures shall be amended and restated in its entirety as follows:

“Replacement Capital Costs” means

Capital Costs incurred other than for Expansion, a Greenfield Project or a Sole Risk Venture

Exploration Costs in respect of Grasberg Underground, DOM and Big Gossan

the costs of any Feasibility Study in respect of the Development and Mining of Grasberg Underground, DOM and Big Gossan

one half of Common Infrastructure Costs and

Capital Costs for the Development of Grasberg Underground, DOM and Big Gossan other than any part of such Capital Costs as constitute Common Infrastructure Costs.”

With effect from January 1, 1998, the following definitions shall be added to paragraph 1.1 of the Financial and Accounting Procedures:

“Common Infrastructure Costs” means Capital Costs incurred in respect of drift development (including, without limitation, equipment, labour and supervision, materials and engineering) and installations (including, without limitation, central shops, power supply and distribution, ore flow, water control structures and water treatment plants) which are common to the Development of both Kucing Liar and Grasberg Underground.

“Kucing Liar” means the orebody referred to as such by the Participants which lies on the southern flank of and underneath the southern portion of the Grasberg open pit.

“DOZ” means the copper-gold skarn deposit, known to the Participants as the Deep Ore Zone, comprising the lower elevations (currently defined to be between 3450/L and 3050/L (block cave reserves) and between 3050/L and 2950/L (sublevel cave reserves)) of the Erstberg East Skarn System occurring on the northeast flank of the Erstberg Diorite and located about one kilometre east of the original Ertsberg pit.

“DOM” means the copper-gold skarn deposit which is roughly wedge-shaped in the plan view and shaped like a double-rooted tooth in a north-south cross-section occurring on the southern flank of the Ertsberg Diorite and located almost two kilometres east-southeast of the original Ertsberg pit.

“Big Gossan” means the tabular copper-gold skarn deposit occurring at elevations from below 2500 meters to over 3100 meters located about one kilometre south of the original Ertsberg pit and the eastern end of which is just east of the Grasberg de-watering drift and north of the Amole portal.

“Grasberg Underground” means the deposit wholly contained within the Grasberg intrusive complex and its contact zone which is the lower portion of the Grasberg orebody and primarily below the final open pit, and is continuous with the open pit reserve, and includes mineralized material on the lower benches of the final pit that were not included in the final pit configuration.”

With effect from January 1, 1998, paragraph 4.2 of the Financial and Accounting Procedures shall be amended by the addition to the end of the sub-paragraph of the following proviso:

With effect from January 1, 1998, there shall be inserted at the end of and as part of sub-paragraph (i) of paragraph 5.3.1 of the Financial and Accounting Procedures the following:

With effect from 1 January 1998, there shall be added to paragraph 9.1 of the Financial and Accounting Procedures the following subparagraph:

The Operator shall, not later than the date falling 120 days after the end of each Year, prepare financial statements showing a true and fair view of the state of affairs of the Chargeable Operations as at the end of the Year just ended and of the results of the Chargeable Operations for the period ended on the last day of the Year just ended. Such financial statements shall be prepared on a basis agreed upon by the Participants from time to time. Such agreement from time to time shall be recorded in and by Operating Committee minute.”

With effect from 1 January 1998, there shall be inserted at the end of paragraph 9.2(A) of the Financial and Accounting Procedures the following:

With effect from 1 January 1998, paragraph 9.2(B) of the Financial and Accounting Procedures shall be amended and restated in its entirety as follows:

The audits shall be conducted by a firm of accountants of international standing selected by the Operator and approved by the Operating Committee and such accountants shall provide certification that the records and accounts have been properly maintained in accordance with the provisions of this Agreement, that the revenues and costs have been properly calculated and allocated to the Participants in accordance with the provisions of this Annex and the Agreement and that the financial statements prepared pursuant to paragraph 9.1(F) of this Annex have been prepared in accordance with the accounting principles agreed from time to time by the Participants.”

Representations and Warranties. Each Participant hereby represents and warrants to the other Participant as follows:

The execution, delivery and performance by such Participant of this Amendment (i) are within such Participant’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, (iv) do not contravene, or constitute a default under, any provision of any applicable law, statute, ordinance, regulation, rule, order or other governmental restriction or of the certificate or articles of incorporation or by-laws of such Participant, (v) do not contravene, or constitute a default under, any agreement, judgment, injunction, order, decree, indenture, contract lease, instrument or other commitment to which such Participant is a party or by which such Participant or any of its assets are bound and (vi) will not result in the creation or imposition of any lien upon any asset of such Participant under any existing indenture, mortgage, deed of trust, loan or loan agreement or other agreement or instrument to which such Participant is a party or by which it or any of its assets may be bound or affected.

The Participation Agreement, as amended by this Amendment is the legal, valid and binding obligation of such Participant, and is enforceable against such Participant in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and subject to any limitation acts and to general equitable principles.

Reference to and Effect Upon the Participation Agreement. Upon the signature of this Amendment, each reference in the Participation Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, shall mean and be a reference to the Participation Agreement, as amended hereby.

Reaffirmation. Each Participant hereby reaffirms to the other that, except as modified hereby, the Participation Agreement remains in full force and effect and has not been otherwise waived, modified or amended. Except as expressly modified hereby, all of the terms and conditions of the Participation Agreement shall remain unaltered and in full force and effect.

Choice of Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. One or more counterparts of this Amendment may be delivered by telecopier, and if so delivered shall be deemed to be delivered with the intention that they shall have the same effect as an original counterpart hereof. Any party delivering any such counterpart by telecopy shall promptly forward to the other party an original counterpart hereof.

/s/ Adrianto Machribie         

President Director

/s/ Noke Kiroyan             

President Director

P.T. FREEPORT INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia and domesticated in the State of Delaware, U.S.A. (“PT-FI”) and

P.T. RIO TINTO INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia (“PTRTI”),

By a Contract of Work dated December 30, 1991 made between The Government of the Republic of Indonesia (the “Government”) and PT-FI, the Government appointed PT-FI as the sole contractor for the Government with respect to the Contract Area, as defined in the Contract of Work, with the sole rights to explore, mine, process, store, transport, market, sell, and dispose of Products, as defined below, in the Contract Area (defined as aforesaid).

Pursuant to that certain Participation Agreement dated October 11, 1996, between PT-FI and PTRTI, as amended by the First Amendment to Participation Agreement dated April 30, 1999 (as amended and in effect prior to the effectiveness of this Second Amendment, the “Participation Agreement”), PT-FI and PTRTI participate in operations under the COW (as defined below) on the terms and conditions set forth therein.

PT-FI and PTRTI desire to amend the Participation Agreement as hereinafter set forth.

Definitions. In this Second Amendment (including the Schedules and Annexes hereto), unless the context otherwise requires, capitalized terms used herein shall have the meanings provided under the Participation Agreement.

Amendments To Annex A of The Participation Agreement. With effect from January 1, 2000, the Product Schedule will be amended so that it comprises the Product Schedule as set forth on the Schedule hereto.

Representations and Warranties. Each Participant hereby represents and warrants to the other Participant as follows:

The execution, delivery and performance by such Participant of this Second Amendment (i) are within such Participant’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, (iv) do not contravene, or constitute a default under, any provision of any applicable law, statute, ordinance, regulation, rule, order or other governmental restriction or of the certificate or articles of incorporation or by-laws of such Participant, (v) do not contravene, or constitute a default under, any agreement, judgment, injunction, order, decree, indenture, contract lease, instrument or other commitment to which such Participant is a party or by which such Participant or any of its assets are bound and (vi) will not result in the creation or imposition of any lien upon any asset of such Participant under any existing indenture, mortgage, deed of trust, loan or loan agreement or other agreement or instrument to which such Participant is a party or by which it or any of its assets may be bound or affected.

The Participation Agreement, as amended by this Second Amendment is the legal, valid and binding obligation of such Participant, and is enforceable against such Participant in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and subject to any limitation acts and to general equitable principles.

Reference to and Effect Upon the Participation Agreement. Upon the signature of this Second Amendment, each reference in the Participation Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, shall mean and be a reference to the Participation Agreement, as amended hereby.

Reaffirmation. Each Participant hereby reaffirms to the other that, except as modified hereby, the Participation Agreement remains in full force and effect and has not been otherwise waived, modified or amended. Except as expressly modified hereby, all of the terms and conditions of the Participation Agreement shall remain unaltered and in full force and effect.

Choice of Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York.

/s/ Richard C. Adkerson             

Director and Executive Vice President

/s/ Mike Jolley              

President Director

P.T. FREEPORT INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia and domesticated in the State of Delaware, U.S.A. (“PT-FI”) and

P.T. RIO TINTO INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia (“PTRTI”),

By a Contract of Work dated December 30, 1991 made between The Government of the Republic of Indonesia (the “Government”) and PT-FI, the Government appointed PT-FI as the sole contractor for the Government with respect to the Contract Area, as defined in the Contract of Work, with the sole rights to explore, mine, process, store, transport, market, sell, and dispose of Products, as defined below, in the Contract Area (defined as aforesaid).

Pursuant to that certain Participation Agreement dated October 11, 1996, between PT-FI and PTRTI, as amended by the First Amendment to Participation Agreement dated April 30, 1999 and the Second Amendment to Participation Agreement dated February 22, 2006 (as amended and in effect prior to the effectiveness of this Third Amendment, the “Participation Agreement”), PT-FI and PTRTI participate in operations under the COW (as defined below) on the terms and conditions set forth therein.

PT-FI and PTRTI desire to amend the Participation Agreement as hereinafter set forth.

Definitions. In this Third Amendment (including the Schedules and Annexes hereto), unless the context otherwise requires, capitalized terms used herein shall have the meanings provided under the Participation Agreement.

Amendments To Annex A of The Participation Agreement. With effect from January 1, 2006, the Product Schedule is hereby amended so that it comprises the Product Schedule as set forth on the Schedule attached to this Third Amendment.

Representations and Warranties. Each Participant hereby represents and warrants to the other Participant as follows:

The execution, delivery and performance by such Participant of this Third Amendment (i) is within such Participant’s corporate powers, (ii) has been duly authorized by all necessary corporate action, (iii) requires no action by or in respect of, or filing with, any governmental body, agency or official, (iv) does not contravene, or constitute a default under, any provision of any applicable law, statute, ordinance, regulation, rule, order or other governmental restriction or of the certificate or articles of incorporation or by-laws of such Participant, (v) does not contravene, or constitute a default under, any agreement, judgment, injunction, order, decree, indenture, contract lease, instrument or other commitment to which such Participant is a party or by which such Participant or any of its assets are bound and (vi) will not result in the creation or imposition of any lien upon any asset of such Participant under any existing indenture, mortgage, deed of trust, loan or loan agreement or other agreement or instrument to which such Participant is a party or by which it or any of its assets may be bound or affected.

The Participation Agreement, as amended by this Third Amendment, is the legal, valid and binding obligation of such Participant, and is enforceable against such Participant in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and subject to any limitation acts and to general equitable principles.

Reference to and Effect Upon the Participation Agreement. Upon the execution by both Participants of this Third Amendment, each reference in the Participation Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, shall mean and be a reference to the Participation Agreement, as amended hereby.

Reaffirmation. Each Participant hereby reaffirms to the other that, except as modified hereby, the Participation Agreement remains in full force and effect and has not been otherwise waived, modified or amended. Except as expressly modified hereby, all of the terms and conditions of the Participation Agreement shall remain unaltered and in full force and effect.

Choice of Law. This Third Amendment shall be governed by and construed in accordance with the laws of the State of New York.

/s/ Clayton A. Wenas             

Director & Executive Vice President

/s/ Mark Hunter             

Director

P.T. FREEPORT INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia and domesticated in the State of Delaware, U.S.A. (“PT-FI”) and

P.T. RIO TINTO INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia (“PTRTI”),

By a Contract of Work dated December 30, 1991 made between The Government of the Republic of Indonesia (the “Government”) and PT-FI, the Government appointed PT-FI as the sole contractor for the Government with respect to the Contract Area, as defined in the Contract of Work, with the sole rights to explore, mine, process, store, transport, market, sell, and dispose of Products, as defined below, in the Contract Area (defined as aforesaid).

Pursuant to that certain Participation Agreement dated October 11, 1996, between PT-FI and PTRTI, as amended by the First Amendment to Participation Agreement dated April 30, 1999, the Second Amendment to Participation Agreement dated February 22, 2006, and the Third Amendment to Participation Agreement dated October 7, 2009 (as amended and in effect prior to the effectiveness of this Fourth Amendment, the “Participation Agreement”), PT-FI and PTRTI participate in operations under the COW (as defined below) on the terms and conditions set forth therein.

PT-FI and PTRTI desire to amend the Participation Agreement as hereinafter set forth.

Definitions. In this Fourth Amendment (including the Schedules and Annexes hereto), unless the context otherwise requires, capitalized terms used herein shall have the meanings provided under the Participation Agreement.

Amendments To Annex A of The Participation Agreement. With effect from January 1, 2011, the Product Schedule is hereby amended so that it comprises the Product Schedule as set forth on the Schedule attached to this Fourth Amendment.

Representations and Warranties. Each Participant hereby represents and warrants to the other Participant as follows:

The execution, delivery and performance by such Participant of this Fourth Amendment (i) is within such Participant’s corporate powers, (ii) has been duly authorized by all necessary corporate action, (iii) requires no action by or in respect of, or filing with, any governmental body, agency or official, (iv) does not contravene, or constitute a default under, any provision of any applicable law, statute, ordinance, regulation, rule, order or other governmental restriction or of the certificate or articles of incorporation or by-laws of such Participant, (v) does not contravene, or constitute a default under, any agreement, judgment, injunction, order, decree, indenture, contract lease, instrument or other commitment to which such Participant is a party or by which such Participant or any of its assets are bound and (vi) will not result in the creation or imposition of any lien upon any asset of such Participant under any existing indenture, mortgage, deed of trust, loan or loan agreement or other agreement or instrument to which such Participant is a party or by which it or any of its assets may be bound or affected.

The Participation Agreement, as amended by this Fourth Amendment, is the legal, valid and binding obligation of such Participant, and is enforceable against such Participant in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and subject to any limitation acts and to general equitable principles.

Reference to and Effect Upon the Participation Agreement. Upon the execution by both Participants of this Fourth Amendment, each reference in the Participation Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, shall mean and be a reference to the Participation Agreement, as amended hereby.

Reaffirmation. Each Participant hereby reaffirms to the other that, except as modified hereby, the Participation Agreement remains in full force and effect and has not been otherwise waived, modified or amended. Except as expressly modified hereby, all of the terms and conditions of the Participation Agreement shall remain unaltered and in full force and effect.

Choice of Law. This Fourth Amendment shall be governed by and construed in accordance with the laws of the State of New York.

/s/ Rozik B. Soetjipto             

President Director

/s/ Mark Hunter                 

President Director

if the Cumulative Target is not exceeded prior to January 1, 2021, the Future Adjustment Amount shall be added to the Product Schedule in calendar year 2021.

P.T. FREEPORT INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia and domesticated in the State of Delaware, U.S.A. (“PT-FI”) and

P.T. RIO TINTO INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia (“PTRTI”),

By a Contract of Work dated December 30, 1991 made between The Government of the Republic of Indonesia (the “Government”) and PT-FI, the Government appointed PT-FI as the sole contractor for the Government with respect to the Contract Area, as defined in the Contract of Work, with the sole rights to explore, mine, process, store, transport, market, sell, and dispose of Products, as defined below, in the Contract Area (defined as aforesaid).

Pursuant to that certain Participation Agreement dated October 11, 1996, between PT-FI and PTRTI, as amended by the First Amendment to Participation Agreement dated April 30, 1999, the Second Amendment to Participation Agreement dated February 22, 2006, the Third Amendment to Participation Agreement dated October 7, 2009, and the Fourth Amendment to Participation Agreement dated November 14, 2013 (as amended and in effect prior to the effectiveness of this Fifth Amendment, the “Participation Agreement”), PT-FI and PTRTI participate in operations under the COW (as defined below) on the terms and conditions set forth therein.

PT-FI and PTRTI desire to amend the Participation Agreement as hereinafter set forth.

Definitions. In this Fifth Amendment (including the Schedules and Annexes hereto), unless the context otherwise requires, capitalized terms used herein shall have the meanings provided under the Participation Agreement.

Amendments To Annex A of The Participation Agreement. With effect from January 1, 2012, the Product Schedule is hereby amended so that it comprises the Product Schedule as set forth on the Schedule attached to this Fifth Amendment.

Representations and Warranties. Each Participant hereby represents and warrants to the other Participant as follows:

The execution, delivery and performance by such Participant of this Fifth Amendment (i) is within such Participant’s corporate powers, (ii) has been duly authorized by all necessary corporate action, (iii) requires no action by or in respect of, or filing with, any governmental body, agency or official, (iv) does not contravene, or constitute a default under, any provision of any applicable law, statute, ordinance, regulation, rule, order or other governmental restriction or of the certificate or articles of incorporation or by-laws of such Participant, (v) does not contravene, or constitute a default under, any agreement, judgment, injunction, order, decree, indenture, contract lease, instrument or other commitment to which such Participant is a party or by which such Participant or any of its assets are bound and (vi) will not result in the creation or imposition of any lien upon any asset of such Participant under any existing indenture, mortgage, deed of trust, loan or loan agreement or other agreement or instrument to which such Participant is a party or by which it or any of its assets may be bound or affected.

The Participation Agreement, as amended by this Fifth Amendment, is the legal, valid and binding obligation of such Participant, and is enforceable against such Participant in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and subject to any limitation acts and to general equitable principles.

Reference to and Effect Upon the Participation Agreement. Upon the execution by both Participants of this Fifth Amendment, each reference in the Participation Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, shall mean and be a reference to the Participation Agreement, as amended hereby.

Reaffirmation. Each Participant hereby reaffirms to the other that, except as modified hereby, the Participation Agreement remains in full force and effect and has not been otherwise waived, modified or amended. Except as expressly modified hereby, all of the terms and conditions of the Participation Agreement shall remain unaltered and in full force and effect.

Choice of Law. This Fifth Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Counterparts. This Fifth Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. One or more counterparts of this Fifth Amendment may be delivered by telecopier, and if so delivered shall be deemed to be delivered with the intention that they shall have the same effect as an original counterpart hereof. Any party delivering any such counterpart by telecopy shall promptly forward to the other party an original counterpart hereof.

/s/ Rozik B. Soetjipto             

President Director

/s/ Mark Hunter             

President Director

if the Cumulative Target is not exceeded prior to January 1, 2021, the Future Adjustment Amount shall be added to the Product Schedule in calendar year 2021.