FCX 2005 Supplemental Executive Capital Accumulation Plan

1.00 Account or Accounts means the Basic Credits Account, Company Savings Contribution Credits Account, Company Matching Contribution Credits Account, and Enhanced Company Contribution Credits Account reflecting amounts earned or vested after December 31, 2004, with all earnings attributable thereto.

1.01 Compensation

1.02 Beneficiary means the person or entity designated by the Participant on forms furnished by the Committee to receive benefits under this Plan upon the Participant’s death.

1.03 Board of Directors means the Board of Directors of the Company.

1.04 Committee means a Committee appointed by the Board of Directors consisting of one to three members of the Board or officers of the Company.

1.05 Company means Freeport-McMoRan Copper & Gold Inc. (“FCX”) or any Company that is a successor as a result of a merger, consolidation, liquidation, transfer of assets, or reorganization.

1.06 Contribution means the following amounts credited for bookkeeping purposes to the Participant’s Account or Accounts:

1.07 Core Company means McMoRan Oil & Gas Co. and its affiliates, McMoRan Exploration Co. and its affiliates and Stratus Properties Inc. and its affiliates.

1.08 Employee means an Employee as defined in the FCX-ECAP.

1.09 Employer means the Company and all entities with whom the Company would be considered a single employer under Section 414(b) of the Code (employees of a controlled group of corporations), and all entities with whom the Company would be considered a single employer under Section 414(c) of the Code (employees of partnerships, proprietorships, etc., under common control).

1.10 FCX-ECAP means the Freeport-McMoRan Copper & Gold Inc. Employee Capital Accumulation Program maintained by the Company, as may be amended from time to time.

1.11 Internal Revenue Code or Code means the Internal Revenue Code of 1986, as amended from time to time.

1.12 Participant means an Employee or former Employee for whom an Account in the Plan is maintained.

1.13 Participating Company means the Company, FM Services Company, Freeport-McMoRan Corporation and any corporation that has been designated by the Board of Directors or its delegates as a Participating Company for the employees of which the benefits of this Plan are available.

1.14 Plan means this Freeport-McMoRan Copper & Gold Inc. 2005 Supplemental Executive Capital Accumulation Plan, as amended and restated effective January 1, 2009, (“FCX-SECAP” or “Plan”).

1.15 Plan Year means the twelve (12) month period beginning on January 1st and ending each December 31 during which the Plan is in effect.

1.16 Separation from Service means a termination of employment with the Employer in such a manner as to constitute a “separation from service” as defined under Treasury Regulations Section 1.409A-1(h), for any reason other than death.

1.17 Specified Employee shall mean a Participant who is a key employee of the Employer under Treasury Regulations Section 1.409A-1(i) because of final and binding action taken by the Board of Directors of the Company or delegate, or by operation of law or such regulation.

1.18 Value Determination Date means any business date specified by the Company but no less frequently than on a monthly basis.

2.00 Eligible Employee for Basic and Matching Contribution. An Employee is eligible to make Basic Contribution Credits and receive Matching Contribution Credits if he or she (a) had annualized Basic Compensation equal to or greater than the Code Section 401(a)(17)

2.01 Automatic Eligibility for Enhanced Company Contribution Credit.  An Employee will automatically become eligible for Enhanced Company Contribution Credits when his or her Pensionable Compensation exceeds the Code Section 401(a)(17) dollar amount.

2.02 Automatic Eligibility for Excess Section 415 Amounts.  Any Employee who would receive contributions under the FCX-ECAP but for the limits imposed by Code Section 415 shall automatically become a Participant eligible for the Enhanced Company Contribution Credits.

2.03 Automatic Eligibility for Excess Section 401(a)(4) Amounts.  Any Employee who would receive Enhanced Company Contributions under the FCX-ECAP but for concerns by the Participating Company, as described in Section 4.01(c) herein, that such contributions will cause the FCX-ECAP to be discriminatory under Code Section 401(a)(4), shall automatically become a Participant eligible for the Enhanced Company Contribution Credit.

3.00 Deferral Election

3.01 Earnings.  The Participant's Basic Credits shall be treated as if invested by the Committee in a manner to produce a rate of interest equal to the prime rate, as published in the Federal Reserve Statistical Report at the beginning of each month.

4.00 FCX-SECAP Company Matching Contribution Credit.

4.01 FCX-SECAP Enhanced Company Contribution Credits.

5.00 Annual Statements.  As soon as practicable after the close of each Plan Year (and at such intervals during the Plan Year as may be determined by the Participating Company from time to time), the Participating Company shall deliver to each Participant a statement setting forth the amount credited for bookkeeping purposes to the Participant’s Accounts.

5.01 Valuation.  The value of a Participant’s Accounts shall be based upon the unit value credited to the Accounts as of a Value Determination Date.

6.00 Distribution Upon Separation from Service.  Upon Separation from Service, a Participant shall be paid as soon as practicable the total vested value of the Participant’s Accounts provided, however, that if the Participant has elected by timely filing the required notice with the Company to defer payment, the total value of the Participant’s vested Accounts will be paid by February 28th of the year following the year in which such separation occurs.  Notwithstanding, if the Participant is a Specified Employee payment shall not be made earlier than the first business day that is six months after the Participant’s Separation from Service or, if earlier, the date of death of the Participant.

6.01 Timing of Payment.

6.02 Distribution Upon Death.  Upon the death of a Participant, the value of the Participant’s Account or Accounts shall be paid in lump sum to the Beneficiary or Beneficiaries, if any, designated by the Participant, or if the Participant is not survived by any such designated Beneficiary, then to the Participant’s estate.  Payment shall be made on or before December 31 of the calendar year in which the death occurs, or if later by the 15th day of the third month following the date of death.  A Beneficiary may not direct when payment is made.

6.03 Form of Payments.  Distribution to a Participant or his or her Beneficiary will be paid in lump sum.

6.04 Loans Prohibited.  No Participant shall be entitled to borrow any portion of the amount credited to the Participant’s Accounts in this Plan.

6.05 Transition Period Elections.

7.00 Vesting and Forfeitures.

7.01 Restoration of Forfeitures.  Forfeitures may be restored if a Participant elects to repay to the FCX-ECAP the full amount of a distribution he or she previously received (unadjusted by any subsequent gains or losses) from the FCX-ECAP in accordance with such plan’s reemployment rules.  For example, if a Participant repays to the FCX-ECAP the full amount of his or her Company Savings Contribution Account and his forfeited Company Savings Contribution are restored in the FCX-ECAP then his or her Company Savings Contribution Credits (unadjusted by any subsequent gains or losses) under this Plan shall be credited to the Participant’s Company Savings Contribution Credits Account.

8.00 Committee.  Effective December 2, 2008, the Board appointed members to the Retirement Plan Administration and Investment Committee (the "Committee").  The Committee shall have the authority to (a) to perform any duties and responsibilities with respect to the Plan as described in the governing documents for the Plan and the related trust, if any; (b) take such actions with respect to the Plan or related trust that, in the judgment of Committee with respect to the Plan, is necessary or desirable with respect to the operation and administration of the Plan, provided that the action or actions do not result in a substantial increase in the estimated annual cost to the corporation and its subsidiaries; (c) to select advisors, legal counsel, accountants, investment managers and other agents to assist in the administration of the Plan or related trust; (d)  hear and resolve all claims for benefits under the Plan and decide all questions and disputes arising under the Plan in accordance with the Claims Procedures described in Article IX; and (e) delegate any of its responsibilities and duties to one or more subcommittees, which shall be constituted of members appointed by the Committee but any such subcommittee may include members who are not members of the Committee.  Subject to the limitations set forth in the Plan, the Committee may from time to time establish and amend uniform and nondiscriminatory rules and regulations for the operation and administration of the Plan.

8.01 Notices, Statements, Etc.  The Company and other Participating Companies may as a matter of accommodation assist any Employee in the delivery of applications, notices, forms, statements, records, remittances and other documents required or permitted to be served or delivered under the Plan and in doing so will endeavor to exercise ordinary diligence, but shall not be liable for any failure so to do or for any delay in so doing, nor shall any director, officer, or employee of the Company and Participating Companies be personally liable for any act or omission to act in connection with the operation or administration of the Plan except for his or her own willful misconduct or gross negligence.

8.02 Indemnification.  The Company will indemnify and hold harmless the Committee against any cost or expense (including attorney’s fees) or liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act as Committee, except in the case of willful misconduct or gross negligence.

8.03 Bookkeeping Accounts.  The Company or its duly authorized record keeping agent, as determined by the Company, shall establish and maintain Accounts for each Participant that will separately reflect the amount credited to the Participant attributable to (i) Basic Credits, (ii) Company Savings Contribution Credits, (iii) Company Matching Contribution Credits, and (iv) Enhanced Company Contribution Credits and interest shall be allocated separately with respect to each such Account in a reasonable and consistent manner.

8.04 Determination of Eligibility.  If the Company determines that an Employee is ineligible or becomes ineligible to participate or to continue to participate in the Plan, the Company may terminate Participant’s participation upon ten (10) days’ notice to the Participant.

9.00 Claims Procedures.

10.00 Beneficiary Designation; Change.  A Participant may file with the Company a designation of a Beneficiary or Beneficiaries to receive the value of his or her Account or Accounts on the Participant’s death, and the Participant may from time to time change or revoke any such designation.  The last such designation received by the Company shall be controlling; provided, however, that no designation or change or revocation thereof shall be effective unless received by the Company prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt.  To the extent permitted under Code Section 409A and Treasury Regulations and other interpretive guidance issued thereunder, if the Committee is in doubt as to the right of any Beneficiary to receive any amount, the Committee may retain such amount, with liability for any interest thereon, until the rights thereto are determined, or the Committee may pay such amount into any court of appropriate jurisdiction, in either of which events neither the Committee nor any Participating Company shall be under any further liability to anyone.

10.01 Status of the Plan.  This Plan is not intended to constitute a qualified plan under Section 401(a) of the Code, and is designed to be exempt from the participation, vesting, funding and fiduciary responsibility rules of the ERISA.  The Plan “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employee” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  The Plan shall be administered and interpreted to the extent possible in a manner consistent with this intent.

10.02 Not a Contract of Employment.  Nothing in the Plan shall be deemed or construed to impair or affect in any manner whatsoever the rights of any Participating Company with respect to the termination of employment of any person, whether or not a Participant, all of which rights shall remain as if the Plan had not been established.

10.03 Unsecured General Creditor.  Notwithstanding anything to the contrary in this Plan, the rights of a Participant or a Participant’s Beneficiary to benefits under this Plan shall be solely those of an unsecured creditor of the Company.  Any assets acquired or held by the Company or funds allocated by the Company in connection with liabilities assumed by the Company pursuant to this Plan shall not be deemed to be held under any trust for the benefit of the Participant or Participant’s Beneficiaries or security for the performance of the Company’s obligations pursuant hereto, but shall be and remain general assets of the Company.

10.04 Amendment and Termination.  It is the expectation of the Company that the Plan will continue indefinitely, but the Company reserves the right by written action of its Board of Directors, or individual(s) specifically designated by the Board to act on its behalf, to change or discontinue the Plan at any time.  Notwithstanding any other provision of this Plan, it is the intention of the Company that no payment or entitlement pursuant to this Plan will give rise to any adverse tax consequences to any Participant or Beneficiary under Code Section 409A and Treasury Regulations and other interpretive guidance issued thereunder, including that issued after the date hereof (collectively, "Section 409A"). This Plan and any amendments hereto shall be interpreted to that end and (1) to the maximum extent permitted by law, no effect shall be given to any provision herein, any amendment hereto or any action taken hereunder in a manner that reasonably could be expected to give rise to adverse tax consequences under Section 409A and (2) the Company shall take any corrective action reasonably within its control that is necessary to avoid such adverse tax consequences.  No amendments shall divest otherwise vested rights of Participants or their Beneficiaries.

10.05 Non-Assignability.  Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable under this Plan, or any part thereof, which are, and all rights to which are, expressly declared to be non-assignable and non-transferable.  No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, contracts, liabilities, torts, judgments, alimony, or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

10.06 Offset.  If at the time benefit payments are to be made under the Plan, the Participant, the Participant’s Beneficiary or both are indebted to the Employer, then the payments remaining to be made to the Participant, the Participant’s Beneficiary or both, may, at the Committee’s discretion, be reduced by the amount of such indebtedness.

10.07 Governing Law.  The Plan will be construed, administered and enforced according to Code Section 409A and related Internal Revenue Service guidelines, ERISA, and to the extent not preempted thereby, the laws of the State of Arizona.