FCX Supplemental Executive Capital Accumulation Plan

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THIS restatement of the SUPPLEMENTAL EXECUTIVE CAPITAL ACCUMULA­TION PLAN is made at New Orleans, Louisiana, by FREEPORT-MCMORAN COPPER & GOLD INC., a Delaware corporation, and any of its subsidiaries or affiliates which adopt this Plan (collectively referred to as “Company”).

W I T N E S S E T H   T H A T:

WHEREAS, the Company maintains a plan known as the Freeport-McMoRan Copper & Gold Inc. Employee Capital Accumulation Program (“FCX-ECAP”) for the benefit of eligible employees;

WHEREAS, the Company adopted a deferred compensation plan, in addition to the FCX-ECAP, known as the Freeport-McMoRan Copper & Gold Inc. Supplemental Executive Capital Accumulation Plan (“FCX-SECAP”) for the benefit of selected employees effective January 1, 1996; and

WHEREAS, the FCX-ECAP was amended effective January 1, 2001 and again on January 1, 2002 and the changes to the FCX-ECAP require amendments to this FCX-SECAP in addition to further clarifications and improvements;

NOW, THEREFORE, the following restated Plan is adopted by the Company, effective January 1, 2001 with a later effective date of January 1, 2002 applying to references to catch-up contributions and Code Section 414(v).

Unless otherwise required by the context, wherever used herein:

1.00 Account or Accounts means the amounts credited for bookkeeping purposes to the Participant attributable to FCX-SECAP Basic Credits, FCX-SECAP Company Contribution Credits, FCX-SECAP Enhanced Company Contribution Credits, FCX-SECAP DC Adjustment Contribution Credits, Predecessor Employer Credits, and Transfer Credits.

 

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

1.04 Cash or Property Dividends means the value of cash or property dividends which would have been declared and paid quarterly by the Company on the Shares as if such Shares were actually held by rather than credited to the Participant’s FCX-SECAP Company Savings Credit Account.

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

1.06 Company

 means Freeport-McMoRan Copper & Gold Inc. (“FCX”) and any subsidiary or affiliate that adopts this Plan.

1.07 Company Recognized Service

 means service by a Participant with the Company that is recognized as service under the Company’s defined contribution plan.

1.08 Contributions-

 

(a)	FCX-SECAP Basic Credit means amounts credited to a Participant's account under the Plan pursuant to Section 3.00 of this Plan.

(b)

FCX-SECAP Company Savings Credit means contributions made by the Company on behalf of a Participant pursuant to Section 4.00 of this Plan.  Effective January 1, 1998, a Participant will not be eligible for a FCX-SECAP Company Savings Credit unless such Participant specifically elects to defer into this Plan pursuant to Section 3.00 of the Plan.

(c)	FCX-SECAP Enhanced Company Contributions Credit means amounts that would be contributed to the FCX-ECAP as Enhanced Company Contributions but for the limits imposed by Code Sections 401(a)(4) and/or 415.

(d)	FCX-SECAP DC Adjustment Contributions Credit means amounts that would be contributed to the FCX-ECAP as DC Adjustment Contributions but for the limits imposed by Code Sections 401(a)(4) and/or 415 and amounts contributed to this Plan pursuant to Section 4.01 and Appendix A of the Plan.

(e)

Predecessor Employer Credit means all amounts contributed by a participant who is a Transferred Employee as that term is defined in the Employee Benefits Allocation Agreement between Freeport-McMoRan Inc. and the Company (“Agreement”) and matched by Freeport-McMoRan Inc., under the Freeport-McMoRan Inc. Supplemental Executive Capital Accumulation Plan (“FTX-SECAP”) transferred from the general assets of Freeport-McMoRan Inc. to the general assets of Freeport-McMoRan Copper & Gold Inc. for which the Company has assumed liability for payment under this Plan as hereinafter provided.

(f)	Transfer Credit means benefits transferred from the FCX-EBP or FCX-GRBP, as the result of the termination of those Plans, other than the annuity benefits described at Section 7.05.

1.09 Core Company

 means Freeport-McMoRan Inc. and its affiliates (prior to its merger with IMC Global), McMoRan Oil & Gas Co. and its affiliates, McMoRan Exploration

1.10 Employee means an Employee as defined at Section 1.14 of the FCX-ECAP.

1.11 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.

FCX-EBP means the Freeport-McMoRan Copper & Gold Inc. Excess Benefits Plan.

FCX-GRBP means the Freeport-McMoRan Copper & Gold Inc. Grandfathered Retirement Benefits Plan.

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

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

1.14 Participating Company means the Company and each Participating Affiliate.

1.15 Participating Affiliate means a Corporation that has been designated by the Chief Executive Officer of the Company as a Participating Affiliate for the Employees of which the benefits of the Plan are available.  Unless otherwise provided herein, the Company will act for and on behalf of each such Participating Affiliate in any matter pertaining to the Plan.

 

1.16 Plan means this Freeport-McMoRan Copper & Gold Inc. Supplemental Executive Capital Accumulation Plan (“FCX-SECAP”) as adopted by a Participating Company for the benefit of eligible Participants.

1.17 Retirement means the date a Participant attains normal retirement age of sixty-five (65).

1.18 Shares means the common stock of the Company, including stock held in its treasury or by any Participating Affiliate.

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

2.00 Eligible Employee. An “Eligible Employee” is an Employee who (a) in his initial year of employment is expected to receive Basic Compensation on an annualized basis equal to or greater than the Code Section 401(a)(17) dollar amount for that calendar year, (b) has a salary increase during a calendar year that causes his or her annualized Basic Compensation to exceed the Code Section 401(a)(17) dollar amount, (c) had annualized Basic Compensation equal to or greater than the Code Section 401(a)(17) dollar limit in a prior year, (d) was previously a participant in a Core Company’s nonqualified deferred compensation plan which is comparable to this Plan as determined by the Committee, or (e) becomes eligible for certain Credits under this Plan that do not require an affirmative election.

2.01 Conditions of Eligibility for Basic Credit and Company Savings Credit.  An Eligible Employee may elect to participate in this Plan beginning on the first day of the month subsequent to his or her satisfaction of one or more of the conditions for eligibility contained in Section 2.00 of this Plan, and upon filing of an application prior to such date.  If an Eligible Employee does not file an application prior to such date, the Eligible Employee shall again be eligible to participate as of the first day of January of any year subsequent to his or her date of hire and completion of one hour of service upon filing of an application prior to such first day of January.

2.02 Conditions of Eligibility for DC Adjustment Contributions Credit. An Employee who as of June 30, 2000 had an account balance under the Freeport Copper & Gold Inc. Excess Benefit Plan or Freeport Copper & Gold Inc. Grandfathered Retirement Benefit Plan and was actively employed by the Company or a Core Company may receive a DC Adjustment Contributions Credit and shall be a Participant in this Plan for purposes of this Section 2.02.  A Participant is entitled to a DC Adjustment Contributions Credit if the Participant’s employee number is listed on Appendix A to this Plan.  Eligibility for DC Adjustment Contributions Credits under this Section 2.02 shall have no bearing on a Participant’s eligibility for any other Credit provided under this Plan.

2.03 Automatic Eligibility for FCX-SECAP Enhanced Company Contributions Credit.  As of July 1, 2000, an Employee shall be eligible for FCX-SECAP Enhanced Company Contributions Credits if his or her Pensionable Compensation exceeds the Code Section 401(a)(17) dollar amount.

2.04 Automatic Eligibility for Excess Section 415 Amounts.  Any Eligible 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 FCX-SECAP DC Adjustment Contributions Credit and the FCX-SECAP Enhanced Company Contributions Credit.

2.05 Automatic Eligibility for Excess Section 401(a)(4) Amounts.  Any Eligible Employee who would receive DC Adjustment Contributions and/or Enhanced Company Contributions under the FCX-ECAP but for concerns by the Participating Company, as described in Section 4.01(d) 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 FCX-SECAP DC Adjustment Contributions Credit and FCX-SECAP Enhanced Company Contributions Credit.

 

2.06 Automatic Eligibility for Transfer Credits. 

(a)	A Transfer Credit shall be established effective June 30, 2000, for any participant in the FCX-EBP who has no accrued benefit under the FCX-GRBP, and who is employed by the Company on June 30, 2000.

(b)	A Transfer Credit shall be established effective November 30, 2000, for any participant in the FCX-EBP or the FCX-GRBP or both who does not have a Transfer Credit under Paragraph (a), and who has not received or commenced receipt of his benefit under said plans by November 30, 2000.

 

3.00 Amount of FCX-SECAP Basic Credits.

(a)

Pursuant to Section 2.01, each Eligible Employee may elect to defer in each pay period for the ensuing calendar year an amount, in increments of at least one-half of one percent (1/2%), but not to exceed twenty percent (20%), of [(A) minus (B)] when (A) equals such Employee’s Basic Compensation and (B) equals the dollar amount established under Code Section 401(a)(17), (the "Elective Deferral Amount").  Further, the elected percentage must be the same percentage such Employee has elected to defer into the FCX-ECAP.

(b)

If an Eligible Employee has elected to defer into this Plan pursuant to Section 3.00(a) above, when amounts contributed to such Employee’s account in the FCX-ECAP (and Core Company qualified plans if applicable), pursuant to the Employee’s qualified plan deferral election, reach the dollar limit in effect for the year under Code Section 402(g) (which amount for 2001 is $10,500 and for 2002 is $11,000) and, if elected by the Eligible Employee, the catch-up contributions under Code Section 414(v), all deferrals for such Participant in excess of such limit shall be credited to this Plan in addition to the elective deferrals pursuant to Section 3.00(a) above.

(c)

An Employee who is an Eligible Employee, as defined in Section 2.00, but who will receive Basic Compensation that is less than the Code Section 401(a)(17) dollar limit in a subsequent year, may nevertheless elect to participate in this Plan.  Such Participant’s FCX-SECAP Basic Credit shall be equal to the excess, if any, of the Participant’s Elective Deferral Amount for the calendar year over the dollar limit in effect for the year under Code Section 402(g) (which amount for 2001 is $10,500 and for 2002 is $11,000) and, if elected by the Eligible Employee, the catch-up contributions under Code Section 414(v).  Such Participant will receive FCX-SECAP Basic Credits only after the Code Section 402(g) limit and, if applicable, Code Section 414(v) has been reached in the FCX-ECAP and other Core Company qualified plans.

(d)

Notwithstanding the above, an Eligible Employee who commences participation in this Plan during a calendar year shall be allowed to elect to defer the amount set forth in Section 3.00(a) of this Plan for the remainder of the calendar year in which he commences participation.  In addition, an Eligible Employee hired from a Core Company shall be deemed to have elected to defer to this Plan the same percentage that he or she elected to defer under the Core Company’s equivalent plan.

 

 

3.01 Changes in the Amount of FCX-SECAP Basic Credit or the Participant's Compensation.  A Participant's election to have a FCX-SECAP Basic Credit credited to the Participant's Account under this Plan and the amount of such FCX-SECAP Basic Credit shall be irrevocable for the calendar year.  The amount of a Participant's FCX-SECAP Basic Credit shall, however, be affected by changes in the Participant's Compensation during the calendar year.

 

3.02 FCX-SECAP Basic Credit Account.  The Participant's FCX-SECAP Basic Credits shall be treated as if invested by the Committee in a manner to produce a rate of interest similar to that earned quarterly by the investment contract fund of the FCX-ECAP (presently the Vanguard Retirement Savings Trust) or at such other rate as shall be determined solely in the discretion of the Board of Directors or the Corporate Personnel Committee of such Board.

 

4.00 FCX-SECAP Company Savings Credit.

(a)

This Section 4.00(a) is effective January 1, 1998.  Concurrently with the crediting of the FCX-SECAP Basic Credit to an Eligible Employee’s Account, the Participating Company shall credit a FCX-SECAP Company Savings Credit to the Participant’s FCX-SECAP Company Savings Credit Account.  The FCX-SECAP Company Savings Credit shall be equal to the participant’s FCX-SECAP Basic Credit, but limited to five percent (5%) of [(A) minus (B)] when (A) equals such Participant’s Basic Compensation and (B) equals the Code Section 401(a)(17) dollar limit for the applicable year.

(b)

The Participant’s FCX-SECAP Company Savings Credits shall be treated as if invested by the Committee in a manner to provide a rate of interest similar to that earned quarterly by the investment contract fund of the FCX-ECAP (presently the Vanguard Retirement Savings Trust) or at such other rate as shall be so determined solely in the discretion of the Board of Directors or the Committee.

(c)	If an Eligible Employee is hired from a Core Company, he or she will receive the same Credit under Section 4.00(a) of this Plan that he or she would have received under the equivalent provision in the Core Company’s equivalent plan.

 

4.01 FCX-SECAP Enhanced Company Contribution Credits and FCX-SECAP DC Adjustment Contribution Credits.   This Section 4.01 is effective July 1, 2000.

(a)

When the Participating Company determines that amounts scheduled for contribution to the FCX-ECAP as DC Adjustment Contributions and/or Enhanced Company Contributions for a Participant will exceed the limit imposed by Code Section 415, the Participating Company shall credit the Participant's FCX-SECAP DC Adjustment Contribution Account and/or FCX-SECAP Enhanced Company Contribution Account with such excess contributions. Amounts that may result in excess Code Section 415 contributions to the FCX-ECAP shall be credited to this Plan in the following order:  (i) FCX-SECAP DC Adjustment Contributions Credits and (ii) FCX-SECAP Enhanced Company Contributions Credits.

(b)

Further, if any contributions in excess of Code Section 415 are inadvertently contributed on behalf of a Participant to the FCX-ECAP, and such Participant’s FCX-ECAP accounts are reduced pursuant to the terms of such plan to correct the excess contributions, the amount of such reduction (including any earnings accrued in the FCX-ECAP) shall be

 

 

                credited to the Participant’s applicable Accounts in this Plan as soon as administratively feasible.

 

(c)

When the Plan Administrator of the FCX-ECAP determines, upon the advice of the Participating Company’s counsel or actuary, that amounts that would be contributed to the FCX-ECAP as DC Adjustment Contributions and/or Enhanced Company Contributions for a Participant will cause the FCX-ECAP to be discriminatory under Code Section 401(a)(4), the Participating Company shall credit the Participant’s FCX-SECAP DC Adjustment Contributions Account and/or FCX-SECAP Enhanced Company Contributions Account with some or all of the Participant’s future FCX-ECAP Enhanced Company Contributions and/or FCX-ECAP DC Adjustment Contributions.

(d)

In addition to the Credits described above, a Participant described in Section 2.02 of this Plan shall receive a monthly DC Adjustment Contributions Credit in the amount indicated next to that Participant’s employee number on Appendix A to this Plan and shall receive such Credit in his or her FCX-SECAP DC Adjustment Contributions Account each month for a period of 60 months, starting in July, 2000.  No DC Adjustment Contributions Credit shall be provided after the last month preceding the month in which the Participant terminates his employment.

(e)

When the Committee determines that an Eligible Employee’s projected annual Pensionable Compensation will exceed the Code Section 401(a)(17) dollar limit, the Participating Company shall credit a FCX-SECAP Enhanced Company Contribution to the Participant’s FCX-SECAP Enhanced Company Contribution Credit Account.  The FCX-SECAP Enhanced Company Contribution Credit shall be equal to the percentage determined under Section 4.04(a) of the FCX-ECAP times [(A) minus (B)] when (A) equals such Participant’s Pensionable Compensation and (B) equals the Code Section 401(a)(17) dollar limit for the applicable year.  The amount of a Participant’s FCX-SECAP Enhanced Company Contribution Credit shall be affected by changes in the Participant’s Pensionable Compensation during the calendar year.

(f)

If an individual is hired directly from a Core Company and he or she was receiving DC Adjustment Contributions Credits under the Core Company’s nonqualified plan, the Company shall make the remainder of the DC Adjustment Contributions Credits for which the individual was eligible under the Core Company’s nonqualified plan to the Participant’s DC Adjustment Contributions Account in this Plan.

(g)	If an Eligible Employee is hired from a Core Company, he or she will receive the same credit under Section 4.01(e) of this Plan that he or she

 

(h)	Credits made under this Section 4.01 shall be treated as if invested by the Committee in a manner to provide a rate of interest equal to the rate for ten year Treasury Notes, plus a percentage to be determined annually by the Committee (3.5% in 2000).

 

4.02 Transfer Credits.

(a)	Transfer Credit Starting Account Balance.

(i)	The Transfer Credit under Section 2.06(a) shall be equal to the accrued benefit of the participant under the FCX-EBP, determined as the account balance of the participant in such plan as of June 30, 2000.

(ii)

The Transfer Credit under Section 2.06(b) shall be equal to the accrued benefit of the participant under the FCX-EBP and FCX-GRBP, determined as of June 30, 2000, converting any accrued benefit not expressed as an account balance to a present value using reasonable actuarial factors selected by the Plan Administrator.

(b)	Interest Credits.

(i)

If the participant was an employee of the Company as of June 30, 2000, his Transfer Credit shall be treated as if invested starting July 1, 2000, in a manner to provide interest at a rate equal to the rate for 10-year Treasury Notes, plus an additional percentage, which shall be 3.5% per annum in 2000 and thereafter as determined annually by the Committee.   This provision applies even if the Transfer Credit is not established until November 30, 2000.

(ii)	If the participant was not an employee of the Company as of June 30, 2000, his Transfer Credit shall be treated as if invested starting July 1, 2000, in the same manner as described at Section 3.02 of the Plan.

5.00 Predecessor Employer Credit – Basic Credit Amount.  The portion of a Participant’s Predecessor Employer Credit that was considered to have been a deferral of compensation under the FTX-SECAP shall be treated as if invested by the Committee in a manner to produce a rate of interest similar to that earned quarterly by the investment contract fund of the FCX-ECAP (presently the Vanguard Retirement Savings Trust) or at such other rate as shall be so determined solely in the discretion of the Board of Directors or the Corporate Personnel Committee of such Board.

5.01 Predecessor Employer Credit – FTX Savings Credit Amount.  The portion of a Participant’s Predecessor Employer Credit that was a matching contribution made by Freeport-McMoRan Inc. under the FTX-SECAP and for bookkeeping purposes was treated as though invested in shares of stock of Freeport-McMoRan Inc. (“FTX”) shall, for bookkeeping purposes under this Plan, be treated as if invested in a fund consisting of shares of FTX.  As of the effective date of the merger of the Company with and into IMC Global Inc., for bookkeeping purposes, each Participant’s FTX shares were converted to an amount determined by calculating the number of Company Shares, including fractional shares, by the weighted average per share price of Company Shares on the New York Stock Exchange on the last day that Company Shares were traded on the New York Stock Exchange before the effective date of the merger of the Company with and into IMC Global Inc.  The resulting amount is treated as if invested by the Committee in a manner to produce a rate of interest similar to that earned quarterly by the investment contract fund of the FCX-ECAP (presently the Vanguard Retirement Savings Trust) or at such other rate as shall be so determined solely in the discretion of the Board of Directors or the Corporate Personnel Committee of such Board from time to time.

That portion under FTX-SECAP that was treated for bookkeeping purposes as if invested in shares of Freeport-McMoRan Copper & Gold Inc. (“FCX”) shall, for bookkeeping purposes under this Plan, be treated as if invested in a fund consisting of shares of FCX.  For bookkeeping purposes, dividends paid on shares of FCX shall also be credited and invested in shares of FCX.

6.00 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 Company from time to time), the Company shall deliver to each Participant a statement setting forth the amount credited for bookkeeping purposes to the Participant’s Accounts.

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

7.00 Withdrawals Upon Termination of Employment.

(a)

Upon termination of a Participant’s employment, including disability as defined for purposes of the Company’s long-term Disability Income Plan, or death, a Participant, or in the proper case the Participant’s legal representative or the Participant’s designated Beneficiary, shall be paid as soon as practicable the total value of the Participant’s Accounts in the Plan not otherwise forfeited according to the provisions of Article VIII, provided, however, that if the Participant has elected by filing the required notice with the Company to defer payment of the total value of the Participant’s Accounts, the value of such Accounts shall be paid by February 28th of the year following the year in which such termination occurs.

Notwithstanding the above, if a Participant is subject to Section 16 of the Securities Exchange Act of 1934 with respect to the Shares of the Company, then such Participant may NOT elect to defer the value of his or her FCX-SECAP Company Savings Credit Account, the value of which shall be paid as soon as practicable following such termination.  Such Participant shall be allowed to defer the value of his or her FCX-SECAP Basic Credit Account, the value of which shall be paid by February 28th of the year following the year in which such termination occurs.

(b)	Notwithstanding the provisions of Section 7.00(a), a Participant who has terminated employment with the Company but has continued active employment with a Core Company, shall not be entitled to distribution of his or her Account until he or she is no longer employed by a Core Company.

(c)	The provisions of Paragraphs (a) and (b) of 7.00 Withdrawals Upon Termination of Employment shall not apply to benefits paid pursuant to Sections 7.04 and 7.05, below.

7.01 Form of Payments.  Payments of the amount credited to a Participant’s Accounts shall be made in cash.

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

7.03 Responsible Party.  The Company will pay all benefits arising under this Plan and all costs, charges and expenses relating thereto.

 

7.04 Certain Transfer Credits.  Except as provided under Section 7.05, if a participant was not an employee of the Company as of June 30, 2000, the Account balance attributable to his Transfer Credit shall be paid at such a time as the Committee determines.

7.05 Annuity Payments.  The Company shall pay under this Plan, commencing with payments due for the month of December, 2000, all annuity benefits that were being paid prior to December 1, 2000, under the terms of the FCX-EBP or the FCX-GRBP.  The payments shall be made in the same amounts, to the same individuals and for the same term as the payments that were being made under the FCX-EBP or the FCX-GRBP.  Since the payments under this paragraph are fixed in amount, the provisions of this Plan regarding earnings credited to account balances have no application to these payments.

7.06 No Deferral Option for Certain Benefits.  In the case of a benefit payable from a Transfer Credit Account, if the Participant has no other Account under the Plan the Participant shall not have the option to defer payment of the benefit until the year following the year of termination of employment.

7.07 No Duplication of Benefits.  In no event shall a benefit with respect to a Participant be paid both from a Transfer Credit Account under this Plan and under the FCX-EBP or the FCX-GRBP.  The payment of a benefit from a Transfer Credit Account with respect to a Participant is conditioned on the recipient not receiving a benefit under the FCX-EBP or FCX-GRBP. If a benefit should be paid with respect to a Participant under the FCX-EBP or the FCX-GRBP after a benefit with respect to the Participant has been paid under a Transfer Credit Account, the benefit from such Participant’s Transfer Credit Account shall be returned to the Company, plus interest at the judicial interest rate in effect in Louisiana at the time.

8.00 Vesting and Forfeitures.

(a)

If a Participant (other than a Participant to whom Section 7.00(b) applies) has not accrued 36 months of service as of the date the Participant's employment terminates (which service shall include any period of absence from work for less than 12 months other than severance due to the participant's quitting), the Participant shall, as of the Value Determination Date immediately following such termination, all in accordance with nondiscriminatory rules and procedures established by the Company, forfeit the entire value of his or her Account attributable to FCX-SECAP Company Savings Credit, the FCX-SECAP Enhanced Company Savings Credit and the FCX-SECAP DC Adjustment Savings Credit.  In addition, a Participant shall become Vested in all Accounts upon death, Retirement, total and permanent disability, long term disability, as a result of layoff, or Section 2.03(g) of the FCX-ECAP, if applicable.  Notwithstanding the foregoing, a Participant who is actively employed by the Company or a Core Company on June 30, 2000 shall be vested in all Accounts.  The vested portion of the Accounts of a Participant who terminated employment prior to July 1, 2000 shall be determined based upon the vesting schedule in effect at the time of termination.

(b)

Notwithstanding the provisions of Section 8.00(a), if a Participant is not vested as of his termination of employment with the Company but said Participant is employed by a Core Company, then said Participant shall continue to accrue Company Recognized Service under this Plan so long as he or she is employed by a Core Company.

8.01 Restoration of Forfeitures.  If a Participant who has forfeited his or her FCX-SECAP Company Savings Credit Account pursuant to Section 8.00(a) is subsequently employed by a Participating Company and the Participant elects to repay to the FCX-ECAP the full amount, if any, the Participant previously received (unadjusted by any subsequent gains or losses) from the FCX-ECAP before the Participant has a 60 consecutive-month period of severance, then on the Value Determination Date next following the date on which repayment is made, the previously forfeited amount (unadjusted by any subsequent gains or losses) under this Plan shall be credited by the Participating Company with which the Participant is employed to the Participant’s FCX-SECAP Company Savings Credit Account.

8.02 Vesting of Transfer Accounts and Annuity Benefits.  All Transfer Credits and benefits payable under Section 7.05 are fully vested, and the provisions of Sections 8.00 and 8.01 shall have no application to them.

9.00 Committee.  The operation, administration and determination and answering of all questions arising under or in connection with the Plan shall be the responsibility of the Committee.  The initial Committee shall consist of one member, Claude Donald Whitmire, Jr., who shall serve until a successor is appointed by the Board of Directors of the Company.  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.

The Committee shall have the exclusive right to interpret the Plan and to determine any questions arising under or in connection with the administration of the Plan.  The Committee’s decision or action in respect thereof shall be conclusive and binding upon all persons having an interest in the Plan.

9.01 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.

9.02 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.

9.03 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) FCX-SECAP Basic Credits, (ii) FCX-SECAP Company Savings Credits, (iii) FCX-SECAP Enhanced Company Contribution Credits, (iv) FCX-SECAP DC Adjustment Contribution Credits, (v) Predecessor Employer Credits, and (vi) Transfer Credits.  Contributions and interest shall be allocated separately with respect to each such Account in a reasonable and consistent manner.

9.04 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.

10.00 Beneficiaries in the Event of Death.  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.

Upon the death of a Participant, the value of the Participant’s Account or Accounts, to the extent permitted by law, shall be paid 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.  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 Participant’s Rights.  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.

10.02 Change or Discontinuance.  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 Participants’ Beneficiaries or to be security for the performance of the Company’s obligations pursuant hereto, but shall be and remain general assets of the Company.

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.  Any such change or discontinuance shall be effective at such date as the Company may determine.  No change, however, shall impair such rights of withdrawal under Article VII as the Participant would have had, if such change had not been made, with respect to deferrals made by the Participant or by any Participating Company prior to such change.

In the event of termination or partial termination of the Plan, or upon the complete discontinuance of deferrals under the Plan, the right of each Participant to the amount credited to the Participant’s Account at such time will be non-forfeitable.  In the case of partial termination, the preceding sentence shall apply only to that portion of the Plan that is terminated.

If the Plan is discontinued, each Participant shall be paid the total value of the Participant’s Accounts as of the date as near as practicable to the effective date of such discontinuance.

10.03 Construction and Interpretation.  The Plan shall be governed by and construed in accordance with the laws of the State of Louisiana.

10.04 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.

10.05 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 Company, then the payments remaining to be made to the Participant, the Participant’s Beneficiary or both, may, at the Company’s discretion, be reduced by the amount of such indebtedness.

10.06 Nature of Plan.  This Plan shall be an unfunded Plan and no actual contributions shall be made to this Plan, nor will any Participant have any interest in any Shares which the Company may in its discretion allocate or reserve for the purpose of paying benefits under this Plan.  Any deferrals of Compensation and Credits to a Participant's Accounts hereunder shall remain part of the Company's general assets.

Executed in New Orleans, Louisiana this 21st day of December, 2001.

DC Adjustment Contributions Credits

Employee Number	Monthly Payment
25201	9.16
51391	72.14
52711	62.91
52746	17.19
54136	1,013.90