FCX Supplemental Executive Capital Accumulation Plan Amendment One

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WHEREAS, Freeport-McMoRan Copper & Gold Inc. (“Company”) maintains a plan known as a Freeport-McMoRan Copper & Gold Inc. Employee Capital Accumulation Program (“FCX-ECAP” or “Plan”) for the benefit of a select group of employees, which Plan was restated December 21, 2001; and

WHEREAS, Section 10.02 of the Plan provides that 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 and such authority was granted to C. Donald Whitmire, Jr. on March 16, 2001;

NOW, THEREFORE, the Plan is hereby amended to clarify the eligibility provisions for the Company Savings contributions, as follows:

Paragraph (b), FCX-SECAP Company Savings Credit, Section 1.08, Contributions, is amended effective January 1, 2001 to delete the last sentence.

Section 2.01, Conditions of Eligibility for Basic Credit and Company Savings Credit, is amended to add the following at the end:

Notwithstanding, effective January 1, 2001, if an Employee’s Basic Compensation exceeds the Code Section 401(a)(17) dollar limit for the applicable year, such Employee is automatically eligible for a Company Savings Credit, provided such Employee is making deferrals to the FCX-ECAP.

The first paragraph of Section 4.00, FCX-SECAP Company Savings Credit, is amended and restated to read as follows:

Effective January 1, 2001, each eligible Employee who has Basic Compensation in excess of the Code Section 401(a)(17) dollar limit will receive a Company Savings Credit equal to 100% of the ECAP Basic Contributions percentage (as defined in the FCX-ECAP) as applied to (A) minus (B) [when (A) equals such individual’s Basic Compensation and (B) equals the Code Section 401(a)(17) dollar limit for the applicable year,] limited to 5% of (A) minus (B).

                        C. Donald Whitmire, Jr.

Plan Administrator