As filed with the Securities and Exchange Commission on July 10, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
Freeport-McMoRan Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3051048
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1615 Poydras Street
New Orleans, Louisiana 70112
(Address, including zip code, of registrant's
principal executive offices)
Freeport-McMoRan Inc. 1996 Stock Option Plan
(Full title of the plan)
__________
Roger T. Baker
Vice President and General Counsel
Freeport-McMoRan Inc.
1615 Poydras Street
New Orleans, Louisiana 70112
(504) 582-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of Amount to be offering price aggregate registration
securities to be registered(1) per unit offering price fee
registered
___________________ __________________ ____________________ ___________________ ______________
<S> <C> <C> <C> <C>
Common Stock (par
value $.01 per share) 649,002 Shares $34.81250(2) $22,593,382.13(2) $ 6,846.48(2)
Common Stock (par
value $.01 per share) 650,998 Shares $28.03125(3) $18,248,287.69(3) $ 5,529.79(3)
Total Common Stock 1,300,000 Shares $40,841,669.82 $ 12,376.27
</TABLE>
(1) Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
Common Stock of the Company, the number of shares registered shall be
automatically increased to cover the additional shares in accordance
with Rule 416(a) under the Securities Act of 1933.
(2) Computed in accordance with Rule 457(h)(1) under the Securities Act of
1933, based on the price at which such options may be exercised.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on the
Composite Tape for New York Stock Exchange - Listed Stocks on July 8,
1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by
Freeport-McMoRan Inc. (the "Company") with the Securities and
Exchange Commission (the "SEC"), are incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996 filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act");
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 filed pursuant to Section 13 of
the Exchange Act;
(3) All other reports filed by the Company pursuant to
Section 13 of the Exchange Act since December 31, 1996; and
(4) The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-B
dated March 23, 1981, filed under the Exchange Act, including
any amendment thereto or report filed for the purpose of
updating such description.
All documents filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that deregisters all
securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule
promulgated by the SEC, be deemed to be incorporated by
reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware
empowers the Company to indemnify, subject to the standards
therein prescribed, any person in connection with any action,
suit or proceeding brought or threatened by reason of the fact
that such person is or was a director, officer, employee or
agent of the Company or is or was serving as such with respect
to another corporation or other entity at the request of the
Company. Article XXIV of the Company's By-Laws and Article
ELEVENTH of the Company's Certificate of Incorporation provide
that each person who was or is made a party to (or is
threatened to be made a party to) or is otherwise involved in
any action, suit or proceeding by reason of the fact that such
person is or was a director, officer, employee or agent of the
Company shall be indemnified and held harmless by the Company
to the fullest extent authorized by the General Corporation Law
of Delaware against all expenses, liability and loss (including
without limitation attorney's fees, judgments, fines and
amounts paid in settlement) reasonably incurred by such person
in connection therewith. The rights conferred by Article XXIV
and Article ELEVENTH, as the case may be, are contractual
rights and include the right to be paid by the Company the
expenses incurred in defending such action, suit or proceeding
in advance of the final disposition thereof.
Article ELEVENTH of the Company's Certificate of
Incorporation provides that the Company's directors will not be
personally liable to the Company or its stockholders for
monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of
loyalty to the Company or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) under Section 174
of the General Corporation Law of Delaware, which makes
directors liable for unlawful dividends or unlawful stock
repurchases or redemptions, or (d) for transactions from which
directors derive improper personal benefit.
The Company has purchased from Reliance Insurance Company,
Executive Risk Indemnity Inc. and another insurer directors and
officers liability policies with a combined triennial aggregate
limit of $100,000,000 to insure certain liabilities of its
directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
15 Letter from Arthur Andersen LLP concerning unaudited
interim financial information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this
Registration Statement has been signed on behalf of
certain officers and directors of the Company.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this regis-
tration statement to include any material information with re-
spect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New Orleans, State of
Louisiana, on July 10, 1997.
Freeport-McMoRan Inc.
By: /s/ Richard C. Adkerson
__________________________
Richard C. Adkerson
Vice Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
* Director and Chairman of the Board July 10, 1997
___________________
James R. Moffett
/s/ Richard C. Adkerson Director and Vice Chairman of July 10, 1997
the Board
___________________
Richard C. Adkerson
* Director, President and July 10, 1997
____________________ Chief Executive
Rene L. Latiolais Officer (Principal Executive Officer)
* Senior Vice President and July 10, 1997
____________________ Chief Financial Officer
(Principal Financial Officer)
Robert M. Wohleber
* Controller-Financial Reporting July 10, 1997
____________________ (Principal Accounting Officer)
William J. Blackwell
* Director July 10, 1997
____________________
Robert W. Bruce III
* Director July 10, 1997
____________________
Robert A. Day
* Director July 10, 1997
____________________
William B. Harrison, Jr.
* Director July 10, 1997
____________________
Henry A. Kissinger
* Director July 10, 1997
____________________
Bobby L. Lackey
* Director July 10, 1997
____________________
Gabrielle K. McDonald
* Director July 10, 1997
____________________
George Putnam
* Director July 10, 1997
____________________
B.M. Rankin, Jr.
* Director July 10, 1997
____________________
J. Taylor Wharton
*By: /s/ Richard C. Adkerson
_______________________
Richard C. Adkerson
Attorney-in-Fact
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Page
_______ ___________________________ ____________
5 Opinion of Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
15 Letter from Arthur Andersen LLP concerning
unaudited interim financial information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
(included in Exhibit 5).
24 Powers of Attorney pursuant to which this
Registration Statement has been signed on
behalf of certain officers and directors of
the Company.
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
July 10, 1997
Freeport-McMoRan Inc.
1615 Poydras Street
New Orleans, Louisiana 70112
Gentlemen:
We have acted as counsel for Freeport-
McMoRan Inc., a Delaware corporation (the
"Company"), in connection with the preparation
of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the
Company with the Securities and Exchange
Commission under the Securities Act of 1933, as
amended, relating to the offering by the
Company of 1,300,000 shares (the "Shares") of
common stock, $.01 par value for each share,
pursuant to the terms of the 1996 Stock Option
Plan (the "Plan") of the Company.
Based upon the foregoing and upon our
examination of such matters as we deem
necessary to furnish this opinion, we are of
the opinion that the Shares have been duly
authorized and, when issued for at least par
value upon the terms described in the Plan and
the Registration Statement, will be validly
issued and outstanding, fully paid and
nonassessable.
We consent to the filing of this opinion
as an exhibit to the Registration Statement.
Very truly yours,
JONES, WALKER,
WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
___________________________
Margaret F. Murphy, Partner
[Letterhead of Arthur Andersen LLP]
July 10, 1997
Freeport-McMoRan Inc.
1615 Poydras St.
New Orleans, LA 70112
Gentlemen:
As independent public accountants, we hereby acknowledge our
awareness of the incorporation in the Registration Statement
(the "Registration Statement") on Form S-8 to be filed by
Freeport-McMoRan Inc. (the "Company") in July, 1997, with the
Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Act"), of our report
(the "Report") dated April 22, 1997, covering our review of the
unaudited interim financial statements of the Company and its
consolidated subsidiaries as of March 31, 1997 and for the
three-month periods ended March 31, 1997 and 1996, which Report
was included in the Quarterly Report of the Company on Form 10-
Q for the quarter ended March 31, 1997. Pursuant to Rule
436(c) promulgated by the SEC under the Act, the Report is not
considered a part of the Registration Statement prepared or
certified by us or a report prepared or certified by us within
the meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our report dated January 21, 1997 included in Freeport-McMoRan
Inc.'s Form 10-K for the year ended December 31, 1996 and to
all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
July 10, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint RICHARD
C. ADKERSON, RENE L. LATIOLAIS, ROGER T. BAKER, and MICHAEL C.
KILANOWSKI, JR., and each of them acting individually, the true
and lawful attorney of the undersigned with power to act
without the others and with full power of substitution and
resubstitution to execute, deliver, and file, for and on behalf
of the undersigned and in the name of the undersigned and in
the capacity or capacities of the undersigned as aforesaid, a
Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for
the registration under the Act of shares of Company common
stock that may be issued under the 1996 Stock Option Plan of
the Company, and any amendment or amendments to such
Registration Statement and any other document in support
thereof or supplemental thereto, and the undersigned hereby
grants to said attorneys and each of them full power and
authority to do and perform each and every act and thing
whatsoever that said attorney or attorneys may deem necessary
or advisable to carry out fully the intent of the foregoing as
the undersigned might or could do personally or in the capacity
or capacities as aforesaid, hereby ratifying and confirming all
acts and things that said attorney or attorneys may do or cause
to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ James R. Moffett
JAMES R. MOFFETT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint JAMES R.
MOFFETT, RICHARD C. ADKERSON, ROGER T. BAKER, and MICHAEL C.
KILANOWSKI, JR., and each of them acting individually, the true
and lawful attorney of the undersigned with power to act
without the others and with full power of substitution and
resubstitution to execute, deliver, and file, for and on behalf
of the undersigned and in the name of the undersigned and in
the capacity or capacities of the undersigned as aforesaid, a
Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for
the registration under the Act of shares of Company common
stock that may be issued under the 1996 Stock Option Plan of
the Company, and any amendment or amendments to such
Registration Statement and any other document in support
thereof or supplemental thereto, and the undersigned hereby
grants to said attorneys and each of them full power and
authority to do and perform each and every act and thing
whatsoever that said attorney or attorneys may deem necessary
or advisable to carry out fully the intent of the foregoing as
the undersigned might or could do personally or in the capacity
or capacities as aforesaid, hereby ratifying and confirming all
acts and things that said attorney or attorneys may do or cause
to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ Rene L. Latiolais
RENE L. LATIOLAIS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint JAMES R.
MOFFETT, RICHARD C. ADKERSON, RENE L. LATIOLAIS, ROGER T.
BAKER, and MICHAEL C. KILANOWSKI, JR., and each of them acting
individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file,
for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan of the Company, and any amendment or
amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them
full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in
the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ Robert M. Wohleber
ROBERT M. WOHLEBER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint JAMES R.
MOFFETT, RICHARD C. ADKERSON, RENE L. LATIOLAIS, ROGER T.
BAKER, and MICHAEL C. KILANOWSKI, JR., and each of them acting
individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file,
for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan of the Company, and any amendment or
amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them
full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in
the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ William J. Blackwell
WILLIAM J. BLACKWELL
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint JAMES R.
MOFFETT, RICHARD C. ADKERSON, RENE L. LATIOLAIS, ROGER T.
BAKER, and MICHAEL C. KILANOWSKI, JR., and each of them acting
individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file,
for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan of the Company, and any amendment or
amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them
full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in
the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint JAMES R.
MOFFETT, RICHARD C. ADKERSON, RENE L. LATIOLAIS, ROGER T.
BAKER, and MICHAEL C. KILANOWSKI, JR., and each of them acting
individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file,
for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan of the Company, and any amendment or
amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them
full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in
the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ Robert A. Day
ROBERT A. DAY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint JAMES R.
MOFFETT, RICHARD C. ADKERSON, RENE L. LATIOLAIS, ROGER T.
BAKER, and MICHAEL C. KILANOWSKI, JR., and each of them acting
individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file,
for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan of the Company, and any amendment or
amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them
full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in
the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ William B. Harrison, Jr.
WILLIAM B. HARRISON, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint JAMES R.
MOFFETT, RICHARD C. ADKERSON, RENE L. LATIOLAIS, ROGER T.
BAKER, and MICHAEL C. KILANOWSKI, JR., and each of them acting
individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file,
for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan of the Company, and any amendment or
amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them
full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in
the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ Henry A. Kissinger
HENRY A. KISSINGER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint JAMES R.
MOFFETT, RICHARD C. ADKERSON, RENE L. LATIOLAIS, ROGER T.
BAKER, and MICHAEL C. KILANOWSKI, JR., and each of them acting
individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file,
for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan of the Company, and any amendment or
amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them
full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in
the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ Bobby L. Lackey
BOBBY L. LACKEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint JAMES R.
MOFFETT, RICHARD C. ADKERSON, RENE L. LATIOLAIS, ROGER T.
BAKER, and MICHAEL C. KILANOWSKI, JR., and each of them acting
individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file,
for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan of the Company, and any amendment or
amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them
full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in
the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ Gabrielle K. McDonald
GABRIELLE K. MCDONALD
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint JAMES R.
MOFFETT, RICHARD C. ADKERSON, RENE L. LATIOLAIS, ROGER T.
BAKER, and MICHAEL C. KILANOWSKI, JR., and each of them acting
individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file,
for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan of the Company, and any amendment or
amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them
full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in
the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ George Putnam
GEORGE PUTNAM
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint JAMES R.
MOFFETT, RICHARD C. ADKERSON, RENE L. LATIOLAIS, ROGER T.
BAKER, and MICHAEL C. KILANOWSKI, JR., and each of them acting
individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file,
for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan of the Company, and any amendment or
amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them
full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in
the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ B.M. Rankin, Jr.
B.M. RANKIN, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in
his capacity or capacities as an officer or a member of the
Board of Directors or both of Freeport-McMoRan Inc. (the
"Company"), does hereby make, constitute, and appoint JAMES R.
MOFFETT, RICHARD C. ADKERSON, RENE L. LATIOLAIS, ROGER T.
BAKER, and MICHAEL C. KILANOWSKI, JR., and each of them acting
individually, the true and lawful attorney of the undersigned
with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file,
for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the
undersigned as aforesaid, a Registration Statement of the
Company on Form S-8, or on such other Form as may be determined
to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the
1996 Stock Option Plan of the Company, and any amendment or
amendments to such Registration Statement and any other
document in support thereof or supplemental thereto, and the
undersigned hereby grants to said attorneys and each of them
full power and authority to do and perform each and every act
and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the
foregoing as the undersigned might or could do personally or in
the capacity or capacities as aforesaid, hereby ratifying and
confirming all acts and things that said attorney or attorneys
may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this
power of attorney this 25th day of June, 1997.
/s/ J. Taylor Wharton
J. TAYLOR WHARTON
