As filed with the Securities and Exchange Commission on October 6, 1995
Registration No. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------
Freeport-McMoRan Copper & Gold Inc.
(Exact name of issuer as specified in its charter)
Delaware 74-2480931
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1615 Poydras Street
New Orleans, Louisiana 70112
(504) 582-4000
(Address of principal executive offices)
---------
Freeport-McMoRan Copper & Gold Inc.
Adjusted Stock Award Plan
(Full title of the plan)
---------
Henry A. Miller, Esq.
Freeport-McMoRan Copper & Gold Inc.
1615 Poydras Street
New Orleans, Louisiana 70112
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (504) 582-4000
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee
- --------------------- ---------------- --------- --------- ------------
Class B Common Stock
(par value $.10
per share)......... 7,824,376 shares $25.00 $195,609,400 $67,451.52
==============================================================================
* Plus an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
** Estimated pursuant to Rule 457 of the General Rules and Regulations
under the Securities Act of 1933 solely for the purpose of computing
the registration fee, based on the average of the high and low sale
prices of the securities being registered hereby on the Composite Tape
on October 5, 1995.
==============================================================================
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Freeport-McMoRan Copper & Gold Inc. (the "Company" or the "Corporation")
hereby incorporates herein by reference the following documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1994;
(3) The description of the Company's Class B Common Stock contained
in the Company's Registration Statement on Form 8-A dated June 27, 1995,
filed under the Exchange Act, including any amendment thereto or report
filed for the purpose of updating such description.
In addition, all documents filed by the Company 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
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
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. Under the
Company's Certificate of Incorporation, the Company is obligated to indemnify
its directors and officers to the fullest extent permitted by Delaware law.
The Company's Certificate of Incorporation makes such indemnification rights
contract rights and entitles directors and officers to initiate legal action
against the Company to enforce such indemnification rights.
The Company's Certificate of Incorporation also provides that, to the
fullest extent permitted by Delaware law, a director shall not be liable to
the Company or its shareholders for monetary damages for breach of fiduciary
duty as a director. However, the Company's Certificate of Incorporation does
not eliminate a director's liability for breach of the duty of loyalty, acts
or omissions not in good faith, certain payments not permitted under the
Delaware General Corporation Law, or transactions in which the director
derives an improper benefit.
The Company's Certificate of Incorporation also authorizes the Company
to enter into indemnification agreements with any such persons providing for
indemnification rights to the maximum extent permitted by law.
EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit
No. Exhibit
- ------- -------
4(a) Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Quarterly
Report on Form 10-Q of the Company for the quarter ended June
30, 1995 (the "1995 Second Quarter Form 10-Q"))
4(b) By-Laws of the Company, as amended (incorporated by reference
to Exhibit 3.2 to the 1995 Second Quarter Form 10-Q)
4(c) Adjusted Stock Award Plan of the Company
5 Opinion of Davis Polk & Wardwell
23(a) Consent of Arthur Andersen LLP, independent public accountants
23(b) Consent of Davis Polk & Wardwell (included in Exhibit 5)
24 Powers of Attorney
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 registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act, 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; and
(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, each
filing of the registrant's Annual Report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's Annual
Report pursuant to Section 15(d) of the Exchange Act) 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 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 proceeding) 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 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
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
the 6th day of October, 1995.
Freeport-McMoRan Copper & Gold Inc.
By /s/ JAMES R. MOFFETT
---------------------------------
James R. Moffett
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
--------- ----- ----
/s/ James R. Moffett Director, Chairman of the October 6, 1995
- -------------------------- Board and Chief Executive
(James R. Moffett) Officer (Principal Executive
Officer)
/s/ Richard C. Adkerson* Executive Vice President October 6, 1995
- -------------------------- and Chief Financial Officer
(Richard C. Adkerson) (Principal Financial Officer)
/s/ John T. Eads* Controller - Financial October 6, 1995
- -------------------------- Reporting (Principal
(John T. Eads) Accounting Officer)
/s/ Robert W. Bruce III* Director October 6, 1995
- --------------------------
(Robert W. Bruce III)
/s/ R. Leigh Clifford* Director October 6, 1995
- --------------------------
(R. Leigh Clifford)
/s/ Thomas B. Coleman* Director October 6, 1995
- --------------------------
(Thomas B. Coleman)
/s/ Bobby E. Cooper* Director October 6, 1995
- --------------------------
(Bobby E. Cooper)
/s/ William H. Cunningham* Director October 6, 1995
- --------------------------
(William H. Cunningham)
/s/ Robert A. Day* Director October 6, 1995
- --------------------------
(Robert A. Day)
/s/ Leland O. Erdahl* Director October 6, 1995
- --------------------------
(Leland O. Erdahl)
/s/ William B. Harrison, Jr.* Director October 6, 1995
- -----------------------------
(William B. Harrison, Jr.)
/s/ Henry A. Kissinger* Director October 6, 1995
- --------------------------
(Henry A. Kissinger)
/s/ Bobby Lee Lackey* Director October 6, 1995
- --------------------------
(Bobby Lee Lackey)
/s/ Rene L. Latiolais* Director October 6, 1995
- --------------------------
(Rene L. Latiolais)
/s/ Gabrielle K. McDonald* Director October 6, 1995
- --------------------------
(Gabrielle K. McDonald)
/s/ George A. Mealey* Director October 6, 1995
- --------------------------
(George A. Mealey)
/s/ George Putnam* Director October 6, 1995
- --------------------------
(George Putnam)
/s/ B.M. Rankin, Jr.* Director October 6, 1995
- --------------------------
(B.M. Rankin, Jr.)
/s/ Wolfgang F. Siegel* Director October 6, 1995
- --------------------------
(Wolfgang F. Siegel)
/s/ Eiji Umene* Director October 6, 1995
- --------------------------
(Eiji Umene)
/s/ J. Taylor Wharton* Director October 6, 1995
- --------------------------
(J. Taylor Wharton)
/s/ Ward W. Woods, Jr.* Director October 6, 1995
- --------------------------
(Ward W. Woods, Jr.)
* By /s/ James R. Moffett
----------------------
James R. Moffett,
Attorney-in-Fact
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- -------------- ------------------------------- --------------
4(a) Certificate of Incorporation
of the Company, as amended
(incorporated by reference to
Exhibit 3.1 to the Quarterly
Report on Form 10-Q of the
Company for the quarter ended
June 30, 1995 (the "1995
Second Quarter Form 10-Q"))
4(b) By-Laws of the Company, as
amended (incorporated by
reference to Exhibit 3.2 to
the 1995 Second Quarter Form
10-Q)
4(c) Adjusted Stock Award Plan of
the Company
5 Opinion of Davis Polk &
Wardwell
23(a) Consent of Arthur Andersen
LLP, independent public
accountants
23(b) Consent of Davis Polk &
Wardwell (included in Exhibit
5)
24 Powers of Attorney
EXHIBIT 4(c)
FREEPORT-McMoRan COPPER & GOLD INC.
ADJUSTED STOCK AWARD PLAN
SECTION 1
Purpose. The purpose of the Freeport-McMoRan Copper & Gold Inc.
Adjusted Stock Award Plan (the "Plan") is to provide for the issuance and
administration of certain awards relating to common stock of the Company
issued to employees, officers and directors of Freeport-McMoRan Inc. ("FTX"),
the Company's current parent, in connection with FTX's distribution to FTX
stockholders of all of the Class B Common Stock of the Company.
SECTION 2
Definitions. As used in the Plan, the following terms shall have the
meanings set forth below:
"Award" shall mean any Option, Limited Right, Stock Appreciation
Right or Stock Incentive Unit granted under this Plan.
"Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
"Committee" shall mean a committee of the Board designated by the
Board to administer the Plan and composed of not fewer than two directors,
each of which directors, to the extent necessary to comply with Rule 16b-3
only, is a "disinterested person" within the meaning of Rule 16b-3. Until
otherwise determined by the Board, the Committee shall be the Corporate
Personnel Committee of the Board.
"Company" shall mean Freeport-McMoRan Copper & Gold Inc.
"Consent Solicitation Statement" shall mean the consent solicitation
statement dated February 7, 1995 distributed to Company stockholders in
connection with the transactions relating to the Distribution.
"Designated Beneficiary" shall mean the beneficiary designated by the
Participant, in a manner determined by the Committee, to receive the benefits
due the Participant under the Plan in the event of the Participant's death.
In the absence of an effective designation by the Participant, Designated
Beneficiary shall mean the Participant's estate.
"Distribution" shall mean the distribution by FTX of all the then
outstanding Shares owned by FTX to the holders of FTX common stock, as
described in the Consent Solicitation Statement.
"Distribution Date" shall mean the effective date of the Distribution.
"Eligible Individual" shall mean any present or former employee,
officer or director of FTX who on the Distribution Date holds an FTX Award.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"FTX Award" shall mean any of the FTX Options, FTX Director Options,
FTX SARs and FTX SIUs, and any limited rights appertaining thereto.
"FTX Director Option" shall mean an option to purchase FTX common
stock granted under the FTX 1988 Stock Option Plan for Non-Employee Directors
that is outstanding and unexercised on the Distribution Date.
"FTX Option" shall mean an option to purchase FTX common stock
granted by FTX to a present or former officer or employee of FTX that is
outstanding and unexercised on the Distribution Date.
"FTX SAR" shall mean a stock appreciation right granted to a present
or former officer or employee of FTX that is outstanding and unexercised on
the Distribution Date.
"FTX SIU" shall mean a stock incentive unit granted under the FTX
1992 Stock Incentive Unit Plan that is outstanding and unexercised on the
Distribution Date.
"Limited Right" shall mean any right granted under Section 8 of the
Plan.
"Offer" shall mean any tender offer, exchange offer or series of
purchases or other acquisitions, or any combination of those transactions, as
a result of which any person, or any two or more persons acting as a group,
and all affiliates of such person or persons, shall beneficially own more
than 40% of all classes and series of the Company's stock outstanding, taken
as a whole, that has voting rights with respect to the election of directors of
the Company (not including any series of preferred stock of the Company that
has the right to elect directors only upon the failure of the Company to pay
dividends).
"Offer Price" shall mean the highest price per Share paid in any
Offer that is in effect at any time during the period beginning on the
ninetieth day prior to the date on which a Limited Right is exercised and
ending on and including the date of exercise of such Limited Right. Any
securities or property that comprise all or a portion of the consideration
paid for Shares in the Offer shall be valued in determining the Offer Price at
the higher of (i) the valuation placed on such securities or property by the
person or persons making such Offer, or (ii) the valuation, if any, placed on
such securities or property by the Committee or the Board.
"Option" shall mean an option granted under Section 6 of the Plan.
"Participant" shall mean any Eligible Individual granted an Award
under the Plan.
"Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization,
government or political subdivision thereof or other entity.
"Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect from
time to time.
"SAR" shall mean a Stock Appreciation Right.
"SEC" shall mean the Securities and Exchange Commission, including
the staff thereof, or any successor thereto.
"SIU" shall mean any Stock Incentive Unit.
"Shares" shall mean the shares of Class B Common Stock, par value
$.10 per share, of the Company and such other securities of the Company or a
Subsidiary as the Committee may from time to time designate.
"Stock Appreciation Right" shall mean any award of stock appreciation
rights granted under Section 7 of the Plan.
"Stock Incentive Unit" shall mean any award of stock incentive units
granted under Section 9 of the Plan.
"Subsidiary" shall mean any corporation or other entity in which the
Company possesses directly or indirectly equity interests representing at
least 50% of the total ordinary voting power or at least 50% of the total
value of all classes of equity interests of such corporation or other entity.
SECTION 3
Administration. The Plan shall be administered by the Committee.
Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to interpret and administer the
Plan and any instrument or agreement relating to, or Award made under, the
Plan; establish, amend, suspend or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Plan.
The Committee shall have no discretion relating to the timing, price and size
of Awards granted under the Plan, which shall be determined in accordance with
the provisions of Sections 6 through 9. Unless otherwise expressly provided
in the Plan, all designations, determinations, interpretations and other
decisions under or with respect to the Plan or any Award shall be within the
sole discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including the Company, any
Subsidiary, any Participant, any holder or beneficiary of any Award, any
stockholder of the Company and any Eligible Individual.
SECTION 4
Eligibility. Each Eligible Individual shall be granted an Award in
accordance with the provisions of the Plan.
SECTION 5
(a) Shares Available for Awards. Subject to adjustment as provided
in paragraph 5(b):
(i) Calculation of Number of Shares Available. The number of Shares
with respect to which Awards may be granted under the Plan shall be such
number of Shares as results from the application of the award formulas set
forth in Sections 6 through 8. Such number of Shares shall not be reduced by
the number of Shares with respect to which SIUs shall be granted, which shall
be determined in accordance with Section 9. If, after the effective date of
the Plan, an Award granted under the Plan expires or is exercised, forfeited,
canceled or terminated without the delivery of Shares, then the Shares covered
by such Award or to which such Award relates, or the number of Shares
otherwise counted against the aggregate number of Shares with respect to which
Awards may be granted, to the extent of any such expiration, exercise,
forfeiture, cancellation or termination, shall not thereafter be available for
grants or Awards under the Plan.
(ii) Sources of Shares Deliverable Under Awards. Any Shares
delivered pursuant to an Award may consist of authorized and unissued Shares
or of treasury Shares, including Shares held by the Company or a Subsidiary
and Shares acquired in the open market or otherwise obtained by the Company or
a Subsidiary.
(b) Adjustments. In the event that the Committee determines that
any dividend or other distribution (whether in the form of cash, Shares,
Subsidiary securities, other securities or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company, or other similar corporate
transaction or event affects the Shares such that an adjustment is determined
by the Committee to be appropriate to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee may, in its sole discretion and in such manner as it may
deem equitable, adjust any or all of (i) the number and type of Shares (or
other securities or property) subject to outstanding Awards, and (ii) the
grant or exercise price with respect to any Award and, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award;
provided, that the number of Shares subject to any Award denominated in Shares
shall always be a whole number.
SECTION 6
(a) Stock Options. Immediately prior to the Distribution, each
holder of an FTX Option or an FTX Director Option shall receive an Option to
purchase such number of Shares (disregarding any fractional Share) as such
holder would be eligible to receive in the Distribution with respect to the
number of shares of FTX common stock subject to such FTX Award if such holder
were the owner of record of such FTX shares on the record date for the
Distribution. Except as set forth in paragraph 6(b), each such Option shall
have the same remaining term and other terms and conditions (whether such
terms and conditions are contained in the related FTX Award agreement or in
the plan under which such FTX Award was made) and shall be exercisable to the
same extent as the FTX Award from which they were derived, with such changes
and modifications as are necessary to substitute the Company for FTX as the
issuer of the Option; provided, however, if the FTX Award from which an Option
is derived has a term that will expire prior to one hundred and eighty days
after the effective date of the Distribution, the term of such Option shall
expire on the one hundred and eightieth day after the effective date of the
Distribution. Notwithstanding the foregoing, no Option shall be exercisable
prior to the ninetieth day after the effective date of the Distribution.
(b) Exercise Price. The per Share exercise price of each Option
granted pursuant to paragraph 6(a) shall be the per share exercise price or
grant price of the FTX Award from which such Option was derived multiplied by
a fraction, the numerator of which is the per Share fair market value at the
time of the Distribution, determined as set forth below, and the denominator
of which is the per share fair market value of FTX common stock (trading with
due bills) at the time of the Distribution, determined as set forth below.
For purposes of this paragraph 6(b), the per Share fair market value at the
time of the Distribution shall be the weighted average when-issued per Share
price on the New York Stock Exchange on the first day on which the Shares are
traded on a when-issued basis on the New York Stock Exchange, and the per
share fair market value of FTX common stock (trading with due bills) at the
time of the Distribution shall be the weighted average per share price of FTX
common stock (trading with due bills) on the New York Stock Exchange on such
trading day.
(c) Tax-Offset Payment Right. If the FTX Award from which the
Option granted under this Section 6 derives contained a right to receive a
cash payment upon exercise of such FTX Award related to and intended to defray
the income tax liability associated therewith, the Option granted under this
Section 6 shall contain a similar tax-offset payment right feature.
(d) Payment. No Shares shall be delivered pursuant to any exercise
of an Option until payment in full of the option price therefor is received by
the Company. Such payment may be made in cash, or its equivalent, or, if and
to the extent permitted by the Committee, by applying cash amounts payable by
the Company upon the exercise of such Option or other Awards by the optionee
or by exchanging whole Shares owned by the optionee (which are not the subject
of any pledge or other security interest), or by a combination of the
foregoing, provided that the combined value of all cash, cash equivalents,
cash amounts so payable by the Company upon exercises of Awards and the fair
market value of any such whole Shares so tendered to the Company, valued (in
accordance with procedures established by the Committee) as of the effective
date of such exercise, is at least equal to such option price.
SECTION 7
(a) Stock Appreciation Rights. Immediately prior to the
Distribution, each holder of an FTX SAR shall receive a Stock Appreciation
Right relating to such number of Shares (disregarding any fractional Share) as
such holder would be eligible to receive in the Distribution with respect to
the number of shares of FTX common stock to which such FTX SAR relates if such
holder were the owner of record of such FTX shares on the record date for the
Distribution. Except as set forth below, each such SAR shall have the same
remaining term and other terms and conditions (whether such terms and
conditions are contained in the related FTX SAR agreement or in the plan under
which such FTX SAR was awarded) and shall be exercisable to the same extent as
the FTX SAR from which they were derived, with such changes and modifications
as are necessary to substitute the Company for FTX as the issuer of the SAR.
The per Share grant price of each SAR shall be determined in the same manner
as the exercise price of Options granted pursuant to Section 6, as described
in paragraph 6(b).
(b) A Stock Appreciation Right shall entitle the Participant to
receive upon exercise, for each Share to which the SAR relates, an amount in
cash equal to the excess, if any, of the fair market value of a Share on the
date of exercise of the SAR over the grant price.
SECTION 8
(a) Limited Rights. Each holder of an FTX Option shall receive, at
the same time as and in tandem with each Option granted to such holder under
Section 6, Limited Rights equal in number to the number of Shares subject to
such Option with which such Limited Rights are in tandem. Such Limited Rights
shall have a grant price equal to the exercise price of the Option with which
it is in tandem, and shall in all other respects contain the same terms and
conditions as in the agreement pertaining to the FTX Option from which they
derived.
(b) A Limited Right shall entitle the Participant to receive upon
exercise, for each Share to which the Limited Right relates, an amount in cash
equal to the excess, if any, of the Offer Price on the date of exercise of the
Limited Right over the grant price. Any Limited Right shall only be
exercisable during a period beginning not earlier than one day and ending not
more than ninety days after the expiration date of an Offer.
SECTION 9
(a) Stock Incentive Units. Immediately prior to the Distribution,
each holder of an FTX SIU shall receive a Stock Incentive Unit relating to
such number of Shares (disregarding any fractional Share) as such holder would
be eligible to receive in the Distribution with respect to the number of
shares of FTX common stock to which such FTX SIU relates if such holder were
the owner of record of such FTX shares on the record date for the
Distribution. Except as set forth below, each such SIU shall have the same
remaining term and other terms and conditions (whether such terms and
conditions are contained in the related FTX SIU agreement or in the plan under
which such FTX SIU was awarded) and shall be exercisable to the same extent as
the FTX SIU from which they were derived, with such changes and modifications
as are necessary to substitute the Company for FTX as the issuer of the SIU.
The per Share exercise price of each SIU shall be determined in the same
manner as the exercise price of Options granted pursuant to Section 6, as
described in paragraph 6(b).
(b) A Stock Incentive Unit shall entitle the Participant to receive
upon exercise, for each Share to which the SIU relates, an amount in cash
equal to the excess, if any, of the fair market value of a Share on the date
of exercise of the SIU over the exercise price. In the event that the SIU is
exercised during a period beginning not earlier than one day after the
expiration date of an Offer and ending not more than ninety days after the
expiration date of such Offer, an SIU shall entitle the Participant to receive
upon exercise, for each Share to which the SIU relates, the higher of (i) the
amount described in the first sentence of this paragraph 9(b) and (ii) an
amount in cash equal to the excess, if any, of the Offer Price on the date of
exercise of the SIU over the exercise price.
SECTION 10
(a) Amendments to the Plan. The Board may amend, suspend or
terminate the Plan or any portion thereof at any time, provided that no
amendment shall be made without stockholder approval if such approval is
necessary to comply with any tax or regulatory requirement, including for
these purposes any approval requirement that is a prerequisite for exemptive
relief from Section 16(b) of the Exchange Act or any successor provision
thereto. Notwithstanding anything to the contrary contained herein, (i) the
Committee may amend the Plan in such manner as may be necessary for the Plan
to conform with local rules and regulations in any jurisdiction outside the
United States, and (ii) any amendment, suspension or termination made in
accordance with this paragraph 10(a) that would adversely affect a
Participant's rights under an Award made under the Plan may not be made
without such Participant's consent and (iii) no amendment to the provisions of
Sections 6 through 9 of the Plan relating to the amount, price and timing of
Awards under the Plan may be made more often than once every six months,
except to comport with the provisions of the Code or the regulations
thereunder.
(b) Amendments to Awards. The Committee may amend, modify or
terminate any outstanding Award with the Participant's consent at any time
prior to payment or exercise in any manner not inconsistent with the terms of
the Plan, including without limitation, (i) to change the date or dates as of
which an Award becomes exercisable, or (ii) to cancel an Award and grant a new
Award in substitution therefor under such different terms and conditions as it
determines in its sole and complete discretion to be appropriate.
(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee is hereby authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in paragraph 5(b) hereof) affecting the Company, or the
financial statements of the Company or any Subsidiary, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate to prevent dilution or
enlargement of the benefits or potential benefits intended to be made
available under the Plan.
(d) Cancellation. Any provision of this Plan or any Award Agreement
to the contrary notwithstanding, the Committee may cause any Award granted
hereunder to be canceled in consideration of a cash payment or alternative
Award made to the holder of such canceled Award equal in value to such
canceled Award. The determinations of value under this subparagraph shall be
made by the Committee in its sole discretion.
SECTION 11
(a) Award Agreements. Each Award hereunder shall be evidenced by a
writing delivered to the Participant that shall specify the terms and
conditions thereof and any rules applicable thereto and that shall, in
accordance with the provisions of the Plan, replicate as closely as possible
the terms, conditions and other contractual attributes of the FTX Award from
which the Award is derived, as in effect on the Distribution Date.
(b) Nontransferability. No Award shall be transferable by a
Participant other than by will or the laws of descent and distribution or, to
the maximum extent permitted by Rule 16b-3, pursuant to a qualified domestic
relations order ("QDRO"), as determined by the Committee. An Award may be
exercised, during the Participant's lifetime, only by the Participant or the
transferee under the QDRO. The designation of a Designated Beneficiary shall
not be a violation of this paragraph 11(b).
(c) Share Certificates. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the Plan or the rules, regulations,
and other requirements of the SEC, any stock exchange upon which such Shares
or other securities are then listed, and any applicable federal or state laws,
and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
(d) No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company from adopting or continuing in effect
other compensation arrangements, which may, but need not, provide for the
grant of options, stock appreciation rights and other types of Awards provided
for hereunder (subject to stockholder approval of any such arrangement if
approval is required), and such arrangements may be either generally applicable
or applicable only in specific cases.
(e) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be engaged or employed by or
retained in the employ of FTX, the Company or any Subsidiary. FTX, the
Company or any Subsidiary may at any time dismiss a Participant from
engagement or employment, free from any liability or any claim under the Plan,
unless otherwise expressly provided in the Plan or in any Award Agreement or
any agreement relating to the engagement or employment of the Participant by
FTX, the Company or any Subsidiary.
(f) Governing Law. The validity, construction, and effect of the
Plan, any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware.
(g) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall
be construed or deemed amended to conform to applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction, Person or Award and the remainder of the
Plan and any such Award shall remain in full force and effect.
(h) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments
from the Company pursuant to an Award, such right shall be no greater than the
right of any unsecured general creditor of the Company.
(i) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall
determine, in accordance with the terms of the Plan, as applicable, whether
cash, other securities or other property shall be paid or transferred in lieu
of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.
(j) Headings. Headings are given to the subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation
of the Plan or any provision thereof.
SECTION 12
Effective Date of the Plan. The Plan shall be effective as of the
date of its approval by the holders of the common stock of the Company.
SECTION 13
Term of the Plan. Subject to paragraph 5(b), no Award shall be
granted under the Plan except the Awards provided for in Sections 6, 7, 8 and
9. Awards granted hereunder shall continue until their respective expiration
dates, and the authority of the Committee to administer, interpret, amend,
alter, adjust, suspend, discontinue, or terminate, in accordance with the
provisions of the Plan, any such Award or to waive any conditions or rights
under any such Award shall extend until the latest such date.
EXHIBIT 5
[Letterhead of Davis Polk & Wardwell]
October 6, 1995
Freeport-McMoRan Copper & Gold Inc.
1615 Poydras Street
New Orleans, Louisiana 70112
Dear Sirs:
We are acting as counsel for Freeport-McMoRan Copper & Gold Inc. (the
"Corporation") in connection with its Registration Statement on Form S-8 (the
"Registration Statement") to register under the Securities Act of 1933, as
amended, 7,824,376 shares (the "Shares") of Class B Common Stock ($.10 par
value) of the Corporation issuable pursuant to the Adjusted Stock Award Plan
(the "Plan") of the Corporation. In connection therewith, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, we are of the opinion that the
Shares deliverable pursuant to the Plan have been duly authorized and, when
and to the extent issued pursuant to the Plan upon receipt by the Corporation
of adequate consideration therefor, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of
Freeport-McMoRan Copper & Gold Inc. ("FCX") of our reports dated January 24,
1995, on our audits of the financial statements and financial statement
schedule of FCX as of December 31, 1994, and for the year then ended,
incorporated by reference or included in the FCX Annual Report on Form 10-K
for the year ended December 31, 1994.
ARTHUR ANDERSEN LLP
New Orleans, Louisiana,
October 2, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Richard C. Adkerson
-----------------------
RICHARD C. ADKERSON
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ John T. Eads
-----------------
JOHN T. EADS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Robert W. Bruce III
-----------------------
ROBERT W. BRUCE III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ R. Leigh Clifford
---------------------
R. LEIGH CLIFFORD
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Thomas B. Coleman
-----------------------
THOMAS B. COLEMAN
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Bobby E. Cooper
---------------------
BOBBY E. COOPER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ William H. Cunningham
-------------------------
WILLIAM H. CUNNINGHAM
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Robert A. Day
------------------
ROBERT A. DAY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Leland O. Erdahl
--------------------
LELAND O. ERDAHL
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ William B. Harrison, Jr.
----------------------------
WILLIAM B. HARRISON, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Henry A. Kissinger
-----------------------
HENRY A. KISSINGER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Bobby Lee Lackey
---------------------
BOBBY LEE LACKEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Rene L. Latiolais
---------------------
RENE L. LATIOLAIS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Gabrielle K. McDonald
-------------------------
GABRIELLE K. MCDONALD
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ George A. Mealey
--------------------
GEORGE A. MEALEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ George Putnam
-----------------
GEORGE PUTNAM
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ B. M. Rankin, Jr.
---------------------
B. M. RANKIN, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Wolfgang F. Siegel
----------------------
WOLFGANG F. SIEGEL
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Eiji Umene
--------------
EIJI UMENE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ J. Taylor Wharton
---------------------
J. TAYLOR WHARTON
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her
capacity or capacities as an officer or a member of the Board of Directors or
both of Freeport-McMoRan Copper & Gold Inc. ("FCX"), does hereby make,
constitute, and appoint JAMES R. MOFFETT, RENE L. LATIOLAIS, GEORGE A. MEALEY,
and RICHARD C. ADKERSON, 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 FCX on Form S-8 (or on such other Form as may be
determined to be applicable) providing for the registration under the
Securities Act of 1933 of shares of FCX Class B Common Stock that may be
issued under the Adjusted Stock Award Plan of FCX, 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 12th day of September, 1995.
/s/ Ward W. Woods, Jr.
----------------------
WARD W. WOODS, JR.
