As filed with the Securities and Exchange Commission on October 6, 1995
Registration No. 33-
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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.
1995 Stock Option Plan for Non-Employee Directors
(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
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Proposed Proposed
Title of Securities Amount to be Maximum Maximum Amount of
to be Registered Registered* Offering Aggregate Registration
Price Per Offering Fee
Share** Price**
______________________________________________________________________________
Class B Common Stock
(par value $.10 per
share)...... 2,000,000 shares $25.00 $50,000,000 $17,241.38
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* 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.
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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) 1995 Stock Option Plan for Non-Employee Directors 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) 1995 Stock Option Plan for
Non-Employee Directors 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.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I
PURPOSE OF THE PLAN
The purpose of the 1995 Stock Option Plan for Non-Employee Directors
(the "Plan") is to align more closely the interests of the non-employee
directors of Freeport-McMoRan Copper & Gold Inc. (the "Company") with that of
the Company's stockholders by providing for the automatic grant to such
directors of stock options ("Options") to purchase Shares (as hereinafter
defined), in accordance with the terms of the Plan.
ARTICLE II
DEFINITIONS
For the purposes of this Plan, the following terms shall have the
meanings indicated:
Applicable Rate: With respect to the exercise of an Option, the
rate, expressed as a percentage, determined according to the following formula:
x divided by (1-x)
in which x equals the maximum federal income tax rate applicable to
individuals in effect on the date of such exercise of such Option.
Board: The Board of Directors of the Company.
Change in Control: A Change in Control shall be deemed to have
occurred if either (a) any person, or any two or more persons acting as a
group, and all affiliates of such person or persons, shall, otherwise than as
a result of the Distribution, beneficially own more than 20% 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)
pursuant to a tender offer, exchange offer or series of purchases or other
acquisitions, or any combination of those transactions, or (b) there shall be
a change in the composition of the Board at any time within two years after
any tender offer, exchange offer, merger, consolidation, sale of assets or
contested election, or any combination of those transactions (a
"Transaction"), so that (i) the persons who were directors of the Company
immediately before the first such Transaction cease to constitute a majority
of the Board of Directors of the corporation which shall thereafter be in
control of the companies that were parties to or otherwise involved in such
Transaction, or (ii) the number of persons who shall thereafter be directors
of such corporation shall be fewer than two-thirds of the number of directors
of the Company immediately prior to such first Transaction. A Change in
Control shall be deemed to take place upon the first to occur of the events
specified in the foregoing clauses (a) and (b).
Code: The Internal Revenue Code of 1986, as amended from time to
time.
Distribution: The distribution by Freeport-McMoRan Inc. ("FTX") of
all the then outstanding Shares owned by FTX to the holders of FTX common
stock.
Election Period: The period beginning on the third business day
following a date on which the Company releases for publication its quarterly
or annual summary statements of sales and earnings, and ending on the twelfth
business day following such date.
Eligible Director: A director of the Company who is not, and within
the preceding one year has not been, an officer or an employee of the Company
or a Subsidiary, an officer or an employee of an entity with which the Company
has contracted to receive executive or management services, or otherwise
eligible for selection to participate in any plan of the Company or any
Subsidiary that entitles the participants therein to acquire stock, stock
options or stock appreciation rights of the Company or its Subsidiaries.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Fair Market Value: The average of the per Share high and low quoted
sale prices on the date in question (or, if there is no reported sale on such
date, on the last preceding date on which any reported sale occurred) on the
principal exchange or market where such Shares are quoted.
Grant Date: The first day of the first month following the month in
which the Distribution occurs.
Option Cancellation Gain: With respect to the cancellation of an
Option pursuant to Section 3 of Article IV hereof, the excess of the Fair
Market Value as of the Option Cancellation Date (as that term is defined in
Section 3 of Article IV hereof) of all the outstanding Shares covered by such
Option, whether or not then exercisable, over the purchase price of such
Shares under such Option.
Option Gain: The excess of the Fair Market Value of the Shares
covered by the exercise of an Option over the purchase price of such Shares
under such Option, as such Fair Market Value is determined on the date of such
exercise.
Shares: Shares of Class B Common Stock, par value $0.10 per share,
of the Company and any shares into which such Shares may be converted or
combined in accordance with the terms of the Company's Certificate of
Incorporation.
Subsidiary: Any corporation of which stock representing at least 50%
of the ordinary voting power is owned, directly or indirectly, by the Company;
and any other entity of which equity securities or interests representing at
least 50% of the ordinary voting power or 50% of the total value of all
classes of equity securities or interests of such entity are owned,
directly or indirectly, by the Company.
ARTICLE III
ADMINISTRATION OF THE PLAN
This Plan shall be administered by the Board. The Board will
interpret this Plan and may from time to time adopt such rules and regulations
for carrying out the terms and provisions of this Plan as it may deem best;
however, the Board shall have no discretion with respect to the selection of
directors who receive Options, the timing of the grant of Options, the number
of Shares subject to any Options or the purchase price thereof. All
determinations by the Board shall be made by the affirmative vote of a
majority of its members, but any determination reduced to writing and signed
by a majority of its members shall be fully as effective as if it had been
made by a majority vote at a meeting duly called and held. Subject to any
applicable provisions of the Company's By-Laws or of this Plan, all
determinations by the Board pursuant to the provisions of this Plan, and all
related orders or resolutions of the Board, shall be final, conclusive and
binding on all persons, including the Company and its stockholders, employees,
directors and optionees.
ARTICLE IV
STOCK SUBJECT TO THE PLAN
SECTION 1. The Shares to be issued or delivered upon exercise of
Options shall be made available, at the discretion of the Board, either from
the authorized but unissued Shares of the Company or from Shares reacquired by
the Company, including Shares purchased by the Company in the open market or
otherwise obtained; provided, however, that the Company, at the discretion of
the Board, may, upon exercise of Options granted under this Plan, cause a
Subsidiary to deliver Shares held by such Subsidiary.
SECTION 2. Subject to the provisions of Section 3 of this Article
IV, the aggregate number of Shares which may be purchased pursuant to Options
shall not exceed 2,000,000.
SECTION 3. In the event of the payment of any dividends payable in
Shares, or in the event of any subdivision or combination of the Shares, the
number of Shares which may be purchased under this Plan, and the number of
Shares subject to each Option granted in accordance with Section 2 of Article
VII, shall be increased or decreased proportionately, as the case may be, and
the number of Shares deliverable upon the exercise thereafter of any Option
theretofore granted (whether or not then exercisable) shall be increased or
decreased proportionately, as the case may be, without change in the aggregate
purchase price. In the event the Company is merged or consolidated into or
with another corporation in a transaction in which the Company is not the
survivor, or in the event that substantially all of the Company's assets are
sold to another entity not affiliated with the Company, any holder of an
Option, whether or not then exercisable, shall be entitled to receive (unless
the Company shall take such alternative action as may be necessary to preserve
the economic benefit of the Option for the optionee) on the effective date of
any such transaction (the "Option Cancellation Date"), in cancellation of such
Option, an amount in cash equal to the Option Cancellation Gain relating
thereto, determined as of the Option Cancellation Date.
ARTICLE V
PURCHASE PRICE OF OPTIONED SHARES
The purchase price per Share under each Option shall be 100% of the
Fair Market Value of a Share at the time such Option is granted, but in no
case shall such price be less than the par value of the Shares subject to such
Option.
ARTICLE VI
ELIGIBILITY OF RECIPIENTS
Options will be granted only to individuals who are Eligible
Directors at the time of such grant.
ARTICLE VII
GRANT OF OPTIONS
SECTION 1. Each Option shall constitute a nonqualified stock option
which is not intended to qualify under Section 422 of the Code.
SECTION 2. On the Grant Date in 1995 and on the anniversary of such
date in each subsequent year through and including 2004, each Eligible
Director, as of each such date, shall be granted an Option to purchase 10,000
Shares. Each Option shall become exercisable with respect to 2,500 Shares on
each of the first, second, third and fourth anniversaries of the date of grant
and may be exercised by the holder thereof with respect to all or any part of
the Shares comprising each installment as such holder may elect at any time
after such installment becomes exercisable but no later than the termination
date of such Option; provided that each Option shall become exercisable in
full upon a Change in Control.
SECTION 3. Each Option shall provide that, promptly following the
exercise of all or any portion of such Option, the Company shall pay to the
holder of such Option an amount in cash equal to the Option Gain multiplied by
the Applicable Rate.
ARTICLE VIII
NON-TRANSFERABILITY OF OPTIONS
No Option shall be transferable by the optionee otherwise than by
will or by the laws of descent and distribution, and any such Option shall be
exercisable during the lifetime of the optionee only by the optionee or the
optionee's duly appointed legal representative.
ARTICLE IX
EXERCISE OF OPTIONS
SECTION 1. Each Option shall terminate 10 years after the date on
which it was granted.
SECTION 2. Except in cases provided for in Article X hereof, each
Option may be exercised only while the optionee is an Eligible Director.
SECTION 3. Each Option shall provide that the Option or any portion
thereof may be exercised only during an Election Period. Each Option shall
provide, however, that in the event of a Change in Control, the Election
Period exercise requirement is waived.
SECTION 4. A person electing to exercise an Option or any portion
thereof then exercisable shall give written notice to the Company of such
election and of the number of Shares such person has elected to purchase, and
shall at the time of purchase tender the full purchase price of such Shares,
which tender shall be made in cash or cash equivalent (which may be such
person's personal check) or in Shares already owned by such person (which
Shares shall be valued for such purpose on the basis of their Fair Market
Value on the date of exercise), or in any combination thereof. The Company
shall have no obligation to deliver Shares pursuant to the exercise of any
Option, in whole or in part, until such payment in full of the purchase price
of such Shares is received by the Company. No optionee, or legal
representative, legatee or distributee of such optionee shall be or be deemed
to be a holder of any Shares subject to such Option or entitled to any rights
of a stockholder of the Company in respect of any Shares covered by such
Option distributable in connection therewith until such Shares have been paid
for in full and certificates for such Shares have been issued or delivered by
the Company.
SECTION 5. Each Option shall be subject to the requirement that if
at any time the Board shall be advised by counsel that the listing,
registration or qualification of the Shares subject to such Option upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Option or the issue
or purchase of Shares thereunder, such Option may not be exercised in whole or
in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free from any conditions not reasonably
acceptable to such counsel for the Board.
SECTION 6. The Company may establish appropriate procedures to
provide for payment or withholding of such income or other taxes as may be
required by law to be paid or withheld in connection with the exercise of
Options, and to ensure that the Company receives prompt advice concerning the
occurrence of any event which may create, or affect the timing or amount of,
any obligation to pay or withhold any such taxes or which may make available
to the Company any tax deduction resulting from the occurrence of such event.
ARTICLE X
TERMINATION OF SERVICE
AS AN ELIGIBLE DIRECTOR
SECTION 1. If and when an optionee shall cease to be an Eligible
Director for any reason other than death or retirement from the Board, all of
the optionee's Options shall be terminated except that any Option, to the
extent then exercisable, may be exercised within three months after such
optionee ceases to be an Eligible Director, but not later than the termination
date of the Option.
SECTION 2. If and when an optionee shall cease to be an Eligible
Director by reason of the optionee's retirement from the Board, all of the
optionee's Options shall be terminated except that any Option, to the extent
then exercisable or exercisable within one year thereafter, may be exercised
within three years after such retirement, but not later than the termination
date of the Option.
SECTION 3. Should an optionee die while serving as an Eligible
Director, all the optionee's Options shall be terminated, except that any
Option to the extent exercisable by the optionee at the time of such death,
together with the unmatured installment (if any) of such Option which at that
time is next scheduled to become exercisable, may be exercised within one year
after the date of such death, but not later than the termination date of the
Option, by the optionee's estate or by the person designated in the optionee's
last will and testament.
SECTION 4. Should an optionee die after ceasing to be an Eligible
Director, all of the optionee's Options shall be terminated, except that any
Option, to the extent exercisable by the optionee at the time of such death,
may be exercised within one year after the date of such death, but not later
than the termination date of the Option, by the optionee's estate or by the
person designated in the optionee's last will and testament.
ARTICLE XI
AMENDMENTS TO PLAN AND OPTIONS
SECTION 1. The provisions of this Plan that pertain to any matter
set forth in Rule 16b-3(c)(2)(ii)(A) under the Exchange Act, as such rule or
any successor thereto may be amended from time to time, shall not be amended
more than once every six months, other than to comport with changes in the
Code or the regulations thereunder.
SECTION 2. Subject to the provisions of Section 1 of this Article
XI, the Board may at any time terminate or from time to time amend, modify or
suspend this Plan; provided, however, that no such amendment or modification
without the approval of the stockholders shall:
(a) except pursuant to Section 3 of Article IV, increase the
maximum number (determined as provided in this Plan) of Shares which
may be purchased pursuant to Options, either individually or in
aggregate;
(b) permit the granting of any Option at a purchase price
other than 100% of the Fair Market Value of the Shares at the time
such Option is granted, subject to adjustment pursuant to Section 3
of Article IV;
(c) permit the exercise of an Option unless the full purchase
price of the Shares as to which the Option is exercised is paid at
the time of exercise;
(d) extend beyond May 1, 2004 the period during which Options
may be granted;
(e) modify in any respect the class of individuals who
constitute Eligible Directors; or
(f) materially increase the benefits accruing to participants
hereunder.
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, 2,000,000 shares (the "Shares") of Class B Common Stock ($.10 par
value) of the Corporation issuable pursuant to the 1995 Stock Option Plan for
Non-Employee Directors (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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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
____________________________
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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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 1995 Stock Option Plan for Non-Employee Directors 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.
