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.
1995 Stock Option 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)......... 10,000,000 shares $25.00 $250,000,000 $86,206.90
=============================================================================
* 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 6, 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) 1995 Stock Option 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) 1995 Stock Option 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.
1995 STOCK OPTION PLAN
SECTION 1
Purpose. The purpose of the Freeport-McMoRan Copper & Gold Inc. 1995
Stock Option Plan (the "Plan") is to motivate and reward key personnel by
giving them a proprietary interest in the Company's continued success.
SECTION 2
Definitions. As used in the Plan, the following terms shall have the
meanings set forth below:
"Award" shall mean any Option, Stock Appreciation Right, Limited
Right or Other Stock-Based Award.
"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.
"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.
"Employee" shall mean (i) any person providing services as an
officer of the Company or a Subsidiary, whether or not employed by such
entity, including any such person who is also a director of the Company,
(ii) any employee of the Company or a Subsidiary, including any director
who is also an employee of the Company or a Subsidiary, (iii) any officer
or employee of an entity with which the Company has contracted to receive
executive or management services who provides services to the Company or a
Subsidiary through such arrangement and (iv) any person who has agreed in
writing to become a person described in clauses (i), (ii) or (iii) within
not more than 30 days following the date of grant of such person's first
Award under the Plan.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"Incentive Stock Option" shall mean an option granted under Section 6
of the Plan that is intended to meet the requirements of Section 422 of the
Code or any successor provision thereto.
"Limited Right" shall mean any right granted under Section 8 of the
Plan.
"Nonqualified Stock Option" shall mean an option granted under
Section 6 of the Plan that is not intended to be an Incentive Stock Option.
"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 Incentive Stock Option or a Nonqualified Stock
Option.
"Other Stock-Based Award" shall mean any right or award granted under
Section 9 of the Plan.
"Participant" shall mean any Employee 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 any Stock Appreciation Right.
"SEC" shall mean the Securities and Exchange Commission, including
the staff thereof, or any successor thereto.
"Shares" shall mean the shares of Class B Common Stock, par value
$0.10 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 right granted under Section
7 of the Plan.
"Subsidiary" shall mean (i) 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
and (ii) any other entity in which the Company has a direct or indirect
economic interest that is designated as a Subsidiary by the Committee.
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: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to
an eligible Employee; (iii) determine the number of Shares to be covered
by, or with respect to which payments, rights or other matters are to be
calculated in connection with, Awards; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under
what circumstances Awards may be settled or exercised in cash, whole
Shares, other whole securities, other Awards, other property or other cash
amounts payable by the Company upon the exercise of that or other Awards,
or canceled, forfeited or suspended and the method or methods by which
Awards may be settled, exercised, canceled, forfeited or suspended; (vi)
determine whether, to what extent, and under what circumstances cash,
Shares, other securities, other Awards, other property, and other amounts
payable by the Company with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(vii) interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; (viii) 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 (ix)
make any other determination and take any other action that the Committee
deems necessary or desirable for the administration of the Plan. 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 Employee.
SECTION 4
Eligibility. Any Employee who is not a member of the Committee shall
be eligible to be granted an Award.
SECTION 5
(a) Shares Available for Awards. Subject to adjustment as provided
in Section 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
10,000,000. Shares subject to Awards that are not granted in tandem with an
Option and that by their terms may be settled only in cash shall not be
counted against such total, except as may be required to comply with Rule
16b-3. 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 without
the delivery of Shares, shall again be, or shall become, Shares with respect to
which Awards may be granted.
(ii) Substitute Awards. Any Shares delivered by the Company, any
Shares with respect to which Awards are made by the Company, or any Shares
with respect to which the Company becomes obligated to make Awards, through
the assumption of, or in substitution for, outstanding awards previously
granted by an acquired company or a company with which the Company combines,
shall not, except in the case of Shares with respect to which Awards are
granted to Employees who are officers or directors of the Company for purposes
of Section 16 of the Exchange Act or any successor section thereto, be counted
against the Shares available for Awards under the Plan.
(iii) 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.
(iv) Individual Limit. Any provision of the Plan to the contrary
notwithstanding, no individual may receive in any year Awards under the Plan
that relate to more than 1,750,000 Shares.
(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) with respect to which Awards may be granted,
(ii) the number and type of Shares (or other securities or property) subject
to outstanding Awards, and (iii) 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 and, if deemed appropriate, adjust outstanding
Awards to provide the rights contemplated by Section 9(b) hereof; provided, in
each case, that with respect to Awards of Incentive Stock Options no such
adjustment shall be authorized to the extent that such authority would cause
the Plan to violate Section 422(b)(1) of the Code or any successor provision
thereto and, with respect to all Awards under the Plan, no such adjustment
shall be authorized to the extent that such authority would be inconsistent
with the requirements for full deductibility under Section 162(m) of the Code
and the regulations thereunder; and provided further, that the number of
Shares subject to any Award denominated in Shares shall always be a whole
number.
SECTION 6
(a) Stock Options. Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the Employees to
whom Options shall be granted, the number of Shares to be covered by each
Option, the option price therefor and the conditions and limitations
applicable to the exercise of the Option. The Committee shall have the
authority to grant Incentive Stock Options, Nonqualified Stock Options or
both. In the case of Incentive Stock Options, the terms and conditions of
such grants shall be subject to and comply with such rules as may be required
by Section 422 of the Code, as from time to time amended, and any implementing
regulations. Except in the case of an Option granted in assumption of or
substitution for an outstanding award of a company acquired by the Company or
with which the Company combines, the exercise price of any Option granted
under this Plan shall not be less than 100% of the fair market value of the
underlying Shares on the date of grant.
(b) Exercise. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter, provided,
however, that in no event may any Option granted hereunder be exercisable
after the expiration of 10 years after the date of such grant. The Committee
may impose such conditions with respect to the exercise of Options, including
without limitation, any condition relating to the application of Federal or
state securities laws, as it may deem necessary or advisable. Except in the
case of an Option granted in assumption of or substitution for an outstanding
award of a company acquired by the Company or with which the Company combines,
no Option shall be exercisable earlier than six months after the date of grant.
(c) 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. Subject to the provisions of the
Plan, the Committee shall have sole and complete authority to determine the
Employees to whom Stock Appreciation Rights shall be granted, the number of
Shares to be covered by each Award of Stock Appreciation Rights, the grant
price thereof and the conditions and limitations applicable to the exercise
thereof. Stock Appreciation Rights may be granted in tandem with another
Award, in addition to another Award, or freestanding and unrelated to any
other Award. Stock Appreciation Rights granted in tandem with or in addition
to an Option or other Award may be granted either at the same time as the
Option or other Award or at a later time. Stock Appreciation Rights shall not
be exercisable earlier than six months after the date of grant nor after the
expiration of 10 years after the date of grant. Except in the case of a Stock
Appreciation Right granted in assumption of or substitution for an outstanding
award of a company acquired by the Company or with which the Company combines,
the grant price of any Stock Appreciation Right granted under this Plan shall
not be less than 100% of the fair market value of the Shares covered by such
Stock Appreciation Right on the date of grant or, in the case of a Stock
Appreciation Right granted in tandem with a then outstanding Option or other
Award, on the date of grant of such related Option or Award.
(b) A Stock Appreciation Right shall entitle the Participant to
receive upon exercise, for each Share to which the SAR relates, an amount
equal to the excess, if any, of the fair market value of a Share on the date
of exercise of the Stock Appreciation Right over the grant price. Any Stock
Appreciation Right shall be settled in cash, unless the Committee shall
determine at the time of grant of a Stock Appreciation Right that it shall or
may be settled in cash, Shares or a combination of cash and Shares.
SECTION 8
(a) Limited Rights. Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the Employees
to whom Limited Rights shall be granted, the number of Shares to be covered
by each Award of Limited Rights, the grant price thereof and the conditions
and limitations applicable to the exercise thereof. Limited Rights may be
granted in tandem with another Award, in addition to another Award, or
freestanding and unrelated to any Award. Limited Rights granted in tandem
with or in addition to an Award may be granted either at the same time as
the Award or at a later time. Limited Rights shall not be exercisable
earlier than six months after the date of grant nor after the expiration of
10 years after the date of grant and shall only be exercisable during a
period determined at the time of grant by the Committee beginning not
earlier than one day and ending not more than ninety days after the
expiration date of an Offer. Except in the case of a Limited Right granted
in assumption of or substitution for an outstanding award of a company
acquired by the Company or with which the Company combines, the grant price
of any Limited Right granted under this Plan shall not be less than 100% of
the fair market value of the Shares covered by such Limited Right on the
date of grant or, in the case of a Limited Right granted in tandem with a
then outstanding Option or other Award, on the date of grant of such
related Option or Award.
(b) A Limited Right shall entitle the Participant to receive upon
exercise, for each Share to which the Limited Right relates, an amount 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 be settled in
cash, unless the Committee shall determine at the time of grant of a Limited
Right that it shall or may be settled in cash, Shares or a combination of cash
and Shares.
SECTION 9
(a) Other Stock-Based Awards. The Committee is hereby authorized to
grant to eligible Employees an "Other Stock-Based Award", which shall consist
of an Award, the value of which is based in whole or in part on the value of
Shares, that is not an instrument or Award specified in Sections 6 through 8
of this Plan. Other Stock-Based Awards may be awards of Shares or may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible or exchangeable into or exercisable for Shares), as
deemed by the Committee consistent with the purposes of the Plan. The
Committee shall determine the terms and conditions of any such Other
Stock-Based Award. Except in the case of an Other Stock-Based Award granted
in assumption of or in substitution for an outstanding award of a company
acquired by the Company or with which the Company combines, the price at which
securities may be purchased pursuant to any Other Stock-Based Award granted
under this Plan, or the provision, if any, of any such Award that is analogous
to the purchase or exercise price, shall not be less than 100% of the fair
market value of the securities to which such Award relates on the date of
grant.
(b) Dividend Equivalents. In the sole and complete discretion of
the Committee, an Award, whether made as an Other Stock-Based Award under this
Section 9 or as an Award granted pursuant to Sections 6 through 8 hereof, may
provide the Participant with dividends or dividend equivalents, payable in
cash, Shares, Subsidiary securities, other securities or other property on a
current or deferred basis.
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, 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.
(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 Section 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) Delegation. Subject to the terms of the Plan and applicable
law, the Committee may delegate to one or more officers of the Company the
authority, subject to such terms and limitations as the Committee shall
determine, to grant Awards to, or to cancel, modify or waive rights with
respect to, or to alter, discontinue, suspend, or terminate Awards held by,
Employees who are not officers or directors of the Company for purposes of
Section 16 of the Exchange Act, or any successor section thereto, or who are
otherwise not subject to such Section.
(b) 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, including but not limited
to the effect on such Award of the death, retirement or other termination of
employment of the Participant and the effect thereon, if any, of a change in
control of the Company.
(c) Withholding. A Participant may be required to pay to the
Company, and the Company shall have the right to deduct from all amounts paid
to a Participant (whether under the Plan or otherwise), any taxes required by
law to be paid or withheld in respect of Awards hereunder to such Participant.
The Committee may provide for additional cash payments to holders of Awards to
defray or offset any tax arising from the grant, vesting, exercise or payment
of any Award.
(d) 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(d).
(e) 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.
(f) 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.
(g) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of
the Company or any Subsidiary or in the employ of any other entity providing
services to the Company. The Company or any Subsidiary or any such entity may
at any time dismiss a Participant from employment, or terminate any
arrangement pursuant to which the Participant provides services to the
Company, free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Award Agreement. No Employee,
Participant or other person shall have any claim to be granted any Award, and
there is no obligation for uniformity of treatment of Employees, Participants
or holders or beneficiaries of Awards.
(h) 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.
(i) 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.
(j) 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.
(k) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
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.
(l) 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. No Award shall be granted under the Plan after the
fifth anniversary of the effective date of the Plan; however, unless otherwise
expressly provided in the Plan or in an applicable Award Agreement, any Award
theretofore granted may, and the authority of the Committee to amend, alter,
adjust, suspend, discontinue, or terminate any such Award or to waive any
conditions or rights under any such Award shall, extend beyond 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, 10,000,000 shares (the "Shares") of Class B Common Stock ($.10 par
value) of the Corporation issuable pursuant to the 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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 1995 Stock Option 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.
