FREEPORT MCMORAN COPPER & GOLD INC, DEF 14A, 2000-03-24

FREEPORT MCMORAN COPPER & GOLD INC
DEF 14A, 2000-03-24
METAL MINING

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<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

Freeport McMoRan Copper & Gold Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

-----------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

-----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-----------------------------------------------------------------------

(5) Total fee paid:

-----------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.

(1) Amount Previously Paid:

-----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-----------------------------------------------------------------------

(3) Filing Party:

-----------------------------------------------------------------------

(4) Date Filed:

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<PAGE> 2

[FREEPORT-MCMORAN COPPER & GOLD LOGO]

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 4, 2000

------------------------

March 24, 2000

<TABLE>
<S> <C>
DATE: Thursday, May 4, 2000

TIME: 1:00 p.m., Eastern Time

PLACE: 1209 Orange Street
Wilmington, Delaware

PURPOSE: - To elect five directors;

- To ratify the appointment of the independent auditors;

- To vote on a stockholder proposal, if presented at the
meeting; and

- To transact such other business as may properly come
before the meeting.

RECORD DATE: Close of business on March 16, 2000.
</TABLE>

Your vote is important. Whether or not you plan to attend the meeting,
please complete, sign and date the enclosed proxy card and return it promptly in
the enclosed envelope. Your cooperation will be appreciated.

By Order of the Board of Directors.

[STEPHEN JONES SIGNATURE]
STEPHEN M. JONES
Senior Vice President, Chief
Financial Officer
and Secretary
<PAGE> 3

INFORMATION ABOUT ATTENDING THE ANNUAL MEETING

If you plan to ATTEND the meeting, please bring the following:

1. Proper identification.

2. Proof of Ownership if your shares are held in "Street Name."

Street Name means your shares are held of record by brokers, banks or other
institutions.

Acceptable Proof of Ownership is (a) a letter from your broker stating that you
owned Freeport-McMoRan Copper & Gold stock on the record date OR (b) an account
statement showing that you owned Freeport-McMoRan Copper & Gold stock on the
record date.

Only stockholders of record on the record date may attend or vote at the annual
meeting.

POST-MEETING REPORT OF THE ANNUAL MEETING

A post-meeting report summarizing the proceedings of the meeting will be
available on our internet web site (www.fcx.com) within 10 days following the
meeting. A copy of the report will be mailed at no charge to any stockholder
requesting it.
<PAGE> 4

FREEPORT-MCMORAN COPPER & GOLD INC.
1615 POYDRAS STREET
NEW ORLEANS, LOUISIANA 70112

The 1999 Annual Report to Stockholders, including financial statements, is
being mailed to stockholders together with these proxy materials on or about
March 24, 2000.

This proxy statement is furnished in connection with a solicitation of
proxies by the board of directors of Freeport-McMoRan Copper & Gold Inc. for use
at our Annual Meeting of Stockholders to be held on May 4, 2000, and at any
adjournments (the meeting).

WHO CAN VOTE

If you held any Company Stock on the record date then you will be entitled
to vote at the meeting. Company Stock refers to the common stock and the
preferred stock described below.

Common Stock Outstanding on Record Date

<TABLE>
<CAPTION>
NO. OF
NAME OF SECURITY SHARES OUTSTANDING
- ---------------- ------------------
<S> <C>
Class A Common Stock 62,300,723
Class B Common Stock 97,701,174
</TABLE>

Preferred Stock Outstanding on Record Date

<TABLE>
<CAPTION>
NO. OF DEPOSITARY
NAME OF SECURITY SHARES OUTSTANDING
- ---------------- ------------------
<S> <C>
Step-Up Convertible Preferred Stock 13,999,600*
Gold-Denominated Preferred Stock 6,000,000*
Gold-Denominated Preferred Stock, Series II 4,305,580*
Silver-Denominated Preferred Stock 4,760,000**
</TABLE>

- ---------------

* Each depositary share represents 0.05 shares of preferred stock

** Each depositary share represents 0.025 shares of preferred stock

VOTING RIGHTS

Each share of Company Stock that you hold entitles you to one vote on all
matters that holders of such stock are entitled to vote. If you hold depositary
shares you may instruct the depositary how to vote the preferred stock
represented by your depositary shares.

Election of Directors. Directors are elected by a plurality of shares
voted, with

- 80% of the board elected by holders of Class B common stock; and

- 20% of the board elected by holders of Class A common stock and
preferred stock, voting together as a single class.

Voting On All Other Matters. On all other matters, holders of Class A
common stock and Class B common stock vote together as a single class.
<PAGE> 5

Inspectors of election will count votes cast at the meeting. Directors are
elected by plurality vote. All other matters are decided by majority vote of our
common stock present at the meeting, except as otherwise provided by statute,
our certificate of incorporation and our by-laws.

Abstentions and broker non-votes will have no effect on the election of
directors. Abstentions as to all other matters to come before the meeting will
be counted as votes against those matters. Broker non-votes as to all other
matters will not be counted as votes for or against and will not be included in
calculating the number of votes necessary for approval of those matters.

QUORUM

A quorum at the meeting is a majority of the Company Stock entitled to
vote, present in person or represented by proxy. The persons whom we appoint to
act as inspectors of election will determine whether a quorum exists. Shares of
Company Stock represented by properly executed and returned proxies will be
treated as present. Shares of Company Stock present at the meeting that abstain
from voting or that are the subject of broker non-votes will be counted as
present for purposes of determining a quorum. A broker non-vote occurs when a
nominee holding Company Stock for a beneficial owner does not vote on a
particular matter because the nominee does not have discretionary voting power
with respect to that item and has not received voting instructions from the
beneficial owner.

HOW YOUR PROXY WILL BE VOTED

The board of directors is soliciting a proxy in the enclosed form to
provide you with an opportunity to vote on all matters scheduled to come before
the meeting, whether or not you attend in person.

Granting Your Proxy. If you properly execute and return a proxy in the
enclosed form, your stock will be voted as you specify. If you make no
specifications, your proxy representing

(1) common stock will be voted:

- in favor of the proposed director nominees,

- for the ratification of the appointment of auditors, and

- against the stockholder proposal; and

(2) preferred stock will be voted in favor of the proposed director
nominee.

We expect no matters to be presented for action at the meeting other than
the items described in this proxy statement. The enclosed proxy will, however,
confer discretionary authority with respect to any other matter that may
properly come before the meeting. The persons named as proxies in the enclosed
proxy intend to vote in accordance with their judgment on any matters that may
properly come before the meeting.

Revoking Your Proxy. If you submit a proxy, you may subsequently revoke it
or submit a revised proxy at any time before it is voted. You may also attend
the meeting in person and vote by ballot, which would cancel any proxy that you
previously submitted.

PROXY SOLICITATION

We will pay all expenses of soliciting proxies for the meeting. In addition
to solicitations by mail, arrangements have been made for brokers and nominees
to send proxy materials to their principals, and we will reimburse them for
their reasonable expenses. We have retained Georgeson Shareholder Communica-

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<PAGE> 6

tions Inc., 17 State Street, New York, New York, to assist with the solicitation
of proxies from brokers and nominees. It is estimated that the fees for
Georgeson's services will be $8,500 plus its reasonable out-of-pocket expenses.
We may also have our representatives, who will receive no compensation for their
services, solicit proxies by telephone, telecopy, personal interview or other
means.

STOCKHOLDER PROPOSALS

If you want us to consider including a proposal in next year's proxy
statement, you must deliver it in writing to the Corporate Secretary,
Freeport-McMoRan Copper & Gold Inc., 1615 Poydras St., New Orleans, Louisiana
70112 by November 24, 2000.

If you want to present a proposal at next year's annual meeting but do not
wish to have it included in our proxy statement, you must submit it in writing
to the Corporate Secretary, at the above address, by January 11, 2001 in
accordance with the specific procedural requirements in our by-laws. If you
would like a copy of these procedures, please contact the Corporate Secretary.
Failure to comply with our by-law procedures and deadlines may preclude
presentation of the matter at the meeting.

CORPORATE GOVERNANCE

The board of directors, which held five meetings during 1999, has primary
responsibility for directing the management of our business and affairs. The
board currently consists of fifteen members. To provide for effective direction
and management of our business, the board has established an audit committee, a
corporate personnel committee, a nominating committee and a public policy
committee.

<TABLE>
<CAPTION>
AUDIT MEETINGS
COMMITTEE MEMBERS FUNCTIONS OF THE COMMITTEE IN 1999
- ----------------------------- -------------------------- --------
<S> <C> <C>
Robert A. Day, Chairman - reviews our financial statements 3
Robert W. Bruce III - exercises general oversight of the integrity and
Gerald J. Ford reliability of our accounting and financial
H. Devon Graham, Jr. reporting practices and the effectiveness of our
Oscar Y. L. Groeneveld system of internal controls
J. Bennett Johnston - exercises general oversight of the activities of
Henry A. Kissinger our independent auditors, principal financial and
B. M. Rankin, Jr. accounting officers, internal auditors and
related matters
</TABLE>

<TABLE>
<CAPTION>
CORPORATE PERSONNEL MEETINGS
COMMITTEE MEMBERS FUNCTIONS OF THE COMMITTEE IN 1999
- ----------------------------- -------------------------- --------
<S> <C> <C>
Robert W. Bruce III, Chairman - please refer to the Corporate Personnel Committee 3
Gerald J. Ford Report on Executive Compensation
H. Devon Graham, Jr.
Bobby Lee Lackey
J. Taylor Wharton
</TABLE>

3
<PAGE> 7

<TABLE>
<CAPTION>
NOMINATING MEETINGS
COMMITTEE MEMBERS FUNCTIONS OF THE COMMITTEE IN 1999
- --------------------------- -------------------------- --------
<S> <C> <C>

B. M. Rankin, Jr., Chairman - makes recommendations to the board concerning the 2
R. Leigh Clifford structure of the board, corporate governance and
Robert A. Day proposed new members of the board
James R. Moffett - nominates individuals to stand for election as
directors
- considers recommendations by our stockholders of
potential nominees for election as directors
</TABLE>

<TABLE>
<CAPTION>
PUBLIC POLICY MEETINGS
COMMITTEE MEMBERS FUNCTIONS OF THE COMMITTEE IN 1999
- --------------------------- -------------------------- --------
<S> <C> <C>
J. Taylor Wharton, Chairman - oversees governmental and community relationships 3
R. Leigh Clifford and information programs
Oscar Y. L. Groeneveld - oversees various compliance programs and equal
J. Bennett Johnston employment policies and practices
Bobby Lee Lackey - oversees our charitable and philanthropic
Rene L. Latiolais contributions
Gabrielle K. McDonald - makes recommendations to the board regarding
these policies and programs
</TABLE>

During 1999 each of our directors, except Mr. Groeneveld who joined the
board on August 3, 1999, attended at least 75% of the aggregate number of
meetings held of the board and board committees on which he or she served.

ELECTION OF DIRECTORS

The board of directors has fixed the number of directors at fifteen, three
of whom are elected by the holders of our Class A common stock and preferred
stock (Class A Directors) and twelve of whom are elected by the holders of our
Class B common stock (Class B Directors). In addition, the board consists of
three classes, each of which serves for three years, with one class being
elected each year.

Pursuant to an agreement (Rio Tinto Agreement) among the company, Rio Tinto
plc (Rio Tinto), a worldwide mining and smelting company, and certain of Rio
Tinto's affiliates (Rio Tinto Affiliates), Rio Tinto has the right to submit for
nomination for election by our stockholders the percentage of directors, rounded
to the nearest whole number, that is proportionately equal to the Rio Tinto
Affiliates' aggregate percentage ownership of all outstanding common stock. The
Rio Tinto Affiliates may nominate directors either as Class A Directors or Class
B Directors, but the percentage of Class B Directors nominated, if any, cannot
exceed the percentage of the total number of Class B common stock outstanding
that the Rio Tinto Affiliates own. As of the record date, Rio Tinto Indonesia
Limited, a Rio Tinto Affiliate, owned 23,931,100 shares of Class A common stock,
or 15% of our common stock outstanding. In the Rio Tinto Agreement, we agreed to
include Rio Tinto's nominees with the directors nominated by the board and to
refrain from taking any action that may hinder the election of Rio Tinto's
nominees. Messrs. Clifford and Groeneveld are the directors selected by Rio
Tinto and both serve as Class A Directors.

4
<PAGE> 8

This table shows the members of the different classes of the board and the
expiration of their terms.

<TABLE>
<CAPTION>
CLASS EXPIRATION OF TERM CLASS MEMBERS
----- ------------------ -------------
<S> <C> <C> <C>
Class I 2002 Annual Meeting of Stockholders Class A:
H. Devon Graham, Jr.
Class B:
Robert W. Bruce III
Robert A. Day
Bobby Lee Lackey
Gabrielle K. McDonald
George A. Mealey
Class II 2000 Annual Meeting of Stockholders Class A:
Oscar Y. L. Groeneveld
Class B:
Gerald J. Ford
J. Bennett Johnston
Henry A. Kissinger
Rene L. Latiolais
Class III 2001 Annual Meeting of Stockholders Class A:
R. Leigh Clifford
Class B:
James R. Moffett
B.M. Rankin, Jr.
J. Taylor Wharton
</TABLE>

The board has nominated each of the Class II directors named above for an
additional three-year term. The persons named as proxies in the enclosed form of
proxy intend to vote your proxy for the re-election of the Class II directors,
unless otherwise directed. If, contrary to our expectations, a nominee should
become unavailable for any reason, votes may be cast pursuant to the
accompanying form of proxy for a substitute nominee designated by the board.

5
<PAGE> 9

INFORMATION ABOUT NOMINEES AND DIRECTORS

This table provides certain information as of February 4, 2000 with respect
to each director nominee and each other director. Unless otherwise indicated,
each person has been engaged in the principal occupation shown for the past five
years.

<TABLE>
<CAPTION>
YEAR FIRST
NAME OF NOMINEE PRINCIPAL OCCUPATIONS, OTHER DIRECTORSHIPS ELECTED A
OR DIRECTOR AGE AND POSITIONS WITH THE COMPANY DIRECTOR
--------------- --- ------------------------------------------------------ ----------
<S> <C> <C> <C>
Robert W. Bruce III 55 President, The Robert Bruce Management Co., Inc., 1995
investment managers.
R. Leigh Clifford 52 From April 1, 2000, Director and Chief Executive of 2000
Rio Tinto plc and Rio Tinto Limited, worldwide
mining and smelting. Chief Executive of Rio Tinto
Energy Group until March 2000.
Robert A. Day 56 Chairman of the Board of Trust Company of the West, an 1995
investment management company. Chairman and
President of W.M. Keck Foundation, a national
philanthropic organization. Director of Fisher
Scientific International Inc. and McMoRan
Exploration Co.
Gerald J. Ford 55 Director, Chairman of the Board and Chief Executive 2000
Officer of California Federal Bank, A Federal
Savings Bank and its predecessors since 1988.
Director, Chairman of the Board and Chief Executive
Officer of Golden State Bancorp Inc., a bank holding
company, and its affiliates Golden State Holdings
Inc. and California Federal Preferred Capital
Corporation. Director, Chairman of the Board and
Chief Executive Officer of Liberte Investors Inc.
Director and Chairman of the Board of First
Nationwide Mortgage Corporation. Director of McMoRan
Exploration Co.
H. Devon Graham, Jr. 65 President of R.E. Smith Interests, an asset management 2000
company. United States Regional Manager Partner --
Southwest of Arthur Andersen LLP from 1985 until
1997. Director of McMoRan Exploration Co.
Oscar Y. L. Groeneveld 46 Chief Executive Copper of Rio Tinto plc and Rio Tinto 1999
Limited. Head of Technology of Rio Tinto plc until
1999. Group Mining Executive of Rio Tinto until
1997. Managing Director of Kempla Coke & Coal Ltd.,
a mining company, until 1996. Managing Director of
Novacoal Australia Ltd., a mining company, until
1995. Commissioner of PT Freeport Indonesia Company
(PT Freeport Indonesia), our principal operating
subsidiary, since 1999.
J. Bennett Johnston 67 Chairman of Johnston & Associates, LLC, a legal and 1997
business consulting firm. Chairman of Johnston
Development Co. LLC, a project development firm.
United States Senator until 1997. Director of
Chevron Corp. and Columbia Energy Group Inc.
</TABLE>

6
<PAGE> 10

<TABLE>
<CAPTION>
YEAR FIRST
NAME OF NOMINEE PRINCIPAL OCCUPATIONS, OTHER DIRECTORSHIPS ELECTED A
OR DIRECTOR AGE AND POSITIONS WITH THE COMPANY DIRECTOR
--------------- --- ------------------------------------------------------ ----------
<S> <C> <C> <C>
Henry A. Kissinger 76 Chairman of the Board and Chief Executive Officer of 1995
Kissinger Associates, Inc., international
consultants and consultants to the Company. Director
of Hollinger International Inc.
Bobby Lee Lackey 62 President and Chief Executive Officer of 1995
McManus-Wyatt-Hidalgo Produce Marketing Co., shipper
of fruits and vegetables.
Rene L. Latiolais 57 Vice Chairman of the Board of the Company. 1993
Commissioner of PT Freeport Indonesia. Vice Chairman
of the Board of McMoRan Exploration Co., a company
engaged in oil and gas exploration and production
and sulphur transportation and mining. Co-Chairman
of the Board of Freeport-McMoRan Sulphur Inc. (FSC),
a sulphur mining and transportation company, until
1998. President and Chief Executive Officer of
Freeport-McMoRan Inc. (FTX), a natural resources
company, until 1997. President and Chief Operating
Officer of FTX until 1995.
Gabrielle K. McDonald 57 Special Counsel on Human Rights to the Chairman of the 1995
Board of the Company. Judge, International Criminal
Tribunal for the Former Yugoslavia from 1993 until
November 1999. Director of Golden State Bancorp
Inc., California Federal Bank, A Federal Savings
Bank, and McMoRan Exploration Co.
George A. Mealey 66 Vice President Commissioner of PT Freeport Indonesia. 1988
President and Chief Operating Officer of the Company
and Executive Vice President of FTX until 1996.
James R. Moffett 61 Chairman of the Board and Chief Executive Officer of 1992
the Company. President Commissioner of PT Freeport
Indonesia. Co-Chairman of the Board of McMoRan
Exploration Co. Co-Chairman of the Board of FSC and
of McMoRan Oil & Gas Co., an oil and gas exploration
and production company, until 1998. Chairman of the
Board of FTX until 1997.
B. M. Rankin, Jr. 70 Private investor. Director of McMoRan Exploration Co., 1995
Golden State Bancorp Inc. and California Federal
Bank, A Federal Savings Bank.
J. Taylor Wharton 61 Special Assistant to the President for Patient 1995
Affairs, Professor Gynecologic Oncology, The
University of Texas M.D. Anderson Cancer Center.
Director of McMoRan Exploration Co.
</TABLE>

DIRECTOR COMPENSATION

Cash Compensation

Each non-officer director receives (a) an annual fee of $25,000 for serving
on the board, (b) a fee of $1,000 for attending each board committee meeting and
(c) an annual fee of $2,000 for each board committee of which a director is the
chairperson. Each director receives a fee of $1,000 for attendance at each board

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<PAGE> 11

meeting and reimbursement for reasonable out-of-pocket expenses incurred in
attending board and committee meetings.

Retirement Plan for Non-Officer Directors

We have a retirement plan for the benefit of non-officer directors who
reach age sixty-five. Under the retirement plan, an eligible director will be
entitled to an annual benefit equal to a percentage of the standard portion of
the annual directors' fee at the time of his or her retirement. The percentage,
which is at least 50% but not greater than 100%, will depend on the number of
years the retiree served as a non-officer director for us or our predecessors.
The benefit is payable from the date of retirement until the retiree's death.
Each eligible director who was also a director of FTX, our former parent, and
who did not retire from the FTX board of directors, will receive upon retirement
from our board, an additional annual benefit of $20,000, which is also payable
from the date of retirement until the retiree's death.

Stock Option Plan for Non-Employee Directors

Each non-employee and non-officer director is eligible for the grant of
options under our 1995 Stock Option Plan for Non-Employee Directors. On August 1
of each year through 2004, each eligible director is granted a non-qualified
option to purchase 10,000 shares of Class B common stock at 100% of the fair
market value of the shares on the date of grant. Each option granted under this
plan expires ten years after the date of grant. Under this plan, each time a
director exercises an option we make a cash payment to the director calculated
pursuant to a formula that is intended to compensate the director fully for any
federal income tax liabilities incurred as a result of the option exercise and
receipt of such payment. In accordance with this plan, on August 1, 1999, each
non-employee director was granted an option to purchase 10,000 shares of Class B
common stock at an exercise price of $17.3125.

MATCHING GIFTS PROGRAM

The Freeport-McMoRan Foundation (the Foundation) administers a matching
gifts program in which we participate. The program is available to our
directors, officers, employees, full-time consultants and retirees. Under the
program, the Foundation will match gifts made by a participant to eligible
institutions, including educational institutions, educational associations,
educational funds, cultural institutions, social service community
organizations, hospital organizations and environmental organizations. The
Foundation provides the gifts directly to the institution. The Foundation double
matches gifts by a director not in excess of $1,000 and gifts by any other
participant not in excess of $500. The annual amount of our matching gifts for
any director may not exceed $40,000, and generally for any other participant may
not exceed $20,000. The matching gifts made by the Foundation on our behalf in
1999 for each of the participating directors were as follows: $19,000 for Mr.
Bruce; $30,000 for Mr. Kissinger; $7,625 for Mr. Lackey; $9,400 for Mr.
Latiolais; $35,229 for Mr. Mealey; $40,000 for Mr. Moffett; $22,670 for Mr.
Rankin; and $10,500 for Mr. Wharton.

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<PAGE> 12

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

This table shows the amount of common stock each director and named officer
owned on February 4, 2000. The directors and executive officers as a group
beneficially owned approximately 40.7% of the Class A common stock and 8.1% of
the Class B common stock. Unless otherwise indicated, the persons shown below do
not beneficially own any of our preferred stock. Unless otherwise indicated, all
shares shown are held with sole voting and investment power and include, if
applicable, shares held in our Employee Capital Accumulation Program.

<TABLE>
<CAPTION>
TOTAL NUMBER OF NUMBER OF SHARES OF NUMBER OF SHARES OF TOTAL NUMBER
SHARES OF CLASS A CLASS B COMMON CLASS B COMMON OF SHARES OF CLASS B
NAME OF COMMON STOCK STOCK NOT STOCK SUBJECT TO COMMON STOCK
BENEFICIAL OWNER (1) BENEFICIALLY OWNED SUBJECT TO OPTIONS EXERCISABLE OPTIONS(2) BENEFICIALLY OWNED
- --------------------------- ------------------ ------------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Richard C. Adkerson........ 5,503 118,855 1,373,957 1,492,812
Robert W. Bruce III(3)..... 1,865,000 7,017 69,342 76,359
R. Leigh Clifford(4)....... 23,931,100 0 0 0
Robert A. Day(5)........... 7,992 85,831 69,342 155,173
Gerald J. Ford............. 0 0 0 0
H. Devon Graham, Jr. ...... 0 2,000 0 2,000
Oscar Y. L.
Groeneveld(4)............ 23,931,100 0 0 0
J. Bennett Johnston........ 700 0 7,500 7,500
Stephen M. Jones(6)........ 387 2,218 122,470 124,688
Henry A. Kissinger......... 240 3,368 69,342 72,710
Bobby Lee Lackey........... 60 861 69,342 70,203
Rene L. Latiolais.......... 12,492 147,921 559,579 707,500
Adrianto Machribie......... 0 0 96,299 96,299
John A. Macken(7).......... 3,314 582 92,581 93,163
Gabrielle K. McDonald...... 6 182 39,443 39,625
George A. Mealey........... 16,792 11,156 344,500 355,656
James R. Moffett(8)........ 0 643,966 3,207,169 3,851,135
B. M. Rankin, Jr.(9)....... 90,417 637,890 65,078 702,968
Steven D. Van Nort......... 350 2,510 161,234 163,744
J. Taylor Wharton(10)...... 5,193 38,041 46,869 84,910
Directors and executive
officers as a group
(25 persons)............. 25,948,922 1,712,186 6,758,654 8,470,840
</TABLE>

- ---------------

(1) With the exception of Mr. Adkerson (who beneficially owns 1.5% of the
outstanding Class B common stock), Mr. Bruce (who beneficially owns 2.9% of
the outstanding Class A common stock), Mr. Clifford and Mr. Groeneveld (who
both are deemed to beneficially own 37.6% of the outstanding Class A common
stock held by a Rio Tinto Affiliate) and Mr. Moffett (who beneficially owns
3.8% of the outstanding Class B common stock), each individual holds less
than 1% of the outstanding Class A common stock and Class B common stock.

(2) Class B common stock that could be acquired as of April 4, 2000, upon the
exercise of options granted pursuant to our stock option plans.

(3) Includes 1,864,500 shares of Class A common stock held by a limited
partnership in which Mr. Bruce is a general partner.

(4) The Class A common stock listed is held by a Rio Tinto Affiliate of which
Messrs. Clifford and Groeneveld are both executive officers. Messrs.
Clifford and Groeneveld and the corporation share voting and investment
power with respect to these shares but disclaim beneficial ownership.

(5) Includes 240 shares of Class A common stock and 3,368 shares of Class B
common stock held by accounts and funds managed by affiliates of a
corporation of which Mr. Day, as the chief executive

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<PAGE> 13

officer and a stockholder, shares voting and investment power but as to
which he disclaims beneficial ownership.

(6) Includes 83 shares of Class A common stock that may be acquired upon the
conversion of our Step-Up Convertible Preferred Stock. Mr. Jones also owns
100 depositary shares representing Gold-Denominated Preferred Stock, Series
II and 300 depositary shares representing Silver-Denominated Preferred
Stock.

(7) Includes 534 shares of Class A common stock held by Mr. Macken's spouse as
custodian for Mr. Macken's children.

(8) Includes 624,001 shares of Class B common stock held by a limited liability
company with respect to which Mr. Moffett, as a member, shares voting and
investment power.

(9) Includes (a) 10,020 shares of Class A common stock that may be acquired
upon the conversion of our Step-Up Convertible Preferred Stock and (b)
58,269 shares of Class A common stock and 243,496 shares of Class B common
stock held by a limited partnership in which Mr. Rankin is the sole
shareholder of the sole general partner of this limited partnership.

(10) Includes (a) 3,011 shares of Class A common stock and 23,926 shares of
Class B common stock held by Mr. Wharton's spouse, (b) 160 shares of Class
A common stock held in an IRA for Mr. Wharton's spouse and (c) 332 shares
of Class A common stock and 4,757 shares of Class B common stock held by
Mr. Wharton as custodian for his daughters.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

This table shows owners of more than 5% of the outstanding Class A common
stock or Class B common stock based on filings with the SEC. Unless otherwise
indicated, all information is presented as of December 31, 1999, and all shares
beneficially owned are held with sole voting and investment power.

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
OF CLASS A PERCENT OF CLASS B PERCENT
COMMON STOCK OF COMMON STOCK OF
NAME AND ADDRESS OF PERSON BENEFICIALLY OWNED CLASS BENEFICIALLY OWNED CLASS
- -------------------------- ------------------ ------- ------------------ -------
<S> <C> <C> <C> <C>
The Prudential Insurance Company of
America................................... 10,180,704(1) 15.7% -- --
751 Broad Street
Newark, New Jersey 07102
Putnam Investments, Inc..................... 4,969,972(2) 7.7% -- --
One Post Office Square
Boston, Massachusetts 02109
Rio Tinto Indonesia Limited................. 23,931,100 37.0% --
6 St. James's Square
London SW1Y4LD
England
Capital Research and Management Company..... -- -- 6,403,800(3) 6.5%
333 South Hope Street
Los Angeles, California 90071
Wellington Management Company, LLP.......... -- -- 8,668,805(4) 8.8%
75 State Street
Boston, Massachusetts 02109
</TABLE>

10
<PAGE> 14

- ---------------

(1) Based on the Schedule 13G Amendment No. 2 dated January 31, 2000 filed with
the SEC, The Prudential Insurance Company of America shares voting and
investment power with respect to all shares shown but disclaims beneficial
ownership.

(2) Based on the Schedule 13G dated February 8, 2000 filed with the SEC, Putnam
Investments, Inc. shares voting power with respect to 2,425 shares and
shares investment power with respect to all shares shown but disclaims
beneficial ownership.

(3) Based on the Schedule 13G dated February 10, 2000 filed with the SEC,
Capital Research and Management Company disclaims beneficial ownership.

(4) Based on the Schedule 13G dated February 9, 2000 filed with the SEC,
Wellington Management Company, LLP shares voting and investment power with
respect to all shares shown.

EXECUTIVE OFFICER COMPENSATION

This table shows the compensation paid to our chief executive officer and
each of our five most highly compensated executive officers (with respect to
salary and bonus only) other than the chief executive officer (the named
officers). We paid the compensation of Messrs. Jones, Macken and Van Nort
through an allocation arrangement under a services agreement with a corporation
in which we own 45% of the equity (Services Company). During 1999, Messrs.
Moffett and Adkerson also provided services to and received compensation from
McMoRan Exploration Co. Mr. Jones was elected as an executive officer in 1998.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------- ----------------------------------
AWARDS PAYOUTS
OTHER ----------------------- -------- ALL
ANNUAL RESTRICTED SECURITIES OTHER
NAME AND COMPENSA- STOCK UNDERLYING LTIP COMPENSA-
PRINCIPAL POSITION YEAR SALARY BONUS TION(1) AWARDS(2) OPTIONS PAYOUTS TION(3)
- ------------------------------ ---- ---------- ---------- --------- ---------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James R. Moffett.............. 1999 $1,000,000 $2,750,000 $143,698(4) $ -- 1,800,000 $912,600 $ 84,775
Chairman of the Board 1998 1,000,000 2,750,000 127,669(4) -- 1,750,000 577,530 78,029
and Chief Executive 1997 1,062,500 5,000,000 187,164(4) -- -- 446,109 84,814
Officer
Richard C. Adkerson........... 1999 650,000 343,750(2) 64,596(4) 1,546,875 900,000 380,250 44,162
President and Chief 1998 650,000 1,375,000 64,358(4) -- 875,000 231,012 38,402
Operating Officer 1997 401,562 2,500,000 92,243(4) -- -- 178,444 30,850(5)
Adrianto Machribie............ 1999 437,500(6) 550,000 441,602(7) -- 75,000 91,260 --
President Director 1998 406,250(6) 520,000 455,056(7) -- 65,000 23,097 --
1997 381,250 500,000 320,211(7) -- 65,000 17,841 --
Stephen M. Jones.............. 1999 350,000 500,000 256,796(8) -- 65,000 91,260 86,542(9)
Senior Vice President, 1998 350,000 470,000 217,024(8) -- 50,000 40,423 168,343(9)
Chief Financial Officer and
Secretary
John A. Macken................ 1999 300,000 500,000 7,098 -- 65,000 91,260 15,000
Senior Vice President 1998 300,000 470,000 7,377 -- 50,000 57,753 24,450(10)
1997 231,250 450,000 42,616 -- 50,000 -- 29,379(10)
Steven D. Van Nort............ 1999 300,000 375,000(2) -- 187,500 65,000 66,924 21,250(11)
Senior Vice President 1998 300,000 470,000 -- -- 50,000 40,423 14,950
1997 196,692 400,000 -- -- 10,000 26,766 9,809
</TABLE>

11
<PAGE> 15

- ---------------

(1) In addition to items disclosed in notes 4, 7 and 8 below, includes our
payment of taxes in connection with certain benefits we provided to the
named officers as follows:

<TABLE>
<CAPTION>
NAME YEAR AMOUNT
- ---- ---- --------
<S> <C> <C>
Mr. Moffett................................................ 1999 $ 46,776
1998 32,329
1997 44,909
Mr. Adkerson............................................... 1999 19,871
1998 17,900
1997 30,568
Mr. Machribie.............................................. 1999 79,818
1998 79,920
1997 --
Mr. Jones.................................................. 1999 195,532
1998 69,945
Mr. Macken................................................. 1999 7,098
1998 7,377
1997 42,616
</TABLE>

Does not include perquisites that we provided to each named officer unless
the aggregate amount in any year exceeded $50,000.

(2) In December, 1999, we adopted a restricted stock program. This program
provides certain executives with the opportunity to receive a grant of
restricted stock units (RSU) in lieu of all or part of their cash bonus for
a given year. The RSUs will ratably convert into shares of Class A common
stock over a three-year period on each grant date anniversary. The RSUs are
awarded at a premium in order to compensate for risk. Dividends will not be
paid on the RSUs. In 1999, Messrs. Adkerson and Van Nort each elected to
participate in the program as follows:

<TABLE>
<CAPTION>
12/31/99
MARKET GRANT DATE
NAME RSUS VALUE* MARKET VALUE*
- ---- ------ -------- -------------
<S> <C> <C> <C>
Mr. Adkerson................................. 96,680 N/A $1,546,875
Mr. Van Nort................................. 11,719 N/A 187,500
</TABLE>

- ---------------

* RSUs were granted in February 2000 for 1999 bonus amounts.

12
<PAGE> 16

(3) In addition to items disclosed in notes 5, 9, 10 and 11 below, includes our
contributions to defined contribution plans, our premium payments for
universal life insurance policies and director fees as follows:

<TABLE>
<CAPTION>
PLAN LIFE INSURANCE DIRECTOR
NAME YEAR CONTRIBUTIONS PREMIUMS FEES
- ---- ---- ------------- -------------- --------
<S> <C> <C> <C> <C>
Mr. Moffett......................... 1999 $50,000 $29,775 $5,000
1998 48,183 23,846 6,000
1997 53,477 25,337 6,000
Mr. Adkerson........................ 1999 32,375 11,787 --
1998 31,164 7,238 --
1997 20,077 4,192 --
Mr. Jones........................... 1999 17,500 -- --
1998 17,500 -- --
Mr. Macken.......................... 1999 15,000 -- --
1998 14,950 -- --
1997 10,479 -- --
Mr. Van Nort........................ 1999 15,000 -- --
1998 14,950 -- --
1997 9,809 -- --
</TABLE>

(4) Includes the following perquisites that we provided to Mr. Moffett and Mr.
Adkerson: (a) matching gifts under the matching gifts program, (b) payments
for financial counseling and tax return preparation and certification
services, (c) use of our aircraft and (d) use of other company facilities.

<TABLE>
<CAPTION>
FINANCIAL OTHER
MATCHING GIFT COUNSELING AIRCRAFT FACILITIES
NAME YEAR PAYMENTS FEES USAGE USAGE TOTAL
- ---- ---- ------------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Mr. Moffett....................... 1999 $40,000 $16,000 $ -- $40,922 $ 96,922
1998 38,370 16,000 -- 40,970 95,340
1997 40,000 16,150 86,105 -- 142,255
Mr. Adkerson...................... 1999 $40,000 4,725 -- -- 44,725
1998 40,000 6,458 -- -- 46,458
1997 40,000 21,675 -- -- 61,675
</TABLE>

(5) Includes $6,581 for a scholarship that we provided in 1997 for the benefit
of Mr. Adkerson's child.

(6) The difference in salary between 1998 and 1999 is due to the timing of a
payment required under Indonesian law that is considered part of base pay.

(7) Includes $361,784, $375,136 and $320,211 of perquisites that we provided to
Mr. Machribie in 1999, 1998 and 1997, respectively, consisting of (a)
$40,000, $40,000 and $53,333 of principal payments of non-interest bearing
loans to Mr. Machribie from us that were forgiven in each of 1999, 1998 and
1997, (b) $8,930, $12,250 and $13,653 of imputed interest in 1999, 1998 and
1997 on these loans, (c) $306,451, $317,702 and $230,948 for use of a
company owned residence in Indonesia in 1999, 1998 and 1997 and (d) $6,403,
$5,184 and $22,277 for other perquisites in 1999, 1998 and 1997.

(8) Includes $61,264 and $147,079 of perquisites that we provided to Mr. Jones
in 1999 and 1998, respectively, consisting of (a) $34,108 and $30,155 of
annual leave allowance in 1999 and 1998, (b) $16,256 matching gift under
the matching gifts program in 1999, (c) $100,130 housing allowance

13
<PAGE> 17

while Mr. Jones was located in Indonesia in 1998, and (d) $10,900 and
$16,794 for other perquisites in 1999 and 1998.

(9) The 1999 amount includes $69,042 of relocation expenses that we provided to
Mr. Jones upon his return from our location in Indonesia. The 1998 amount
includes $150,843 of other compensation that we provided to Mr. Jones while
he was located in Indonesia consisting of (a) an overseas completion bonus
of $72,917, (b) an overseas premium of $28,382, (c) cost of living
adjustment of $22,668 and (d) an educational allowance of $26,876 for Mr.
Jones' children.

(10) Includes $9,500 and $18,900 for scholarships that we provided in 1998 and
1997, respectively, for the benefit of Mr. Macken's children.

(11) Includes $6,250 for a scholarship that we provided in 1999 for the benefit
of Mr. Van Nort's child.

-------

This table shows all stock options that we granted to each of the named
officers in 1999. Please refer to the Corporate Personnel Committee Report on
Executive Compensation for more information.

OPTION GRANTS IN 1999

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE OR EXPIRATION GRANT DATE
NAME GRANTED(1) 1999 BASE PRICE DATE PRESENT VALUE
- ---- ---------- ------------ ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
James R. Moffett............... 1,300,000(2) 32.78% $ 9.9375 Feb 2, 2009 $6,565,000(3)
500,000(2) 12.61% 16.9375 May 6, 2009 4,575,000(4)
Richard C. Adkerson............ 650,000(2) 16.39% 9.9375 Feb 2, 2009 3,282,500(3)
250,000(2) 6.30% 16.9375 May 6, 2009 2,287,500(4)
Adrianto Machribie............. 75,000 1.89% 9.9375 Feb 2, 2009 378,750(3)
Stephen M. Jones............... 65,000 1.64% 9.9375 Feb 2, 2009 328,250(3)
John A. Macken................. 65,000 1.64% 9.9375 Feb 2, 2009 328,250(3)
Steven D. Van Nort............. 65,000 1.64% 9.9375 Feb 2, 2009 328,250(3)
</TABLE>

- ---------------

(1) The stock options will become exercisable over a four-year period. The stock
options will become immediately exercisable in their entirety if (a) any
person or group of persons acquires beneficial ownership of shares
representing 20% or more of the company's total voting power or (b) under
certain circumstances, the composition of the board of directors is changed
after a tender offer, exchange offer, merger, consolidation, sale of assets
or contested election or any combination thereof. In addition, each stock
option has an equal number of tandem "limited rights," which may be
exercisable only for a limited period in the event of a tender offer,
exchange offer, a series of purchases or other acquisitions or any
combination thereof resulting in a person or group of persons becoming a
beneficial owner of shares representing 40% or more of the company's total
voting power. Each limited right entitles the holder to receive cash equal
to the amount by which the highest price paid in such transaction exceeds
the exercise price.

(2) The corporate personnel committee granted these stock option awards to
Messrs. Moffett and Adkerson as part of its plan to award to them grants
every three years. Please refer to "Stock Options and Long-Term Incentives"
in the Corporate Personnel Committee Report on Executive Compensation for
more information.
14
<PAGE> 18

(3) The Black-Scholes option pricing model was used to determine the grant date
present value of the stock options that we granted to the listed officers.
The grant date present value was calculated to be $5.05 per option. The
following facts and assumptions were used in making this calculation: (a) an
exercise price for each option as set forth under the column labeled
"Exercise or Base Price"; (b) a fair market value of $9.9375 for one Class B
common stock on the grant date; (c) no dividend; (d) a term of 7 years based
on an analysis of the average historical term for such stock options; (e) a
stock volatility of 40.5%, based on an analysis of weekly closing prices of
Class B common stock over a 180-week period; and (f) an assumed risk-free
interest rate of 4.92%, this rate being equivalent to the yield on the grant
date on a zero-coupon U.S. treasury note with a maturity date comparable to
the expected term of the options. No other discounts or restrictions related
to vesting or the likelihood of vesting of the options were applied.

(4) The Black-Scholes option pricing model was used to determine the grant date
present value of the stock options that we granted to the listed officers.
The grant date present value was calculated to be $9.15 per option. The
following facts and assumptions were used in making this calculation: (a) an
exercise price for each option as set forth under the column labeled
"Exercise or Base Price"; (b) a fair market value of $16.9375 for one Class
B common stock on the grant date; (c) no dividend; (d) a term of 7 years
based on an analysis of the average historical term for such stock options;
(e) a stock volatility of 43.4%, based on an analysis of weekly closing
prices of Class B common stock over a 193-week period; and (f) an assumed
risk-free interest rate of 5.53%, this rate being equivalent to the yield on
the grant date on a zero-coupon U.S. treasury note with a maturity date
comparable to the expected term of the options. No other discounts or
restrictions related to vesting or the likelihood of vesting of the options
were applied.

-------

This table shows all outstanding Company Stock options held by each of the
named officers as of December 31, 1999. None of the named officers exercised
stock options in 1999.

OPTIONS AT DECEMBER 31, 1999

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1999 DECEMBER 31, 1999
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------- -------------------------
<S> <C> <C>
James R. Moffett........................ 2,882,169/2,172,000 $4,352,978/$16,633,000
Richard C. Adkerson..................... 1,211,457/1,000,000 2,106,025/ 8,318,750
Adrianto Machribie...................... 61,299/ 157,625 120,572/ 1,155,750
Stephen M. Jones........................ 93,720/ 64,375 135,237/ 243,750
John A. Macken.......................... 63,831/ 129,375 109,788/ 970,775
Steven D. Van Nort...................... 132,484/ 108,750 225,264/ 970,775
</TABLE>

-------

15
<PAGE> 19

This table shows all long-term incentive plan awards that we made in 1999
to each of the named officers.

LONG-TERM INCENTIVE PLANS -- AWARDS IN 1999

<TABLE>
<CAPTION>
ESTIMATED
PERFORMANCE FUTURE
NUMBER OF OR OTHER PAYOUTS UNDER
SHARES, UNITS PERIOD UNTIL NON-STOCK
OR MATURATION PRICE-BASED
NAME OTHER RIGHTS(1) OR PAYOUT PLANS(2)
- ---- --------------- ------------ -------------
<S> <C> <C> <C>
James R. Moffett............................. 180,000 12/31/02 $813,600
Richard C. Adkerson.......................... 135,000 12/31/02 610,200
Adrianto Machribie........................... 45,000 12/31/02 203,400
Stephen M. Jones............................. 40,000 12/31/02 180,800
John A. Macken............................... 40,000 12/31/02 180,800
Steven D. Van Nort........................... 40,000 12/31/02 180,800
</TABLE>

- ---------------

(1) Represents the number of performance units covered by performance awards we
granted in 1999 under the 1995 Long-Term Performance Incentive Plan
(Long-Term Plan). As of December 31 of each year, each named officer's
performance award account will be credited with an amount equal to the
"annual earnings per share" or "net loss per share" (as defined in the
Long-Term Plan) for that year multiplied by the number of performance units
then credited to such performance award account. Annual earnings per share
or net loss per share includes the net income or net loss of each of our
majority-owned subsidiaries that are attributable to equity interests that
we do not own. The corporate personnel committee may, however, in the
exercise of its discretion, prior to crediting the named officers'
performance award accounts with respect to a particular year, reduce or
eliminate the amount of the annual earnings per share that otherwise would
be credited to any performance award account for the year. The balance in
the performance award account is generally paid as soon as practicable after
December 31 of the year in which the third anniversary of the award occurs.

(2) The amounts represent the annual earnings per share for 1999, as determined
by the corporate personnel committee, applied over a four-year period.

-------

Retirement Benefit Programs

Under our retirement benefit program and that of the Services Company, each
participant, including each of the named officers other than Mr. Machribie who
participates in PT Freeport Indonesia's retirement plan described below, is
entitled to benefits based upon the sum of his starting account balance, annual
benefit credits and annual interest credits allocated to his "account." The
starting account balance is equal to the value of the participant's accrued
benefit as of June 30, 1996, under the prior plan. The annual benefit credit
consists of two parts: (1) 4% of the participant's earnings for the year in
excess of the social security wage base for the year; and (2) a percentage of
the participant's total earnings for the year. The percentage of total earnings
is determined as follows:

- 15%, if as of January 1, 1997, the participant's age plus service
totaled 65 or more, he was at least 50 years old and had at least 10
years of service;

- 10%, if as of January 1, 1997, the participant's age plus service
totaled 55 or more, he had at least 10 years of service, and he did not
meet the requirements for a 15% allocation;

16
<PAGE> 20

- 7%, if as of January 1, 1997, the participant's age plus service totaled
45 or more, he had at least 5 years of service, and he did not meet the
requirements for a greater allocation;

- 4%, if the participant did not meet the requirements for a greater
allocation.

The annual interest credit is equal to the account balance at the end of
the prior year multiplied by the annual yield on 10-year U.S. Treasury
securities on the last day of the preceding year. The interest credit was 4.65%
for 1999. Interest credits stop at the end of the year in which the participant
reaches age 60. Upon retirement, a participant's account balance is payable
either in a lump sum or an annuity, as selected by the participant. A
participant's "earnings" are comprised of annual base salary (see "Salary" in
the Summary Compensation Table above), plus 50% of certain bonuses (See "Bonus"
in the Summary Compensation Table above). Years of service include not only
years with us or the Services Company but also any years with our predecessors.

Benefits payable to a participant under our and the Services Company's
retirement benefit programs are no longer determined primarily by the
individual's final average compensation and years of service. However, if a
participant's age plus service equaled 65 or more as of January 1, 1997, and as
of that date the participant had both attained age 50 and had at least 10 years
of service, the participant is "grandfathered" into a benefit of no less than
the benefit under the former retirement benefit formula based on years of
service and final average earnings.

The following is the estimated annual retirement benefit, payable as an
annuity for life, of each of the named officers, other than Mr. Machribie,
assuming retirement at age 65, and allowing for reasonable annual increases in
earnings until retirement: Mr. Moffett, $611,574; Mr. Adkerson, $451,836; Mr.
Jones, $275,799; Mr. Macken, $281,409; and Mr. Van Nort, $72,448.

Under PT Freeport Indonesia's retirement plan, each participant, including
Mr. Machribie, is entitled to benefits based upon the participant's years of
service and monthly base salary at the time of retirement. All benefits under
the retirement plan are payable in rupiah, Indonesia's currency. A participant's
retirement benefit is calculated by multiplying 1.5 by the participant's years
of service by the participant's monthly base salary at the time of retirement.
Mr. Machribie's estimated annual retirement benefit, payable as an annuity for
life, assuming retirement at age 65, and allowing for reasonable annual
increases in earnings until retirement is $60,983 (payable in rupiah, translated
at an exchange rate of 7,370 rupiah per U.S. $1.00).

CORPORATE PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The corporate personnel committee, which is composed of five independent
directors, determines the compensation of our executive officers and administers
our annual incentive, long-term incentive, and stock option plans. The
committee's executive compensation philosophy is to:

- Emphasize performance-based compensation that balances rewards for both
short- and long-term results;

- Tie compensation to the interests of stockholders; and

- Provide a competitive level of total compensation that will attract and
retain talented executives.

A primary goal of the committee is to position us to attract and retain the
highest level of executive talent. To accomplish this goal, the committee
targets our executive compensation levels in the top quartile of comparable
companies. These comparable companies include the North American mining
companies

17
<PAGE> 21

included in the Dow Jones Other Non-Ferrous Metals Index and the Dow Jones
Precious Metals Index. It also includes other companies whose operational,
corporate financing, and other activities are considered comparable to those
activities in which we engaged in recent years under the management of our
executive officers. The committee did not conduct an in-depth analysis of the
compensation practices of comparable companies in 1999, but has engaged an
independent executive compensation consultant to conduct this analysis in the
past.

Overview of 1999 Compensation

Executive officer compensation for 1999 included base salaries, annual
incentive awards, long-term incentive awards, stock options, and, in some cases,
restricted stock units. In 1998, we substantially revised our compensation
arrangements with James R. Moffett, Chairman of the Board and Chief Executive
Officer, and Richard C. Adkerson, President and Chief Operating Officer. As part
of our program to conserve cash, Messrs. Moffett and Adkerson agreed to cap
their annual cash incentive awards for the next five years at $2.75 million for
Mr. Moffett and $1.375 million for Mr. Adkerson. In comparison, in 1997 Mr.
Moffett received $5.0 million and Mr. Adkerson $2.5 million. In return, we
granted to Mr. Moffett immediately exercisable options to purchase 1.75 million
shares of Class B common stock and granted to Mr. Adkerson immediately
exercisable options to purchase 875,000 shares of Class B common stock. These
options have an eight-year term. The substitution of cash compensation with
stock options was intended to further align the interests of these officers with
the interests of stockholders.

Base Salaries

We established the base salaries of the executive officers at appropriate
levels after consideration of each executive officer's responsibilities and
market salaries for similarly situated executive officers in comparable
organizations. In order to place more emphasis on performance-based
compensation, we did not increase base salaries of any executive officers in
1999.

Annual Incentive Awards

We provide annual cash incentives to executive officers through our annual
incentive plan and performance incentive awards program. Awards paid under these
plans in 1999 were based on a return on investment threshold, the level of cash
flow from operations, and operational and strategic accomplishments during 1999,
including accomplishments in the areas of exploration, production, management,
and strategic planning.

Annual Incentive Plan. The annual incentive plan is designed to provide
performance-based awards to those executive officers whose performance can have
a significant impact on our profitability and future growth. The chief executive
officer and seven other executive officers participated in the annual incentive
plan for 1999. At the beginning of 1999, each participant was assigned a
percentage share of the aggregate award pool for 1999 based on that person's
position and level of responsibility. Under the terms of the annual incentive
plan, no awards will be made for any year if the five-year average return on
investment (generally, consolidated net income divided by consolidated
stockholders' equity and long-term debt, including the minority interests' share
of subsidiaries' income and stockholders' equity) is less than 6%. During the
five-year period ending in 1999, the average return on investment was 12%. When
determining the aggregate awards granted under the annual incentive plan for
1999, the committee considered as a guideline 2.5% of net cash flow from
operations in 1999, which is the maximum amount that may be awarded under the
annual incentive plan to executive officers whose compensation is subject to the
limitation on deductible compensation imposed by Section 162(m) of the Internal
Revenue Code.
18
<PAGE> 22

After reviewing the performance factors and accomplishments described
above, the committee concluded that our performance had exceeded expectations
and approved an incentive pool of approximately 1.25% of net operating cash
flow. As explained above, the individual cash awards paid to Messrs. Moffett and
Adkerson under the annual incentive plan were capped. Without the caps, Mr.
Moffett's award would have been $6.9 million and Mr. Adkerson's award would have
been $3.45 million, and the aggregate awards would have been approximately 2.35%
of net operating cash flow.

Performance Incentive Awards Program. Our performance incentive awards
program is designed to provide performance-based annual cash awards to certain
executive officers and managers who do not participate in the annual incentive
plan. In 1999, each participant in the performance incentive awards program was
assigned a target award based upon level of responsibility. After a review of
the performance measures and accomplishments described above, the committee
established an award pool for 1999 that totaled 1.1% of net operating cash flow.
Individual performance is an important factor considered in determining the
actual awards paid under the performance incentive awards program.

Restricted Stock Unit Plan

As part of our efforts to conserve cash and to further align the interests
of the executives with those of the stockholders, in 1999 the committee approved
a program that allowed certain executive officers and managers the opportunity
to receive a grant of restricted stock units in lieu of all or part of their
cash bonus for a given year. The restricted stock units will vest ratably over a
three-year period. To compensate for the restrictions and risk of forfeiture,
the restricted stock units were awarded at a 50% premium to market value on the
grant date. The program was not intended to increase the overall compensation of
the executive officers and managers. Compensation Resource Group, an independent
executive consulting firm, reviewed the program and concluded that its design
was appropriate and in line with other similarly situated companies.

Stock Options and Long-Term Incentives

Stock option and long-term incentive award guidelines are intended to
provide a significant potential value to reinforce the importance of stockholder
value creation. The committee encourages executive officers to accumulate
significant equity ownership in our company by granting stock options. The
committee believes that larger, multi-year stock option awards rather than
smaller, annual awards provide a more powerful incentive to senior executive
officers to achieve sustained growth in stockholder value over the long term. In
general, the committee grants Messrs. Moffett and Adkerson stock option awards
every three years and the last grant to them under this philosophy was in 1996.
In 1997 and 1998 Messrs. Moffett and Adkerson did not receive any stock option
awards other than in 1998 relating to their agreement to cap their salaries, as
described earlier. In keeping with the committee philosophy, the committee
granted to them stock option awards in 1999 on two separate dates under two
separate plans. We did not have sufficient authorized shares under our 1995
stock option plan for the committee to do a single grant in February so the
committee granted the additional options in May after the stockholders approved
our 1999 stock incentive plan.

In 1999, the other executive officers received stock options based on
guidelines that relate to the position of each participating executive officer.
The exercise price of each stock option is equal to the fair market value of a
share of Class B common stock on the grant date.

The committee also compensates executive officers with annual grants of
performance units. Performance units are designed to link a portion of executive
compensation to cumulative earnings per share, because we believe that sustained
profit performance will help support increases in stockholder value. Each
outstanding

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<PAGE> 23

performance unit is annually credited with an amount equal to the annual
earnings per share, as defined in the plan, for a four-year period. These
credits are paid in cash after the end of the four-year period.

Section 162(m)

Section 162(m) limits to $1 million a public company's annual tax deduction
for compensation paid to each of its most highly compensated executive officers.
Qualified performance-based compensation is excluded from this deduction
limitation if certain requirements are met. The committee's policy is to
structure compensation awards that will be deductible where doing so will
further the purposes of our executive compensation programs. The committee also
considers it important to retain flexibility to design compensation programs
that recognize a full range of criteria important to our success, even where
compensation payable under the programs may not be fully deductible.

The committee believes that the stock options, annual incentive awards, and
performance units qualify for the exclusion from the deduction limitation under
Section 162(m). With the exception of a portion of the compensation paid to our
chief executive officer, the committee anticipates that the remaining components
of individual executive compensation that do not qualify for an exclusion from
Section 162(m) should not exceed $1 million in any given year and therefore will
qualify for deductibility.

<TABLE>
<S> <C>
Robert W. Bruce III, Chairman Bobby Lee Lackey
Gerald J. Ford J. Taylor Wharton
H. Devon Graham, Jr.
</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of our corporate personnel committee are Messrs. Bruce,
Ford, Graham, Lackey and Wharton. In 1999, none of our executive officers served
as a director or member of the compensation committee of another entity, where
an executive officer of the entity served as our director or on our corporate
personnel committee.

20
<PAGE> 24

PERFORMANCE GRAPH

The following graph compares the change in the cumulative total stockholder
return (a) on Class A common stock from 1994 to July 1995 at which time the
Class B common stock was publicly distributed and began trading on the New York
Stock Exchange, and (b) on Class B common stock from July 1995 through December
1999, with the cumulative total return of the S&P 500 Stock Index and the
cumulative total return of the Dow Jones Other Non-Ferrous Metals Group Index
from 1995 through 1999. This comparison assumes $100 invested on December 31,
1994 in (a) Freeport-McMoRan Copper & Gold Inc. Class A common stock which was
exchanged for Class B common stock in July 1995, (b) S&P 500 Stock Index and (c)
Dow Jones Other Non-Ferrous Metals Group Index.

COMPARISON OF CUMULATIVE TOTAL RETURN*
FREEPORT-MCMORAN COPPER & GOLD INC.,
S&P 500 STOCK INDEX AND DOW JONES
OTHER NON-FERROUS METALS GROUP INDEX

[GRAPH]

<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Freeport-McMoRan Copper & Gold Inc. $100.00 $136.36 $149.16 $ 81.23 $ 54.57 $110.44
S&P 500 Stock Index $100.00 $137.58 $169.17 $225.60 $290.08 $351.12
Dow Jones Other Non-Ferrous Metals Group
Index $100.00 $108.92 $139.83 $146.16 $121.20 $110.59
</TABLE>

* Total Return Assumes Reinvestment of Dividends

21
<PAGE> 25

CERTAIN TRANSACTIONS

We and McMoRan Exploration Co. each own 45% of the Services Company;
Stratus Properties Inc., a publicly held real estate company, owns the remaining
10% of the Services Company. The Services Company's two directors are also
executive officers of our company. We are parties to a services agreement with
the Services Company under which the Services Company provides us with
executive, technical, administrative, accounting, financial, tax and other
services. The Services Company also provides these services to McMoRan
Exploration Co. and Stratus Properties Inc. We pay an allocable portion of
expenses from consulting arrangements that the Services Company has entered
into, some of which are described below.

B. M. Rankin, Jr. and the Services Company are parties to an agreement,
renewable in December 2000, under which Mr. Rankin renders services to us and
our affiliates relating to finance, accounting and business development. The
Services Company provides Mr. Rankin compensation, medical coverage and
reimbursement of taxes in connection with those medical benefits. In 1999, the
Services Company paid Mr. Rankin $240,000 ($60,000 of which was allocated to us)
pursuant to this agreement. Mr. Rankin also received reimbursement of $96,979
for a portion of his office rent and the service of an executive secretary
employed by the Services Company.

Henry A. Kissinger is Chairman of the Board and Chief Executive Officer and
the sole stockholder of Kissinger Associates, Inc. Kissinger Associates and the
Services Company are parties to agreements under which Kissinger Associates
provides to us and our affiliates advice and consultation on specified world
political, economic, strategic and social developments affecting our affairs.
Under these agreements, Kissinger Associates receives an annual fee of $200,000,
additional consulting fees based on the services rendered and reimbursement of
reasonable out-of-pocket expenses incurred in connection with providing such
services. In 1999, the Services Company paid Kissinger Associates $200,000,
excluding reasonable out-of-pocket expenses, for all services under these
agreements, all of which was allocated to us.

J. Bennett Johnston and the Services Company are parties to an agreement,
renewable annually, under which Mr. Johnston provides consulting services to us
and our affiliates relating to international relations and commercial matters.
Under this agreement, Mr. Johnston receives an annual consulting fee of $150,000
and reimbursement of reasonable out-of-pocket expenses incurred in connection
with providing services. In 1999, the Services Company paid Mr. Johnston
$150,000, excluding reasonable out-of-pocket expenses, pursuant to this
agreement, all of which was allocated to us. The annual consulting fee includes
Mr. Johnston's annual fee for serving on our board.

Rene L. Latiolais and the Services Company are parties to an agreement,
renewable annually, under which Mr. Latiolais provides consulting services
relating to our businesses, operations, and prospects and that of our
affiliates. Pursuant to this agreement, Mr. Latiolais receives no annual fee for
serving on the board, no board attendance fees and no stock options under the
director stock option plan. In 1999, the Services Company paid Mr. Latiolais
$413,333, excluding reasonable out-of-pocket expenses, pursuant to this
agreement, none of which was allocated to us. In addition, we paid Mr. Latiolais
$348,953 in retirement benefits.

George A. Mealey and the company were parties to an agreement that
terminated on March 1, 1999 under which Mr. Mealey provided consulting services
related to our businesses, operations and prospects. Under this agreement, Mr.
Mealey received an annual fee of $630,000 and reimbursement of reasonable
out-of-pocket expenses incurred in connection with rendering consulting
services. In 1999, we paid Mr. Mealey $105,000, excluding reasonable
out-of-pocket expenses, pursuant to this agreement. During the

22
<PAGE> 26

term of this agreement, Mr. Mealey received no annual fee for serving on the
board, no board attendance fees and no stock options under our director stock
option plan.

Gabrielle K. McDonald and the Services Company are parties to an agreement,
renewable in December 2002, under which Ms. McDonald renders consulting services
to the Services Company and its subsidiaries and affiliates in connection with
her role as Special Counsel on Human Rights to the Chairman. Under this
agreement, Ms. McDonald receives an annual fee of $250,000 and reimbursement of
reasonable out-of-pocket expenses incurred in connection with rendering
consulting services. In 1999, the Services Company paid Ms. McDonald $41,667,
exclusive of reasonable out-of-pocket expenses, pursuant to this agreement, all
of which was allocated to us. The annual consulting fee includes Ms. McDonald's
annual fee for serving on our board.

RATIFICATION OF THE APPOINTMENT OF AUDITORS

The board of directors seeks stockholder ratification of the board's
appointment of Arthur Andersen LLP to act as the independent auditors of our and
our subsidiaries' financial statements for the year 2000. The board has not
determined what, if any, action would be taken should the appointment of Arthur
Andersen not be ratified. One or more representatives of Arthur Andersen will be
available at the meeting to respond to appropriate questions, and those
representatives will also have an opportunity to make a statement.

STOCKHOLDER PROPOSAL

Mr. Harold J. Mathis, Jr., P.O. Box 1209, Richmond, Texas 77406-1209, owner
of 24,852 shares of Class B common stock, in his capacity as president of, and
representing, Central Gulf Marine Inc., owner of 3,488 shares of Class B common
stock, and Mr. Alan G. Hevesi, Comptroller of the City of New York, 1 Centre
Street, New York, New York 10007-2341, on behalf of the New York City Employees'
Retirement System, owner of 308,400 shares of Class B common stock, have
proposed the adoption of the following resolution and have furnished the
following statement in support of the proposal:

RESOLVED: That the stockholders of Freeport-McMoRan Copper and Gold,
Inc., assembled in annual meeting in person and by proxy, hereby request
that the Board of Directors take the needed steps to provide that, at
future elections of directors, new directors be elected annually and not by
classes, as is now provided, and that on expiration of present terms of
directors their subsequent election shall also be on an annual basis.

REASONS

Strong support along the lines we suggest was shown at the last annual meeting
when 41.7%, 48,322,998 shares, approved this proposal. The real significance of
this vote is reflected in the 34,074,047 shares beneficially held by Directors
and Executive Officers where directors were in unanimous opposition to the
proposal.

It is our belief that classification of the Board of Directors is not in the
best interest of Freeport-McMoRan Copper and Gold, Inc. and its shareholders. We
believe that it makes a Board less accountable to shareholders when directors do
not stand for election each year.

- - Underperforming managements generally do hate the idea of destaggering.

Fortune -- April 26, 1999

23
<PAGE> 27

- - TOTAL RETURN The best and worst in shareholder returns BOTTOM TEN
(THREE-YEAR) PERCENT DECREASE FREEPORT MCMORAN COPPER AND GOLD -69.0%.

Business Week -- March 29, 1999

The current piecemeal election insulates directors and senior management from
the impact of poor performance.

- - Moffett and other senior executives skipped the company's annual meeting last
month.

Time -- June 7, 1999

In fact, none of the company's fifteen directors attended the last annual
meeting of shareholders that was held in the basement of a building in
Wilmington, Delaware.

Accountability to owners of a company should start with directors showing up for
the annual meeting of shareholders.

The agenda for this meeting made no provision for questions or comments from
shareholders regarding the general operations of the company. The agenda limited
comments by stockholders to the items being voted upon.

Corporations currently electing their directors annually include Compaq
Computer, Bank of America, Motorola, AT&T, American Express, Atlantic Richfield,
General Electric, Johnson and Johnson, Halliburton, Schlumberger, Hewlett
Packard, Exxon, IBM, General Motors, Time Warner, Disney, Chase Manhattan
Corporation, Xerox Corporation, Litton Industries, CHEVRON, HOLLINGER
INTERNATIONAL, and REVLON.

Your support is needed to allow shareholders the opportunity to register their
vote on the performance of all directors annually. Your favorable vote will help
build on the 41.7% approval rate established last year.

PLEASE MARK YOUR PROXY IN FAVOR OF THIS PROPOSAL; otherwise it is automatically
cast against it, unless you have marked to abstain.

BOARD OF DIRECTORS' STATEMENT IN OPPOSITION TO THE STOCKHOLDER PROPOSAL

Our stockholders have rejected identical proposals in each of the past two
years, and our board of directors continues to believe that this proposal is not
in the best interests of the company or our stockholders.

We have a "classified" board of directors, whose members are divided into
three classes serving staggered three-year terms, with one class being elected
each year. We believe that a classified board is advantageous to the company and
our stockholders, and we believe that our view is shared by most publicly held
corporations, as 63.5% of the corporations included in the S&P 500 index
currently have classified boards.

We also believe that directors who are elected to three-year terms are just
as accountable to stockholders as directors who are elected on an annual basis.
Directors have fiduciary duties that do not depend on how often they are
elected. In addition, we believe that there is little evidence to indicate that
electing directors to either annual or staggered terms directly influences stock
performance.

We believe that each member of our board brings valuable knowledge and
experience to the company. We further believe that our classified board
structure assures continuity and stability of the company's strategic direction
and management, because a majority of our directors at any given time will have
prior experience as directors of the company and will be familiar with our
business strategies and operations.

24
<PAGE> 28

We also believe that a classified board reduces the vulnerability of the
company to potentially abusive takeover tactics and encourages potential
acquirors to negotiate with our board. A classified board does not preclude
unsolicited acquisition proposals but, by eliminating the threat of imminent
removal, positions the incumbent board to act to maximize the value of a
potential acquisition to all stockholders.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE ADOPTION
OF THE PROPOSAL AGAIN THIS YEAR.

25
<PAGE> 29
FREEPORT-McMoRan COPPER & GOLD INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
STOCKHOLDERS, MAY 4, 2000

The undersigned hereby appoints James R. Moffett, Richard C. Adkerson, and
Stephen M. Jones, or any of them, as proxies, with full power of substitution,
to vote the shares of the undersigned in Freeport-McMoRan Copper & Gold Inc. at
the Annual Meeting of Stockholders to be held on Thursday, May 4, 2000, at 1:00
p.m., and at any adjournment thereof, on all matters coming before the meeting.
THE PROXIES WILL VOTE: (1) AS YOU SPECIFY ON THE BACK OF THIS CARD, (2) AS THE
BOARD OF DIRECTORS RECOMMENDS WHERE YOU DO NOT SPECIFY YOUR VOTE ON A MATTER
LISTED ON THE BACK OF THIS CARD, AND (3) AS THE PROXIES DECIDE ON ANY OTHER
MATTER.

If you wish to vote on all matters as the Board of Directors recommends,
please sign, date and return this card. If you wish to vote on items
individually, please also mark the appropriate boxes on the back of this card.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE
- --------------------------------------------------------------------------------

(continued on reverse side)
- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o

<PAGE> 30

Please mark
your votes as [X]
indicated in
this example

YOU MAY SPECIFY YOUR VOTES BY MARKING THE APPROPRIATE BOXES ON THIS SIDE. YOU
NEED NOT MARK ANY BOXES, HOWEVER, IF YOU WISH TO VOTE ALL ITEMS IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATION. IF YOUR VOTES ARE NOT SPECIFIED,
THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2 AND AGAINST ITEM 3.

<TABLE>

<S> <C>
Your Board of Directors recommends a vote FOR Items 1 and 2 below. Your Board of Directors recommends
a vote AGAINST Item 3 below.

1. Election of the nominee for director: FOR [ ] WITHHOLD [ ] 3. Stockholder proposal regarding
Mr. Groeneveld the classification of the board
of directors.
2. Ratification of appointment of Arthur FOR [ ] AGAINST [ ] ABSTAIN [ ]
Andersen LLP as independent auditors. FOR [ ] AGAINST [ ] ABSTAIN [ ]
</TABLE>

Signature(s) Date: , 2000
------------------------------------ ----------------
- --------------------------------------------------------------------------------

<PAGE> 31

FREEPORT-McMoRan COPPER & GOLD INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
STOCKHOLDERS, MAY 4, 2000

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE
- -------------------------------------------------------------------------------
(continued on reverse side)
- -------------------------------------------------------------------------------
o FOLD AND DETACH HERE o

<PAGE> 32

Please mark
our votes as [X]
indicated in
this example

<TABLE>

<S> <C>
Your Board of Directors recommends a vote FOR Items 1 and 2 below. Your Board of Directors recommends
a vote AGAINST Item 3 below.
1. Election of 4 Directors. Nominees are: FOR [ ] WITHHOLD [ ]
Messrs. Ford, Johnston, Kissinger and
Latiolais 3. Stockholder proposal regarding the
FOR, except withhold vote from following nominees: classification of the board of directors.
------------------------- FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Ratification of appointment of Arthur Andersen LLP
as independent auditors. FOR [ ] AGAINST [ ] ABSTAIN [ ]
</TABLE>

Signature(s) Date: , 2000
------------------------------------ ----------------
- --------------------------------------------------------------------------------

<PAGE> 33

DEPOSITARY RECEIPTS EVIDENCING DEPOSITARY SHARES REPRESENTING
PREFERRED SHARES OF FREEPORT-McMoRan COPPER & GOLD INC.

VOTING INSTRUCTIONS FOR ANNUAL MEETING OF
STOCKHOLDERS, MAY 4, 2000

The undersigned hereby instructs ChaseMellon Shareholder Services, L.L.C.,
as Depositary under the Deposit Agreement pertaining to Depositary Shares (the
"Depositary Shares") representing shares of certain preferred stock (the
"Stock") of Freeport-McMoRan Copper & Gold Inc. (the "Company") to vote the
shares of Stock represented by Depositary Shares evidenced by Depositary
Receipts issued by the Depositary in the name of the undersigned at the Annual
Meeting of Stockholders to be held on Thursday, May 4, 2000, at 1:00 p.m., and
at any adjournment thereof, on all matters coming before the meeting with
respect to which the owners of shares of Stock are entitled to vote. THE
DEPOSITARY WILL (1) VOTE AS YOU SPECIFY ON THE BACK OF THIS CARD OR (2) ABSTAIN
FROM VOTING WHERE YOU DO NOT SPECIFY YOUR VOTE ON THE MATTER LISTED ON THE BACK
OF THIS CARD.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE
- --------------------------------------------------------------------------------

(continued on reverse side)
- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o

<PAGE> 34

Please mark
your votes as [X]
indicated in
this example

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR:

FOR WITHHOLD

Item 1 - Election of the nominee for director. [ ] [ ]
Nominee for director of Freeport-McMoRan
Copper & Gold Inc.

Oscar Y.L. Groeneveld

Signature(s) Dated: , 2000
-------------------------------------------- ----------
You may specify your votes by marking the appropriate box above.
If your vote is not specified, your shares will be counted as having abstained
from voting.
- --------------------------------------------------------------------------------
o FOLD AND DETACH HERE o