FREEPORT-MCMORAN COPPER & GOLD INC. SUPPLEMENTAL EXECUTIVE CAPITAL ACCUMULATION PLAN

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FREEPORT-MCMORAN COPPER & GOLD INC.

1.00   Account or Accounts means the amounts credited for bookkeeping purposes to the Participant attributable to FCX-SECAP Basic Credits, FCX-SECAP Company Contribution Credits, FCX-SECAP Enhanced Company Contribution Credits, FCX-SECAP DC Adjustment Contribution Credits, Predecessor Employer Credits, and Transfer Credits.

 

1.03   Board of Directors m eans the Board of Directors of the Company.

1.04   Cash or Property Dividend s means the value of cash or property dividends which would have been declared and paid quarterly by the Company on the Shares as if such Shares were actually held by rather than credited to the Participant’s FCX-SECAP Company Savings Credit Account.

1.05   Committee means a Committee appointed by the Board of Directors consisting of one to three members of the Board or officers of the Company.

1.06   Company

1.07   Company Recognized Service

1.08   Contributions -

 

(a)	FCX-SECAP Basic Credit means amounts credited to a Participant's account under the Plan pursuant to Section 3.00 of this Plan.

(b)

FCX-SECAP Company Savings Credit means contributions made by the Company on behalf of a Participant pursuant to Section 4.00 of this Plan.  Effective January 1, 1998, a Participant will not be eligible for a FCX-SECAP Company Savings Credit unless such Participant specifically elects to defer into this Plan pursuant to Section 3.00 of the Plan.

(c)	FCX-SECAP Enhanced Company Contributions Credit means amounts that would be contributed to the FCX-ECAP as Enhanced Company Contributions but for the limits imposed by Code Sections 401(a)(4) and/or 415.

(d)	FCX-SECAP DC Adjustment Contributions Credit means amounts that would be contributed to the FCX-ECAP as DC Adjustment Contributions but for the limits imposed by Code Sections 401(a)(4) and/or 415 and amounts contributed to this Plan pursuant to Section 4.01 and Appendix A of the Plan.

(e)

Predecessor Employer Credit means all amounts contributed by a participant who is a Transferred Employee as that term is defined in the Employee Benefits Allocation Agreement between Freeport-McMoRan Inc. and the Company (“Agreement”) and matched by Freeport-McMoRan Inc., under the Freeport-McMoRan Inc. Supplemental Executive Capital Accumulation Plan (“FTX-SECAP”) transferred from the general assets of Freeport-McMoRan Inc. to the general assets of Freeport-McMoRan Copper & Gold Inc. for which the Company has assumed liability for payment under this Plan as hereinafter provided.

(f)	Transfer Credit means benefits transferred from the FCX-EBP or FCX-GRBP, as the result of the termination of those Plans, other than the annuity benefits described at Section 7.05.

1.09   Core Company

1.10   Employee  means an Employee as defined at Section 1.14 of the FCX-ECAP.

1.11   FCX-ECAP  means the Freeport-McMoRan Copper & Gold Inc. Employee Capital Accumulation Program maintained by the Company, as may be amended from time to time.

1.12   Internal Revenue Code or Code  means the Internal Revenue Code of 1986, as amended from time to time.

1.13   Participant  means an Employee or former Employee for whom an Account in the Plan is maintained.

1.14   Participating Company  means the Company and each Participating Affiliate.

1.15   Participating Affiliate  means a Corporation that has been designated by the Chief Executive Officer of the Company as a Participating Affiliate for the Employees of which the benefits of the Plan are available.  Unless otherwise provided herein, the Company will act for and on behalf of each such Participating Affiliate in any matter pertaining to the Plan.

 

1.16   Plan  means this Freeport-McMoRan Copper & Gold Inc. Supplemental Executive Capital Accumulation Plan (“FCX-SECAP”) as adopted by a Participating Company for the benefit of eligible Participants.

1.17   Retirement  means the date a Participant attains normal retirement age of sixty-five (65).

1.18   Shares  means the common stock of the Company, including stock held in its treasury or by any Participating Affiliate.

1.19   Value Determination Date  means any business date specified by the Company but no less frequently than on a monthly basis.

2.00   Eligible Employee . An “Eligible Employee” is an Employee who (a) in his initial year of employment is expected to receive Basic Compensation on an annualized basis equal to or greater than the Code Section 401(a)(17) dollar amount for that calendar year, (b) has a salary increase during a calendar year that causes his or her annualized Basic Compensation to exceed the Code Section 401(a)(17) dollar amount, (c) had annualized Basic Compensation equal to or greater than the Code Section 401(a)(17) dollar limit in a prior year, (d) was previously a participant in a Core Company’s nonqualified deferred compensation plan which is comparable to this Plan as determined by the Committee, or (e) becomes eligible for certain Credits under this Plan that do not require an affirmative election.

2.01   Conditions of Eligibility for Basic Credit and Company Savings Credit .  An Eligible Employee may elect to participate in this Plan beginning on the first day of the month subsequent to his or her satisfaction of one or more of the conditions for eligibility contained in Section 2.00 of this Plan, and upon filing of an application prior to such date.  If an Eligible Employee does not file an application prior to such date, the Eligible Employee shall again be eligible to participate as of the first day of January of any year subsequent to his or her date of hire and completion of one hour of service upon filing of an application prior to such first day of January.

2.02   Conditions of Eligibility for DC Adjustment Contributions Credit . An Employee who as of June 30, 2000 had an account balance under the Freeport Copper & Gold Inc. Excess Benefit Plan or Freeport Copper & Gold Inc. Grandfathered Retirement Benefit Plan and was actively employed by the Company or a Core Company may receive a DC Adjustment Contributions Credit and shall be a Participant in this Plan for purposes of this Section 2.02.  A Participant is entitled to a DC Adjustment Contributions Credit if the Participant’s employee number is listed on Appendix A to this Plan.  Eligibility for DC Adjustment Contributions Credits under this Section 2.02 shall have no bearing on a Participant’s eligibility for any other Credit provided under this Plan.

2.03   Automatic Eligibility for FCX-SECAP Enhanced Company Contributions Credit .  As of July 1, 2000, an Employee shall be eligible for FCX-SECAP Enhanced Company Contributions Credits if his or her Pensionable Compensation exceeds the Code Section 401(a)(17) dollar amount.

2.04   Automatic Eligibility for Excess Section 415 Amounts .  Any Eligible Employee who would receive contributions under the FCX-ECAP but for the limits imposed by Code Section 415 shall automatically become a Participant eligible for the FCX-SECAP DC Adjustment Contributions Credit and the FCX-SECAP Enhanced Company Contributions Credit.

2.05   Automatic Eligibility for Excess Section 401(a)(4) Amounts .  Any Eligible Employee who would receive DC Adjustment Contributions and/or Enhanced Company Contributions under the FCX-ECAP but for concerns by the Participating Company, as described in Section 4.01(d) herein, that such contributions will cause the FCX-ECAP to be discriminatory

under Code Section 401(a)(4), shall automatically become a Participant eligible for the FCX-SECAP DC Adjustment Contributions Credit and FCX-SECAP Enhanced Company Contributions Credit.

 

2.06   Automatic Eligibility for Transfer Credits.  

(a)	A Transfer Credit shall be established effective June 30, 2000, for any participant in the FCX-EBP who has no accrued benefit under the FCX-GRBP, and who is employed by the Company on June 30, 2000.

(b)	A Transfer Credit shall be established effective November 30, 2000, for any participant in the FCX-EBP or the FCX-GRBP or both who does not have a Transfer Credit under Paragraph (a), and who has not received or commenced receipt of his benefit under said plans by November 30, 2000.

 

3.00   Amount of FCX-SECAP Basic Credits .

(a)

Pursuant to Section 2.01, each Eligible Employee may elect to defer in each pay period for the ensuing calendar year an amount, in increments of at least one-half of one percent (1/2%), but not to exceed twenty percent (20%), of [(A) minus (B)] when (A) equals such Employee’s Basic Compensation and (B) equals the dollar amount established under Code Section 401(a)(17), (the "Elective Deferral Amount").  Further, the elected percentage must be the same percentage such Employee has elected to defer into the FCX-ECAP.

(b)

If an Eligible Employee has elected to defer into this Plan pursuant to Section 3.00(a) above, when amounts contributed to such Employee’s account in the FCX-ECAP (and Core Company qualified plans if applicable), pursuant to the Employee’s qualified plan deferral election, reach the dollar limit in effect for the year under Code Section 402(g) (which amount for 2001 is $10,500 and for 2002 is $11,000) and, if elected by the Eligible Employee, the catch-up contributions under Code Section 414(v), all deferrals for such Participant in excess of such limit shall be credited to this Plan in addition to the elective deferrals pursuant to Section 3.00(a) above.

(c)

An Employee who is an Eligible Employee, as defined in Section 2.00, but who will receive Basic Compensation that is less than the Code Section 401(a)(17) dollar limit in a subsequent year, may nevertheless elect to participate in this Plan.  Such Participant’s FCX-SECAP Basic Credit shall be equal to the excess, if any, of the Participant’s Elective Deferral Amount for the calendar year over the dollar limit in effect for the year under Code Section 402(g) (which amount for 2001 is $10,500 and for 2002 is $11,000) and, if elected by the Eligible Employee, the catch-up contributions under Code Section 414(v).  Such Participant will receive FCX-SECAP Basic Credits only after the Code Section 402(g) limit and, if applicable, Code Section 414(v) has been reached in the FCX-ECAP and other Core Company qualified plans.

(d)

Notwithstanding the above, an Eligible Employee who commences participation in this Plan during a calendar year shall be allowed to elect to defer the amount set forth in Section 3.00(a) of this Plan for the remainder of the calendar year in which he commences participation.  In addition, an Eligible Employee hired from a Core Company shall be deemed to have elected to defer to this Plan the same percentage that he or she elected to