AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

Shareholder Agreement

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FREEPORT MCMORAN COPPER & GOLD INC | CHUI LTD | FARU LTD | LUNDIN HOLDINGS LTD | MBOKO LTD | MOFIA LTD | TEMBO LTD

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Title: AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Date: 9/2/2008
Industry: Metal Mining Sector: Basic Materials

AMENDED AND RESTATED

SHAREHOLDERS AGREEMENT

BY AND BETWEEN

LA GENERALE DES CARRIERES ET DES MINES

AND

LUNDIN HOLDINGS LTD.

TEMBO LTD.

FARU LTD.

MBOKO LTD.

CHUI LTD.

MOFIA LTD.

DATED: 28 September 2005

CONFIDENTIAL

Table of Contents

1.	DEFINITIONS AND GENERAL PROVISIONS	2
	1.1 Definitions	2
	1.2 Currencies	8
	1.3 Gender and Plural	8
	1.4 Schedules	8
	1.5 Laws	9
	1.6 Periods of Time	9
	1.7 General Interpretation	9
	1.8 No Partnership	9
	1.9 Other Business Opportunities	10
	1.10 Implied Covenants	10
	1.11 Accounts and Financial Statements	10
2.	OBJECT	10
	2.1 Object	10
3.	INITIAL ARRANGEMENTS	11
	3.1 Amendment and Restatement of the Formation Agreement	11
	3.2 Undertaking to Pay the Transfer Bonus	11
	3.3 Transfer of Property; Delivery of Data; and Maintenance of Rights andtitles on the property	12
	3.4 By-Laws	12
	3.5 Share Capital Increase of T.F.M	12
4.	FEASIBILITY STUDY ARRANGEMENTS AND ADVANCES	13
	4.1 Funding	13
	4.2 The Project	13
	4.3 Collaboration in the Preparation of the Feasibility Study	14
	4.4 Delivery of the Feasibility Study	15
5.	INVESTMENT FINANCING	15
	5.1 Investment Financing	15
	5.2 Cooperation in Financing	15
6.	DURATION OF AGREEMENT AND REMEDIES	15

	6.1 Term	15
	6.2 Early Termination by Lundin Holdings	15
	6.3 Early Termination by Gécamines	16
	6.4 Liquidation	16
	6.5 Breach by Gécamines or the State	16
7.	COVENANTS, REPRESENTATIONS AND WARRANTIES	17
	7.1 Covenants, Representations and Warranties of the Lundin Shareholdersand Gécamines	17
	7.2 Additional Covenants, Representations and Warranties of Lundin	17
	7.3 Additional Covenants, Representations and Warranties of Gécamines	17
	7.4 Survival of Covenants, Representations and Warranties	20
	7.5 Trabeka Dispute	20
8.	[Intentionally Left Blank]	20
9.	IMPLEMENTATION OF PROVISIONS CONCERNING SHAREHOLDERS	20
	9.1 Effect of Agreement	20
	9.2 Conflict	20
	9.3 Ratification of this Agreement	21
	9.4 Endorsement upon Share Certificates	21
	9.5 Subsequent Shareholders Bound	21
	9.6 Shares	21
10.	ORGANIZATION	21
	10.1 Management and Control	21
	10.2 Board	21
	10.3 Management Powers	22
	10.4 Non-Arm’s Length Transactions	23
11.	DISTRIBUTION OF PROFITS AND AUDIT	23
	11.1 Distribution of Profits	23
	11.2 Advances Against Distributions of Profits	23
	11.3 Audits of T.F.M	24
12.	THE MANAGING DIRECTOR	24
	12.1 Appointment and Remuneration of Managing Director	24
	12.2 Powers and Duties of Managing Director	24
	12.3 Information on Operations	24
	12.4 Management Team	24
	12.5 Indemnity	25

13.	ADVISOR AGREEMENT AND SERVICE CONTRACTS	25
	13.1 Confirmation of Advisor Agreement	25
	13.2 Further Gécamines Participation and Service Contracts	25
	13.3 Renegotiation/Termination of Advisor Agreement	25
14.	PROGRAMS AND BUDGETS	26
	14.1 Operations Pursuant to Programs and Budgets	26
	14.2 Presentation of Programs and Budgets	26
	14.3 Review and Approval or Modification of Proposed Programs and Budgets	26
	14.4 Notice of Approved Program and Budget to Shareholders	26
	14.5 Budget Overruns; Program Changes	26
15.	RESTRICTIONS UPON TRANSFERS	26
	15.1 Rules Governing Transfers	26
	15.2 Permitted Encumbrances	26
	15.3 Transfer to Affiliates	27
	15.4 Right of Preemption	27
	15.5 Failure to Sell to the Offeror	28
	15.6 Waiver	28
	15.7 Terms of Sale	28
	15.8 Permitted Transfers by Lundin Holdings to Development Entities	29
	15.9 Breach of Restrictions Upon Transfers	29
16.	DISPUTES	29
	16.1 Amicable Settlement	29
	16.2 Arbitration	29
	16.3 Disputes with the State	30
	16.4 Jurisdiction	30
	16.5 Waiver of Immunity of Execution	30
17.	NOTICES	30
	17.1 Notices	30
18.	Force Majeure	32
	18.1 Force Majeure	32
19.	CONFIDENTIALITY	33
	19.1 Confidentiality	33

20.	MISCELLANEOUS	33
	20.1 Amendments	33
	20.2 Assignment	33
	20.3 Enurement	33
	20.4 Severability	33
	20.5 Waiver	33
	20.6 Entire Agreement	33
	20.7 Further Undertakings	33
	20.8 Environment	34
	20.9 Congolese Cobalt Institute	34
	20.10 Language	34
21.	EFFECT ON FORCE MAJEURE	34
	21.1 Effect on Force Majeure	34
22.	ENTRY INTO FORCE	34

Schedule A: The Property

Schedule B: Form of Amended and Restated By-Laws of T.F.M.

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “ Agreement ”) is made as of 28 September, 2005, by and among

LA GENERALE DES CARRIERES ET DES MINES , a public company incorporated under the laws of the Democratic Republic of Congo, having its registered office at 419, avenue Kamanyola, B.P. 450, Lubumbashi, Democratic Republic of Congo;

hereinafter referred to as “ Gécamines ” or “Class A Shareholder”

OF THE FIRST PART

- and -

LUNDIN HOLDINGS LTD. , a company incorporated under the laws of Bermuda, having its registered office at Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda (“ Lundin Holdings ”); and

TEMBO LTD. , a Bermuda company, having its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda (“ Tembo ”); and

FARU LTD. , a Bermuda company, having its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda (“ Faru ”); and

MBOKO LTD. , a Bermuda company, having its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda (“ Mboko ”); and

CHUI LTD. , a Bermuda company, having its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda (“ Chui ”); and

MOFIA LTD. , a Bermuda company, having its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda (“ Mofia ”); and

hereinafter referred to as the “ Lundin Shareholders ” or “ Class B Shareholders”

OF THE SECOND PART

RECITALS

In accordance with the Mining Convention dated November 30, 1996 (the “ Original Convention ”), and pursuant to the “Agreement For The Formation Of Tenke Fungurume Mining” between Gécamines and Lundin Holdings, dated November 30, 1996 (the “ Formation Agreement ”), Tenke Fungurume Mining S.A.R.L. (“T.F.M.”) was incorporated as a company limited by shares under the laws of the Democratic Republic of Congo.

B.	Gécamines, Lundin Holdings and the Democratic Republic of Congo ( the “ *State* ”) entered into the Original Convention for the purposes of developing the deposits of copper, cobalt and all other minerals under mining concessions granted at Tenke and Fungurume, in Katanga Province.

C.	The Shareholders, being all of the shareholders of T.F.M., desire to redefine their mutual rights, interests, duties and obligations with respect to the Shares of T.F.M., and with respect to certain other matters concerning the ownership and operation of T.F.M.

Upon the entry into force of this Agreement, Phelps Dodge Corporation, a New York, USA company, will finalize the acquisition, itself or through an Affiliate to be named, of an interest in the Project, by becoming a majority shareholder of Lundin Holdings. Gécamines is in favor of Phelps Dodge’s acquiring this interest either on its own or through an Affiliate and agrees hereto to said participation.

AGREEMENT

The Shareholders agree as follows:

1. Definitions and General Provisions

1.1 Definitions . In this Agreement, including its annexes, the following capitalized terms will have the respective meanings ascribed thereto:

(a)

“ Advances ” means any and all monies advanced or to be advanced to T.F.M., or to third Persons on behalf of T.F.M., (i) by Lundin Holdings or its Affiliates and (ii) unless specified in this Agreement or in the Amended and Restated Mining Convention as being the individual responsibility or at the sole expense of such Person, by any other Class B Shareholder; including, without limitation, to fund Expenditures, but excluding any loans directly contracted by T.F.M. with third parties.

(b)	“ *Advisor Agreement* ” means the Advisor Agreement between T.F.M. and Lundin Holdings, dated November 30, 1996, as amended from time to time.

(c)	“ *Affiliate* ” means, with respect to a Shareholder:

(i)

subsidiary : a company in which the Shareholder holds directly or indirectly more than half of the voting rights, excluding the shares without voting rights and the

shares which will confer voting rights in the future, or the power to appoint at least half of the directors of the company;

(ii)

parent company : a company which holds, in the Shareholder, directly or indirectly, more than half of the voting rights as said above, or the power to appoint at least half of the directors of the Shareholder; and

(iii)

sister company : a subsidiary of the parent company of the Shareholder, other than the Shareholder, in which the parent company holds, directly or indirectly, more than half of the voting rights as said above, or the power to appoint at least half of the directors of the sister company.

(d)	“ *Agreement* ” means this amended and restated shareholders agreement and all Appendices hereto, as amended from time to time.

(e)	“ *Amended and Restated Mining Convention* ” is defined as the Amended and Restated Mining Convention of even date herewith.

(f)

“ Arm’s Length ” and “ Acting at Arm’s Length ” refer to transactions with parties who are not Affiliates, or to transactions with Affiliates on market terms and conditions, and “ Non-Arm’s Length ” and “ Not Acting at Arm’s Length ” refer to transactions with parties who are Affiliates on non-market terms and conditions that benefit the Affiliate.

(g)	“ *Board* ” means the board of directors of T.F.M. as duly constituted from time to time.

(h)	“ *Budget* ” means a detailed estimate and schedule of all expenditures to be made by T.F.M. with respect to a Program.

(i)

“ Buildings and Fixtures ” means all the buildings and fixtures, considered as unmovable by nature or by intended purpose, which are on the Property and which relate to the Operations, including all buildings and fixtures considered as unmovable by nature or by intended purpose, which formerly belonged to S.M.T.F.

(j)	“ *Business Day* ” means a day other than a Saturday, Sunday or statutory holiday in the Democratic Republic of Congo or in Phoenix, Arizona, United States of America.

(k)	“ *By-Laws* ” means the By-Laws of T.F.M. amended and restated as per the form attached hereto as Schedule B for purposes of implementation of this Agreement.

(l)

“ Capital Expenditures ” means all “capital expenditures” within the meaning of the International Financial Reporting Standards, incurred by or for the benefit of T.F.M. after the Election Date, less any Exploration Expenditures that may otherwise be considered as “capital expenditures” under the International Financial Reporting Standards.

(m)	“ *Claims* ” means any and all debts, claims, actions, lawsuits, causes of action, demands, duties and obligations of whatsoever nature and howsoever incurred.

(n)	“ *Class A Shareholders* ” means Shareholders of T.F.M. who at any time own Class A Shares.

(o)	“ *Class B Shareholders* ” means Shareholders of T.F.M. who at any time own Class B Shares.

(p)	“ *Data* ” means all information, records and reports relating to the Property in the possession or under the control and direction of Gécamines.

(q)

“ Date of Commencement of Commercial Production ” means the date upon which the Mining facility comprising the Revised Project constructed during Phase 3 of the Project, as defined in article 5 of the Amended and Restated Mining Convention, first achieves 90% of the designed rate of production of Products, for a period of 3 consecutive months. Such date to be notified to the Shareholders by the Managing Director, but no later than 180 days after the date of the first shipment of Product, it being understood that any monthly production will be shipped.

(r)	“ *Development* ” means all preparation for the extraction of minerals and recovery of Products, including the construction or installation of a mill, metallurgical processing plant, or any other improvements to be used for the Operations and the preparation of financing plans.

(s)	“ *Effective Date* ” means the date that the Amended and Restated Mining Convention enters into force pursuant to section 40 thereof.

(t)	“ *Election Date* ” means the date on which the Class B Shareholders notifies the State and the Class A Shareholders of their decision to commence Phase 3 of the Project as described in article 4.2 of this Agreement.

(u)

“ Encumbrances ” means any and all mortgages, pledges, liens, charges, security interests, adverse claims, rights of representation or conveyance, demands, defects in registration, rights to possess or occupy, claims or future claims of rights to possess or occupy, rights impeding access or use and encumbrances of whatsoever nature and howsoever incurred.

(v)	“ *Expenditures* ” means any and all expenditures made by T.F.M. in connection with the Property and Operations including, without limitation, all Exploration Expenditures, Capital Expenditures and Operating Expenditures.

(w)

“ Exploration ” means any activity pursuant to which the holder of a mineral or quarry exploration right attempts, based on indications of the existence of a mineral deposit, and by means of surface or underground works, in particular using geological, geophysical and geochemical techniques, including various methods such as remote sensing, to identify the existence of a mineral deposit, to demarcate it, and to evaluate the quality and the quantity of the reserves as well as the technical and commercial possibilities of exploiting them.

(x)	“ *Exploration Expenditures* ” means all expenses, obligations and liabilities of whatever kind or nature borne or incurred with respect to Exploration on the Property from and

after the date of the Formation Agreement and both before and after the Date of Commencement of Commercial Production including, without limitation, expenses paid for or incurred in connection with any program of surface or underground prospecting, geological, geophysical and geochemical surveying, drilling, raising and other underground work, assaying and metallurgical testing, environmental studies, preparing and completing the Feasibility Study and any additional or updated feasibility studies required in connection with any upgrading or increase in production capacity from the Property; the fees, wages, salaries, traveling expenses and benefits in kind (whether or not required by law) of all persons engaged in work with respect to such Exploration, including the food, lodging and other reasonable needs of such persons, and including any amounts that are considered to be “capital expenditures” within the meaning of the International Financial Reporting Standards, that have been incurred by or on behalf of T.F.M. prior to the Election Date.

(y)

“ Feasibility Study ” means the study to demonstrate the feasibility of the Revised Project, as described in Article 4.2 , in such form as is normally required by substantial, internationally recognized financial institutions for the purpose of deciding to loan funds for the Development of mineral deposits; this report will include at least the following information:

(i) A description of that part of the Property which will be placed into production.

(ii)

The reserves based on proven and probable material classification that meet internationally acceptable reporting standards.

(iii)

A capital cost estimate prepared generally in accordance with international standards for mining project feasibility studies.

(iv)

The results of ore processing tests and of the profitability studies relating to the Operations.

(v)

The quality and specifications of the products to be produced, as well as all intermediary or other products for which a market can be found.

(vi)

An accurate representation of the facilities proposed to be built, including the general arrangement and supporting process flow sheets.

(vii)

The total costs, including a capital cost budget, which are reasonably required to purchase, construct and install all structures, machinery and equipment required for the proposed facilities including a schedule of timing of such requirements.

(viii) All necessary environmental impact studies and the costs thereof.

(ix)

The estimated Date of Commencement of Commercial Production.

(x)

Such other data and information as is reasonably necessary to substantiate the existence of deposits of sufficient size and grade to justify Development of a mine taking into account all relevant business, tax and other economic considerations

including those with respect to funding of costs and repatriation of capital and profits.

(xi)

Working capital requirements for the initial 4 months of operation of the Property as a mine or such longer period as may be reasonably justified in the circumstances.

(xii)

Chapters with respect to geology and geological surveys, geotechnic, hydrogeology, evaluation of the capacities in drinking water and in industrial water, metallurgical processing schemes and descriptions of the installations, electrical supply and distribution and sitting of the project infrastructure, labor and staff, impact on social environment (development of schools, roads, hospitals, entertainment and cultural centers and so forth), import and export routes and Marketing procedures.

(xiii) Projected cash flows and an economic forecast for the life of the mine.

(z)	“ *Fiscal Year* ” means the calendar year.

(aa)	“ *Force Majeure* ” is defined in Article 18.1 .

(bb)	“ *Formation Agreement* ” means the “Agreement for the Formation of Tenke Fungurume Mining” between Gécamines and Lundin Holdings, dated November 30, 1996, including all schedules thereto.

(cc)	“ *Gécamines* ” has the meaning set forth in the heading to this Agreement.

(dd)	“ *Revised Project* ” is defined in Article 4.2 . It is understood that Revised Project as defined in this Agreement reflects a revision from the “Initial Project” as defined in the Original Convention.

(ee)	“ *International Financial Reporting Standards* ” means those accounting principles generally accepted in the international Mining industry.

(ff)	“ *Lundin Holdings* ” has the meaning set forth in the heading to this Agreement.

(gg)	“ *Class B Shareholders* ” means Lundin Holdings, Tembo, Faru, Mboko, Chui and Mofia, and their respective successors and permitted assigns.

(hh)	“ *Managing Director* ” means the individual appointed by the Board to perform the day-to-day management of T.F.M. and any replacement from time to time.

(ii)	“ *Marketing* ” means the commercial marketing and sale of the Products.

(jj)	“ *Marketing Services Fee* ” means the fee for marketing services provided to T.F.M. by Lundin Holdings, as established under the Advisor Agreement.

(kk)	“ *Mining* ” means mining, extracting, producing, treating, handling, milling, smelting, refining and other processing of Products and rehabilitation of mine sites.

(ll)	“ *Operating Expenditures* ” means all costs and expenses within the meaning of the International Financial Reporting Standards incurred by or on behalf of T.F.M. after the Election Date, excluding:

(i)

all Exploration Expenditures made by or on behalf of T.F.M. after the Election Date;

(ii)

all Capital Expenditures;

(iii)

all depreciation, depletion and amortization expenses of T.F.M., together with reductions in value, within the meaning of the International Financial Reporting Standards, incurred or charged after the Election Date;

(iv)

all income taxes of T.F.M. incurred after the Election Date;

(v)

the Marketing Services Fee;

(vi)

interest on Advances paid by T.F.M. pursuant to Article 4.1 of this Agreement.

(mm)	“ *Operations* ” means Exploration, Development, Mining, Transportation and Marketing, and all other activities necessary or desirable for the successful accomplishment of the objectives of the Amended and Restated Mining Convention.

(nn)	“ *Original Convention* ” is defined in Recital A .

(oo)	“ *Party* ” means each of the Shareholders, and “ *Parties* ” means all or any combination of them, as the context may require.

(pp)	“ *Pay-Back Date* ” means the date upon which all Advances, together with interest thereon, have been repaid by T.F.M.

(qq)	“ *Person* ” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of any government.

(qq’)

“ Phelps Dodge ” has the meaning set forth in the Recitals to this Agreement and shall include Affiliates.

(rr)	“ *Prime Rate* ” means the LIBOR interest rate at one year.

(ss)	“ *Products* ” means the end products derived from Mining.

(tt)	“ *Program* ” means a description in reasonable detail of Operations to be conducted and objectives to be accomplished during a given period, prepared by the Managing Director after consultation with the Shareholders and approved by the Board.

(uu)	“ *Project* ” means all Operations undertaken on the Property, and all activities in connection therewith, pursuant to and in accordance with the Amended and Restated Mining Convention.

(vv)

“ Property ” means the Mining Concession n° 198 called Tenke (renumbered n° 123 by the Cadastre Minier Certificat d’Exploitation n° CAMI/CE/940/2004 dated 3 November 2004, and the Mining Concession n° 199 called Fungurume (renumbered n° 159 by the Cadastre Minier Certificat d’Exploitation n° CAMI/CE/941/2004 dated 3 November 2004), both located in the Katanga Province, Democratic Republic of Congo, described in Schedule A of this Agreement, including all stock of already extracted ore, Buildings and Fixtures.

(ww)	“ *Rights and Titles on the Property* ” means all certificates, licenses, registrations, permits, consents and qualifications required by the State or any governmental or administrative authority in the Democratic Republic of Congo to hold the Property and to conduct the Operations.

(xx)	“ *Shareholders* ” means the Class A Shareholders and the Class B Shareholders and, in singular, any one of them, and their respective successors and permitted assigns with respect to the Shares.

(yy)	“ *Shares* ” means the 200 fully paid up shares, with no par value, each representing 1/200 ^th of the share capital of T.F.M. and divided into 35 Class A Shares and 165 Class B Shares.

(zz)	“ *State* ” has the meaning set forth in the Recitals to this Agreement.

(aaa)

“ T.F.M. ” has the meaning set forth in the Recitals to this Agreement.

(bbb)

“ Transfer Bonus ” means an amount of US$250,000,000 reduced to US$100,000,000, comprised of (i) US$50,000,000 already paid by Lundin Holdings to Gécamines, and (ii) the additional US$50,000,000 to be paid by Lundin Holdings to Gécamines, as provided in Article 4 , all as consideration for the transfer of the Property to T.F.M.

(ccc)

“ Transportation ” means transportation or shipment of Products in connection with Marketing activities.

(ddd)

“ Service Contracts ” means a contract for services between Gécamines and Lundin Holdings pursuant to Article 13.2.

1.2 Currencies . All references in this Agreement to any currency, unless otherwise specified, refer to the United States dollar.

1.3 Gender and Plural . In this Agreement, all references to the masculine gender include the feminine gender and vice-versa and all references to the singular include the plural and vice-versa.

1.4 Schedules . The following schedules will be deemed to be a part of this Agreement and are attached hereto and are incorporated herein by reference:

Schedule A Description of the Property

Schedule B Form of amended and restated By-Laws of T.F.M.

If any Schedule is inconsistent with the terms and conditions of this Agreement, the terms and conditions of this Agreement will prevail.

1.5 Laws . This Agreement will be governed by and construed in accordance with the laws of the Democratic Republic of Congo supplemented by the principles of international commercial law.

1.6 Periods of Time . When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period will be excluded and the last day of such period will be included. If the last day is not a Business Day, the period in question will end on the next following Business Day.

1.7 General Interpretation . In this Agreement, unless otherwise expressly stated:

(a)

This Agreement . The words “herein” and “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision.

(b)

Headings . The headings are for convenience only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

(c)

Law . Any reference to a law includes the executory measures made pursuant thereto, all amendments made to such law or executory measures and any law or executory measures that may be passed which have the effect of supplementing or superseding such law or executory measures.

(d)

International Financial Reporting Standards . Any financial determination required to be made hereunder will be performed in accordance with International Financial Reporting Standards.

1.8 No Partnership . Nothing contained in this Agreement will be deemed to constitute any Shareholder the partner of the other nor, except as otherwise herein expressly provided, to constitute any Shareholder the agent or legal representative of any other Shareholder nor to create any fiduciary relationship between or among any Shareholders. It is not the intention of the Shareholders to create, nor will this Agreement be construed to create, any mining, commercial or other partnership. No Shareholder will have any authority to assume any obligation or responsibility on behalf of any of the other Shareholders except as otherwise expressly provided herein. The rights, duties, obligations and liabilities of the Shareholders will be several and not joint or collective. Each Shareholder will indemnify, defend and hold harmless each other Shareholder, its directors, officers, employees, agents and attorneys from and against any and all Claims arising out of any act or any assumption of liability by the indemnifying Shareholder or any of its directors, officers, employees, agents and attorneys done or undertaken or apparently done or undertaken on behalf of the indemnified Shareholder except

pursuant to the authority expressly granted herein or as otherwise agreed in writing among the Shareholders.

1.9 Other Business Opportunities . Except as expressly provided in this Agreement, each Shareholder will have the right independently to engage in and receive full benefits from other business activities whether or not competitive with the Operations without consulting the other Shareholders.

1.10 Implied Covenants . There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.

1.11 Accounts and Financial Statements .

(a) The accounts and financial statements of T.F.M. will be kept and established according to the Congolese General Accounting Plan. They will also have to take into account, and comply with, the rules and procedures generally accepted in the international mining industry.

(b) The accounts will be kept, and the financial statements of T.F.M. established, in U.S. dollars, and converted into Congolese Francs at the closure of the accounts period for purposes of publication, registration or for the purpose of making declarations in the Democratic Republic of Congo, by using the official rate in force on the last Business Day of the concerned Fiscal Year.

2. Object

2.1 Object

(a) This Agreement has as its object the redefinition of certain terms and conditions of the Exploration, Development and Mining undertaken on the Property, and the modification of the respective rights and obligations of the Parties as shareholders of T.F.M. as set forth in the Formation Agreement.

(b) T.F.M. shall effect a restructuring of its share capital into 200 Shares and a change of class of the Shares where appropriate, and Lundin Holdings and Gécamines shall redistribute the Shares or causes the redistribution of the Shares presently held by the present shareholders of T.F.M., in such manner as shall result in the following Shareholders and respective holdings of the Shares:

Lundin Holdings -- 160 Class B Shares;

Tembo -- 1 Class B Share;

Faru -- 1 Class B Share;

Mboko -- 1 Class B Share;

Chui -- 1 Class B Share;

Mofia -- 1 Class B Share; and

Gécamines -- 35 Class A Shares representing 17.5% non-dilutable of the share capital.

Except with respect to any obligation to make Advances and with respect to nomination of the members of the Board, there shall be no differences in the rights, privileges or obligations attaching to the Class A Shares and the Class B Shares. When transferred, Class A Shares and Class B Shares shall retain their respective classifications.

All provisions of this Agreement and the By-Laws of T.F.M. regarding restrictions on the transfer of Shares, to the extent otherwise applicable, are hereby waived for purposes of the transfers required to achieve the foregoing shareholdings.

3. Initial Arrangements

3.1	Amendment and Restatement of the Formation Agreement .

This Agreement hereby amends and restates in its entirety the Formation Agreement.

3.2 Undertaking to Pay the Transfer Bonus .

The Parties agree that Lundin Holdings shall complete payment of the Transfer Bonus to Gécamines in accordance with the terms set forth hereafter. For avoidance of doubt:

(a)	Gécamines acknowledges that US$50,000,000 of the Transfer Bonus was duly paid by Lundin Holdings and received by Gécamines in May, 1997; and

(b)	The remainder of the Transfer Bonus, US$50,000,000, shall be paid by Lundin Holdings to Gécamines, as follows: ¹

(i)

US$[15],000,000, upon the later to occur of (x) effective date of this Agreement and (y) the effective date of the By-Laws (including approval by Presidential Ordinance or Decree where appropriate). The payment will be made pursuant to Section 3.2(c) below, and the foregoing dates will be deemed to be the date of a receipt signed by T.F.M. of a certified and conformed copy from the chief of cabinet of H.E. the President of the Republic of the Presidential Decrees; a copy will be sent to T.F.M to Gécamines and Lundin Holdings pursuant to Article 17.1.

(ii)

US$[5],000,000, upon the later to occur of (x) T.F.M. having all Rights and Title on the Property, free from any Encumbrances, and has full and free enjoyment of the Property (such that all adverse claims to the Property have been finally

¹ If the signed Amended and Restated Mining Convention, the T.F.M. Shareholders Agreement and the amended By-Laws of T.F.M. do not enter into force by the end of September 2005 (including approval by Presidential Ordinance or Decree where appropriate), the two payments of sub paragraphs (i) and (ii) will amount to US$10 million each instead of, respectively, US$15 and US$5 million.

resolved, that all land titles are registered to the extent required to meet the requirements of this Agreement and the Amended and Restated Mining Convention, and that all mining rights required under applicable law have been duly issued, validated, conformed or renewed where applicable, so as to enable T.F.M. to undertake the Project) and (y) approval of the final Feasibility Study by the Board of Directors. The payment will be made pursuant to Section 3.2(c) below, and the foregoing dates will be deemed to be the date upon which T.F.M. notifies Gécamines and Lundin Holdings of the satisfaction of such events pursuant to the terms and conditions of Article 17.1 .

(iii)

US$10,000,000, upon the Date of Commencement of Commercial Production consistent with the terms set forth in Section 3.2(c) below,;

(iv)

US$10,000,000, on the first anniversary of the Date of Commencement of Commercial Production consistent with the terms set forth in Section 3.2(c) below,; and

(v)

US$10,000,000, on the second anniversary of the Date of Commencement of Commercial Production consistent with the terms set forth in Section 3.2(c) below,.

(c)

Subsequent to the payment dates referred to above, before each payment, Lundin will request from Gécamines, in writing, that it provide to Lundin a written demand for payment, including the bank and account number to which the payment must be made. Lundin Holdings shall have 5 Business Days to make the requested payment.

3.3 Transfer of Property; Delivery of Data; and Maintenance of Rights and Titles on the Property .

Gécamines confirms and the Class B Shareholders recognize that, in consideration of Lundin Holdings’ assumption of the obligation to pay the Transfer Bonus, Gécamines has transferred to T.F.M. all Rights and Titles on the Property. Gécamines also confirms that it has delivered to T.F.M. all data, information, records and reports relating to the Property in the possession or under the control and direction of Gécamines (the “ Data ”).

3.4 By-Laws . Upon execution of this Agreement, the Shareholders shall enter into an agreement with the State amending and restating the existing Mining Convention and thereafter shall convene an extraordinary shareholder meeting in order to modify the By-Laws and conform them to the form attached hereto as Schedule B in substitution of the then-existing by-laws of T.F.M.

3.5 Share Capital Increase of T.F.M. Within three months after the entry into force of the By-Laws, the share capital will be increased by the amount of fifteen million US Dollars ($15,000,000) by contribution in kind of a receivable of that amount by Lundin Holdings Ltd., that will be deducted from the Advances. As a result of such increase in share capital, the share capital of T.F.M. will amount to fifteen million fifty thousand US Dollars ($15,050,000), of which Gecamines be attributed a 17.5% nondilutable share.

4. Feasibility Study Arrangements and Advances

4.1 Funding .

(a) As of the date of this Agreement, the Shareholders and T.F.M. acknowledge that Lundin Holdings or its Affiliates have made Advances, including to finance the Feasibility Study and to maintain the site.

(b) Class B Shareholders will continue to make Advances, or cause funds to be advanced by third parties on normal commercial terms, to T.F.M. to enable T.F.M. to meet Exploration Expenditures with a view to identifying deposits, to meet all other Expenditures required to complete the Feasibility Study, and to otherwise fund Operations.

(c) All Advances will bear interest at an annual rate equal to Prime Rate plus 2% calculated half-yearly in arrears. Such interest shall accrue on all and any Advances made to T.F.M., i.e. , not only the Advances made in connection with the Feasibility Study but also all Advances whatsoever made to T.F.M. within the framework of this Agreement.

(d) For greater certainty and without limitation, it is understood and agreed that Class B Shareholders shall have responsibility for making Advances in proportion to their respective holdings of Class B Shares at the time such Advances are required to be made. No Class A Shareholder shall have any responsibility for providing Advances unless and until it acquires Class B Share(s).

4.2 The Project .

It is the intent of the Parties that T.F.M. develop the Project as agreed with the State and Gécamines. Initially, the Project will initially be designed to produce at least 40,000 tonnes of copper with associated cobalt per year (the “ Revised Project ”). The activities required to develop the Revised Project and subsequent Development of the Property shall be conducted in phases as summarized below :

(a) Phase 1 -- Finalization of Primary Documentation

Phase 1 involves finalization, approval and signature by all of the Parties, and authorization, as the case may be by ministerial arrête or letter and presidential decrees of this Agreement, the Amended and Restated Mining Convention and the By-Laws.

(b) Phase 2 -- Final Feasibility Study

The Feasibility Study based on the Revised Project will be prepared to normal industry standards, based on current costs and infrastructure conditions. Phase 2 will also include putting in place the re-establishment of SNEL power, SNCC rail, international sulfur supply and other transport contracts that were substantially in place between T.F.M. and third parties prior to 1999. Basic design level engineering will be conducted and detailed logistic planning for the Revised Project plant will be performed such that immediately upon Board approval, the

construction phase of the Revised Project will commence. Phase 2 is expected to take approximately 13 months following completion of Phase 1.

(c)

Phase 3 -- Revised Project Plant Construction

Upon the decision of the Class B Shareholders to commence construction of the Revised Project, site preparation and construction of the Revised Project plant will commence and is expected to take approximately 26 months. Copper production could come on stream in less than 22 months, with cobalt production to follow shortly thereafter. Such decision of the Class B Shareholders shall be notified to the State and Gécamines in accordance with Section 17.1 .

(d)

Phase 4 -- Expansion Study

Within 90 days following the Date of Commencement of Commercial Production, a feasibility study will be started for an expansion of the Revised Project mine and processing facilities. Subject to feasibility determinations, the actual size of this first expansion will be based on exploration or research results, expansion project economics, the strength of copper and cobalt metal markets, country conditions and financing factors.

(e)

Phase 5 -- First Major Expansion

Timing, design and construction of the first major expansion to the Revised Project facilities will be based on the expansion feasibility study produced in Phase 4.

(f)

Phase 6 -- Subsequent Expansions

It is the intent of the Parties to develop the Property to its fullest extent subject to normal feasibility determinations, and in a similar manner that shareholders of Lundin Holdings have developed other major operations around the world. Decisions on all expansions w

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