Exhibit 10.25




FREEPORT-McMoRan
COPPER & GOLD INC.

DIRECTOR
COMPENSATION




Cash
Compensation 




Each
non-employee director and advisory director of Freeport-McMoRan Copper &
Gold Inc. receives
an annual fee of $40,000 for serving on the Board. Committee chairs receive an
additional annual fee as follows: Audit Committee, $15,000; Corporate Personnel
Committee and Public Policy Committee, $10,000; and Nominating and Corporate
Governance Committee, $5,000. 




Each
non-employee director and each advisory director receives a fee of $1,500 for
attending each board and committee meeting (for which he or she is a member) and
is reimbursed for reasonable out-of-pocket expenses incurred in attending such
meetings. Each employee director receives a fee of $1,500 for attending each
board meeting. 




2004
Director Compensation Plan




The 2004
Director Compensation Plan, which was approved by the stockholders at the 2004
annual meeting, is an equity compensation plan for non-employee directors and
advisory directors. Pursuant
to the plan, on June 1st of each
year, each non-employee director and advisory director receives a grant of
options to acquire 10,000 shares of our common stock and 2,000 restricted stock
units. The options are granted at fair market value on the grant date, vest
ratably over the first four anniversaries of the grant date and expire on the
tenth anniversary of the grant date. The restricted stock units also vest
ratably over the first four anniversaries of the grant date. 




In
addition, the plan provides that participants may elect to exchange all or a
portion of their annual fee for an equivalent number of shares of our common
stock on the payment date, based on the fair market value of our common stock on
such date. The plan further provides that participants may elect to defer all or
a portion of their annual fee and meeting fees, and that such deferred amounts
will accrue interest at a rate equal to the prime commercial lending rate
announced from time to time by JP Morgan Chase (compounded quarterly), and shall
be paid out at such time or times as directed by the participant. 




Matching
Gifts Program 




The
Freeport-McMoRan Foundation (the Foundation) administers a matching gifts
program that is available to our directors, officers, employees, full-time
consultants and retirees. Under the program, the Foundation will match a
participant’s gifts 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. The annual amount of our matching gifts for any director may not exceed
$40,000. 




Retirement
Plan for Non-Employee Directors




We have a
retirement plan for the benefit of our non-employee directors who reach age 65.
Under the retirement plan, an eligible director will be entitled to an annual
benefit equal to a percentage of the standard portion of our 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-employee 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 Freeport-McMoRan Inc., our former parent, and who did
not retire from that 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.