Exhibit 10.1


Exhibit 10.1



AMENDMENT
NO. 1

TO

FREEPORT-McMoRan
COPPER & GOLD INC.

SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN







WHEREAS,
Freeport-McMoRan Copper & Gold Inc., a corporation organized and existing
under the laws of the State of Louisiana (“Employer”), adopted the
Freeport-McMoRan Copper & Gold Supplemental Executive Retirement Plan on
February 26, 2004, to provide for the payment of pension benefits to two
highly-compensated executive management employees;




WHEREAS,
the Employer reserved in the Corporate Personnel Committee of its Board of
Directors, as Plan Administrator, the authority to amend the Plan document, and
the Plan Administrator has decided to amend the Plan regarding the method for
determining the amount of the benefit.




NOW,
THEREFORE, the Plan is hereby amended as follows, effective January 1,
2005:




I.  

 

Section 7
of Article 3 of the Plan document is hereby amended to read in its entirety as
follows:

 

Final
Average Pay means the
sum of (a) the Participant’s average base pay from the Employer for the 3
calendar years (not necessarily consecutive) during the 5 calendar years
immediately preceding the Participant’s Termination of Employment that produces
the highest average, plus (b) the Participant’s average Bonus for the same
three years; provided however, that if the Termination of Employment occurs in
the year 2005 the average Bonus cannot exceed 180% of the average base pay, and
if the Termination of Employment occurs on or after January 1, 2006, the average
Bonus can not exceed 200% of the average base pay.

 

II.  

 

The
definition of the term “Compensation”, at Section 4 of Article 3 of the Plan
document is suppressed, and is replaced by a new defined term, “Bonus” as
follows:

 

Bonus for a
year means any Employer-paid annual incentive bonuses applicable to that year,
whether or not deferred, but not including long-term incentive payments and
other extraordinary compensation.

 

III.  

 

In no
event shall the changes made by this Amendment reduce a Participant’s benefit to
less than it would have been if the Participant’s Termination of Employment had
occurred on the date this amendment is adopted.

 




IN
WITNESS WHEREOF, this
Amendment No. 1 is hereby executed on behalf of Freeport-McMoRan Copper &
Gold Inc., by the undersigned Chairman of the Corporate Personnel Committee, on
this 3rd day of May, 2005.







WITNESSES:

FREEPORT-McMoRan
COPPER

AND
GOLD INC.

/s/ C.
Donald Whitmire, Jr. 




/s/
Mina E. Meric      By: /s/ H.
Devon Graham, Jr. _____________

                                                                                                         
Chairman,
Corporate Personnel Committee










STATE OF
LOUISIANA




PARISH OF
ORLEANS




Before me
the undersigned Notary Public, personally came and appeared H. Devon Graham,
Jr., to me known, who being sworn did depose and state that he did sign the
above and foregoing Amendment No. 1 to the Freeport-McMoRan Copper & Gold
Supplemental Executive Retirement Plan, on behalf of Freeport-McMoRan Copper
& Gold Inc., and in his capacity of Chairman of the Corporate Personnel
Committee, Plan Administrator, for the purposes therein set forth.







/s/ H.
Devon Graham, Jr.  






Sworn to
and signed before me 

this
3rd day of
May, 2005.







/s/
Douglas N. Currault II_____

NOTARY
PUBLIC