EX-10.2



 Exhibit 10.2 

EXECUTION VERSION 

CONFIDENTIALITY AGREEMENT 
 FREEPORT-MCMORAN
INC. 
 October 7, 2015 
  

	To:	Each of the persons or entities listed on Schedule A hereto (the “Icahn Group” or “you”) 


Ladies and Gentlemen: 
 This letter agreement
shall become effective upon the appointment of any Icahn Nominee to the Board of Directors (the “Board”) of Freeport-McMoRan Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have
the meanings given to such terms in the Nomination and Standstill Agreement (the “Nomination Agreement”), dated as of October 7, 2015, among the Company and the Icahn Group. Solely for purposes of this letter agreement, the
individual appointed to the Board of Directors of FCX Oil & Gas Inc. pursuant to Section 1(j) of the Nomination Agreement shall be deemed to be an Icahn Nominee upon such individual’s execution and delivery to the Company of a
signature page hereto (and, with respect to such individual, references herein to the “Board” shall be deemed to refer to the Board of Directors of FCX Oil & Gas Inc.). The Company understands and agrees that, subject to the terms
of, and in accordance with, this letter agreement, the Icahn Nominee may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter
defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information
is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the
restrictions in paragraph 2, the persons set forth on Schedule B hereto (collectively, the “Representatives”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates
that is furnished to you or your Representatives (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by any Icahn Nominee, or by or on behalf of the
Company, together with any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof containing, referring, relating to, based upon or derived from such information, in whole or in part
(collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth. 

1. The term “Evaluation Material” does not include information that (i) is or has become generally available to the public
other than as a result of a direct or indirect disclosure by you or your Representatives in violation of this letter agreement or any obligation of 

  
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confidentiality, (ii) was within your or any of your Representatives’ possession on a non-confidential basis prior to its being furnished to you by any Icahn Nominee, or by or on behalf
of the Company or its agents, representatives, attorneys, advisors, directors, officers or employees (collectively, the “Company Representatives”) or (iii) is received from a source other than any Icahn Nominee, the Company or
any of the Company Representatives; provided, that in the case of (ii) or (iii) above, the source of such information was not believed by you, after reasonable inquiry of the disclosing person, to be bound by a confidentiality
agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to such information at the time the information was disclosed to you. 

2. You and your Representatives will, and you will cause your Representatives to, (a) keep the Evaluation Material strictly confidential
and (b) not disclose any of the Evaluation Material in any manner whatsoever without the prior written consent of the Company; provided, however, that you may privately disclose any of such information: (A) to your
Representatives (i) who need to know such information for the sole purpose of advising you on your investment in the Company and (ii) who are informed by you of the confidential nature of such information; provided, further,
that you will be responsible for any violation of this letter agreement by your Representatives as if they were parties hereto; and (B) to the Company and the Company Representatives. It is understood and agreed that no Icahn Nominee shall
disclose to you or your Representatives any Legal Advice (as defined below) that may be included in the Evaluation Material with respect to which such disclosure may constitute waiver of the Company’s attorney client privilege or attorney work
product privilege. “Legal Advice” as used herein shall be solely and exclusively limited to the advice provided by legal counsel and shall not include factual information or the formulation or analysis of business strategy that is not
protected by the attorney-client or attorney work product privilege. 
 3. In the event that you or any of your Representatives are required
by applicable subpoena, legal process or other legal requirement to disclose any of the Evaluation Material, you will promptly notify (except where such notice would be legally prohibited) the Company in writing by facsimile and certified mail so
that the Company may seek a protective order or other appropriate remedy (and if the Company seeks such an order, you will provide such cooperation as the Company shall reasonably request), at its cost and expense. Nothing herein shall be deemed to
prevent you or your Representatives, as the case may be, from honoring a subpoena, legal process or other legal requirement that requires discovery, disclosure or production of the Evaluation Material if (a) you produce or disclose only that
portion of the Evaluation Material which your outside legal counsel of national standing advises you is legally required to be so produced or disclosed and you inform the recipient of such Evaluation Material of the existence of this letter
agreement and the confidential nature of such Evaluation Material; or (b) the Company consents in writing to having the Evaluation Material produced or disclosed pursuant to the subpoena, legal process or other legal requirement. In no event
will you or any of your Representatives oppose action by the Company to obtain a protective order or other relief to prevent the disclosure of the Evaluation Material or to obtain reliable assurance that confidential treatment will be afforded the
Evaluation Material. For the avoidance of doubt, it is understood that there shall be no “legal requirement” requiring you to disclose any Evaluation Material solely by virtue of the fact that, absent such disclosure, you would be
prohibited from purchasing, selling, or engaging in derivative or other voluntary transactions with respect to the Common Stock of the Company or otherwise proposing or making an offer to do any of the


  
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foregoing, or you would be unable to file any proxy materials in compliance with Section 14(a) of the Exchange Act or the rules promulgated thereunder. 

4. You acknowledge that (a) none of the Company or any of the Company Representatives makes any representation or warranty, express or
implied, as to the accuracy or completeness of any Evaluation Material, and (b) none of the Company or any of the Company Representatives shall have any liability to you or to any of your Representatives relating to or resulting from the use of
the Evaluation Material or any errors therein or omissions therefrom. You and your Representatives (or anyone acting on your or their behalf) shall not directly or indirectly initiate contact or communication with any executive or employee of the
Company other than the Chairman, Chief Executive Officer, Chief Executive Officer of the Oil & Gas business, Chief Financial Officer, Chief Administrative Officer, General Counsel, and/or such other persons approved in writing by the
foregoing or the Board concerning Evaluation Material, or to seek any information in connection therewith from any such person other than the foregoing, without the prior consent of the Company; provided, however, the restriction in this sentence
shall not in any way apply to any Icahn Nominee or other Board members, in each case acting in such capacity. 
 5. All Evaluation Material
shall remain the property of the Company. Neither you nor any of your Representatives shall by virtue of any disclosure of and/or your use of any Evaluation Material acquire any rights with respect thereto, all of which rights (including all
intellectual property rights) shall remain exclusively with the Company. Upon the request of the Company for any reason, you will promptly return to the Company or destroy all hard copies of the Evaluation Material and use commercially reasonable
efforts to permanently erase or delete all electronic copies of the Evaluation Material in your or any of your Representatives’ possession or control (and, upon the request of the Company, shall certify to the Company that such Evaluation
Material has been erased or deleted, as the case may be). Notwithstanding the return or erasure or deletion of Evaluation Material, you and your Representatives will continue to be bound by the obligations contained herein. 

6. You acknowledge, and will advise your Representatives, that the Evaluation Material may constitute material non-public information under
applicable federal and state securities laws, and that you shall not, and you shall use your commercially reasonable efforts to ensure that your Representatives, do not, trade or engage in any derivative or other transaction, on the basis of such
information in violation of such laws. 
 7. You hereby represent and warrant to the Company that (i) you have all requisite company
power and authority to execute and deliver this letter agreement and to perform your obligations hereunder, (ii) this letter agreement has been duly authorized, executed and delivered by you, and is a valid and binding obligation, enforceable
against you in accordance with its terms, (iii) this letter agreement will not result in a violation of any terms or conditions of any agreements to which you are a party or by which you may otherwise be bound or of any law, rule, license,
regulation, judgment, order or decree governing or affecting you, and (iv) your entry into this letter agreement does not require approval by any owners or holders of any equity or other interest in you (except as has already been obtained).


  
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 8. Any waiver by the Company of a breach of any provision of this letter agreement shall not
operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this letter agreement. The failure of the Company to insist upon strict adherence to any term of this letter agreement on one
or more occasions shall not be considered a waiver or deprive the Company of the right thereafter to insist upon strict adherence to that term or any other term of this letter agreement. 

9. You acknowledge and agree that the value of the Evaluation Material to the Company is unique and substantial, but may be impractical or
difficult to assess in monetary terms. You further acknowledge and agree that in the event of an actual or threatened violation of this letter agreement, immediate and irreparable harm or injury would be caused for which money damages would not be
an adequate remedy. Accordingly, you acknowledge and agree that, in addition to any and all other remedies which may be available to the Company at law or equity, the Company shall be entitled to an injunction or injunctions to prevent breaches of
this letter agreement and to enforce specifically the terms and provisions of this letter agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware. In the event that any action shall be brought in
equity to enforce the provisions of this letter agreement, you shall not allege, and you hereby waive the defense, that there is an adequate remedy at law. 

10. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or
state courts of the State of Delaware in the event any dispute arises out of this letter agreement or the transactions contemplated by this letter agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this letter agreement or the transactions contemplated by this letter agreement in any court other than the Court of Chancery or
other federal or state courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce
the terms by way of equitable relief, and (e) irrevocably consents to service of process by a reputable overnight delivery service, signature requested, to the address of such party’s principal place of business or as otherwise provided by
applicable law. THIS LETTER AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING
EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. 
 11. This letter agreement and the Nomination and Standstill Agreement contain the
entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral. This letter agreement may be amended only by an agreement in
writing executed by the parties hereto. 
 13. All notices, consents, requests, instructions, approvals and other communications provided
for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by both telecopy and electronic mail, 

  
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when such telecopy and electronic mail is transmitted to the telecopy number set forth below and the appropriate confirmation is received and sent to the electronic mail address set forth below
or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection: 

If to the Company: 

Freeport-McMoRan Inc. 333 North Central Avenue 

Phoenix, Arizona 85004-2189 

Facsimile: 602-366-7691 

Email:    Rick_McMillan@fmi.com 

Douglas_Currault@fmi.com 

Attention:     General Counsel 

Deputy General Counsel and Corporate Secretary 

With a copy to (which shall not constitute notice): 

Wachtell, Lipton, Rosen & Katz 

51 West 52nd Street 

New York, NY 10019 
 Facsimile:
212-403-2000 
 Email:    DEShapiro@wlrk.com 

JELevine@wlrk.com 

Attention:         David E. Shapiro 

      Jenna E. Levine 

If to the Icahn Group: 
 Icahn
Associates Holdings LLC 
 767 Fifth Avenue, 47th Floor 

New York, NY 10153 
 Facsimile:
212-750-5807 
 Email: KCozza@sfire.com 

Attention:        Keith Cozza 

With a copy to (which shall not constitute notice): 

Icahn Associates Holdings LLC 

767 Fifth Avenue, 47th Floor 

New York, NY 10153 

Facsimile:  917-591-3310 (Mr. Lynn) 

212-688-1158 (Mr. Pastor) 

Email: JLynn@sfire.com 

  
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 LPastor@sfire.com 

Attention:        Jesse Lynn 

         Louie Pastor 

14. If at any time subsequent to the date hereof, any provision of this letter agreement shall be held by any court of competent jurisdiction
to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this letter agreement.

 15. This letter agreement may be executed (including by facsimile or PDF) in two or more counterparts which together shall constitute a
single agreement. 
 16. This letter agreement and the rights and obligations herein may not be assigned or otherwise transferred, in whole
or in part, by you without the express written consent of the Company. This letter agreement, however, shall be binding on successors of the parties hereto. 

17. The Icahn Group shall cause any Replacement for an Icahn Nominee appointed to the Board pursuant to the Nomination Agreement to execute a
copy of this letter agreement. 
 18. This letter agreement shall expire two (2) years from the last date on which any Icahn Nominee
serves as a director of the Company; except that you shall maintain in accordance with the confidentiality obligations set forth herein any Evaluation Material constituting trade secrets for such longer time as such information constitutes a trade
secret of the Company as defined under 18 U.S.C. § 1839(3). 
 19. No licenses or rights under any patent, copyright, trademark, or
trade secret are granted or are to be implied by this letter agreement. 
 20. Each of the parties hereto acknowledges that it has been
represented by counsel of its choice throughout all negotiations that have preceded the execution of this letter agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated in
the drafting and preparation of this agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any
party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this agreement against any party that drafted or prepared it is of no application and is
hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this agreement shall be decided without regards to events of drafting or preparation. The term “including” shall in all instances be deemed
to mean “including without limitation.” 
 [Signature Pages Follow] 

  
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 Please confirm your agreement with the foregoing by signing and returning one copy of this letter agreement to
the undersigned, whereupon this letter agreement shall become a binding agreement between you and the Company. 
  

			
	Very truly yours,
	
	FREEPORT-MCMORAN INC.
		
	By:	 	 /s/ Kathleen L. Quirk

	Name:	 	Kathleen L. Quirk
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer


 [Signature Page to the Confidentiality Agreement between Freeport-McMoRan Inc. and Icahn Group] 







 Accepted and agreed as of the date first written above: 

 

			
	CARL C. ICAHN
	
	 /s/ Carl C. Icahn

	Carl C. Icahn
	
	ANDREW LANGHAM
	
	 /s/ Andrew Langham

	Andrew Langham
	
	COURTNEY MATHER
	
	 /s/ Courtney Mather

	Courtney Mather
	
	HIGH RIVER LIMITED PARTNERSHIP
	
	By: Hopper Investments LLC, its general partner
	By: Barberry Corp., its sole member
		
	By:	 	 /s/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	Secretary; Treasurer
	
	HOPPER INVESTMENTS LLC
	
	By: Barberry Corp., its sole member
		
	By:	 	 /s/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	Secretary; Treasurer
	
	BARBERRY CORP.
		
	By:	 	 /s/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	Secretary; Treasurer


 [Signature Page to the Confidentiality Agreement between Freeport-McMoRan Inc. and Icahn Group] 







 
			
	ICAHN PARTNERS LP
		
	By:	 	 /s/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	Chief Operating Officer
	
	ICAHN PARTNERS MASTER FUND LP
		
	By:	 	 /s/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	Chief Operating Officer
	
	ICAHN ENTERPRISES G.P. INC.
		
	By:	 	 /s/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	President; and Chief Executive Officer
	
	ICAHN ENTERPRISES HOLDINGS L.P.
	
	By: Icahn Enterprises G.P. Inc., its general partner
		
	By:	 	 /s/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	President; and Chief Executive Officer
	
	IPH GP LLC
		
	By:	 	 /s/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	Chief Operating Officer
	
	ICAHN CAPITAL LP
		
	By:	 	 /s/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	Chief Operating Officer
	
	ICAHN ONSHORE LP
		
	 By:
	 	 /s/ Keith Cozza

	 Name:
	 	Keith Cozza
	 Title:
	 	Chief Operating Officer


 [Signature Page to the Confidentiality Agreement between Freeport-McMoRan and Icahn Group] 







 
			
	ICAHN OFFSHORE LP
		
	By:	 	 /s/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	Chief Operating Officer
	
	BECKTON CORP
		
	By:	 	 /s/ Keith Cozza

	Name:	 	Keith Cozza
	Title:	 	Secretary; Treasurer


 [Signature Page to the Confidentiality Agreement between Freeport-McMoRan and Icahn Group] 







 SCHEDULE A 

CARL C. ICAHN 
 HIGH RIVER LIMITED PARTNERSHIP 

HOPPER INVESTMENTS LLC 
 BARBERRY CORP. 

ICAHN PARTNERS LP 
 ICAHN PARTNERS MASTER FUND LP 

ICAHN ENTERPRISES G.P. INC. 
 ICAHN ENTERPRISES HOLDINGS L.P.

 IPH GP LLC 
 ICAHN CAPITAL LP 

ICAHN ONSHORE LP 
 ICAHN OFFSHORE LP 

BECKTON CORP. 

  
 Schedule A 








 SCHEDULE B 

1. MR. CARL ICAHN 
 2. Any full-time employee of a member of the
Icahn Group or Icahn Associates Holding LLC (an indirect holding company of Carl Icahn)