**Exhibit
      10.15**





**McMoRan
      EXPLORATION CO.**


**ADJUSTED
      STOCK AWARD PLAN**





SECTION
      1




Purpose.
      The purpose of the McMoRan Exploration Co. Adjusted Stock Award Plan (the
“Plan”) is to provide for the issuance and administration of certain awards
      relating to common stock of the Company for the benefit certain persons in
      connection with the conversion of all outstanding shares of common stock of
      McMoRan Oil & Gas Co. (“MOXY”) and Freeport-McMoRan Sulphur Inc. (“FSC”),
      affiliates of the Company, into shares of common stock of the Company upon
      the
      mergers of MOXY and FSC into subsidiaries of the Company.




SECTION
      2




Definitions.
      As used in the Plan, the following terms shall have the meanings set forth
      below:




“Award”
      shall mean any Option or Limited Right granted under this Plan.




“Award
      Agreement” shall mean any written agreement, contract, notice or other
      instrument or document evidencing any Award, which may, but need not, be
      executed or acknowledged by a Participant.




“Board”
      shall mean the Board of Directors of the Company.




“Code”
      shall mean the Internal Revenue Code of 1986, as amended from time to
      time.




“Committee”
      shall mean, until otherwise determined by the Board, the Corporate Personnel
      Committee of the Board.




“Company”
      shall mean McMoRan Exploration Co.




“Designated
      Beneficiary” shall mean the beneficiary designated by the Participant, in a
      manner determined by the Committee, to receive the benefits due the Participant
      under the Plan in the event of the Participant’s death. In the absence of an
      effective designation by the Participant, Designated Beneficiary shall mean
      the
      Participant’s estate.




“Effective
      Time” shall mean the effective time of the Mergers.




“Eligible
      Individual” shall mean any person who immediately prior to the Effective Time
      holds a MOXY Award or an FSC Award.




“FSC
      Award” shall mean an option to purchase FSC common stock granted by FSC that is
      outstanding and unexercised immediately prior to the Effective
      Time.




“Limited
      Right” shall mean any right granted under Section 7 of the
      Plan.









“Mergers”
      shall mean the mergers of MOXY and FSC into subsidiaries of the
      Company.




“MOXY
      Award” shall mean any of the MOXY Options and MOXY SIUs.




“MOXY
      Option” shall mean an option to purchase MOXY common stock granted by MOXY that
      is outstanding and unexercised immediately prior to the Effective
      Time.




“MOXY
      SIU” shall mean a stock incentive unit granted under the MOXY Adjusted Stock
      Award Plan that is outstanding and unexercised immediately prior to the
      Effective Time.




“Offer”
      shall mean any tender offer, exchange offer or series of purchases or other
      acquisitions, or any combination of those transactions, as a result of which
      any
      person, or any two or more persons acting as a group, and all affiliates of
      such
      person or persons, shall own beneficially more than 40% of the Shares
      outstanding (exclusive of Shares held in the Company’s treasury or by the
      Company’s Subsidiaries).




“Offer
      Price” shall mean the highest price per Share paid in any Offer that is in
      effect at any time during the period beginning on the ninetieth day prior to
      the
      date on which a Limited Right is exercised and ending on and including the
      date
      of exercise of such Limited Right. Any securities or property that comprise
      all
      or a portion of the consideration paid for Shares in the Offer shall be valued
      in determining the Offer Price at the higher of (i) the valuation placed on
      such
      securities or property by the person or persons making such Offer, or (ii)
      the
      valuation, if any, placed on such securities or property by the Committee or
      the
      Board.




“Option”
      shall mean a nonqualified stock option granted under Section 6 of the
      Plan.




“Participant”
      shall mean any Eligible Individual granted an Award under the Plan.




“Person”
      shall mean any individual, corporation, limited liability company, partnership,
      association, joint-stock company, trust, unincorporated organization, government
      or political subdivision thereof or other entity.




“SEC”
      shall mean the Securities and Exchange Commission, including the staff thereof,
      or any successor thereto.




“Section
      162(m)” shall mean Section 162(m) of the Code and all regulations promulgated
      thereunder as in effect from time to time.




“Shares”
      shall mean the shares of common stock, par value $.01 per share, of the Company,
      including any attached preferred stock purchase rights, and such other
      securities of the Company or a Subsidiary as the Committee may from time to
      time
      designate.




“Subsidiary”
      shall mean any corporation, limited liability company or other entity in which
      the Company possesses directly or indirectly equity interests representing
      at
      least 50% of the total ordinary voting power or at least 50% of the total value
      of all classes of equity interests of such corporation, limited liability
      company or other entity.




2




SECTION
      3




Administration .
      The
      Plan shall be administered by the Committee. Subject to the terms of the Plan
      and applicable law, and in addition to other express powers and authorizations
      conferred on the Committee by the Plan, the Committee shall have full power
      and
      authority to interpret and administer the Plan and any instrument or agreement
      relating to, or Award made under, the Plan; establish, amend, suspend or waive
      such rules and regulations and appoint such agents as it shall deem appropriate
      for the proper administration of the Plan; and make any other determination
      and
      take any other action that the Committee deems necessary or desirable for the
      administration of the Plan. The Committee shall have no discretion relating
      to
      the timing, pricing and size of Awards granted under the Plan, which shall
      be
      determined in accordance with the provisions of Sections 6 and 7. Unless
      otherwise expressly provided in the Plan, all designations, determinations,
      interpretations and other decisions under or with respect to the Plan or any
      Award shall be within the sole discretion of the Committee, may be made at
      any
      time and shall be final, conclusive and binding upon all Persons, including
      the
      Company, any Subsidiary, any Participant, any holder or beneficiary of any
      Award, any stockholder of the Company and any Eligible Individual.




SECTION
      4




Eligibility .
      Each
      Eligible Individual shall be granted an Award in accordance with the provisions
      of the Plan.




SECTION
      5




(a)  Shares
      Available for Awards .
      Subject
      to adjustment as provided in Section 5(b):




(i)  Calculation
      of Number of Shares Available .
      The
      number of Shares with respect to which Awards may be granted under the Plan
      shall be such number of Shares as results from the application of the award
      formulas set forth in Sections 6 and 7. If, after the effective date of the
      Plan, an Award granted under the Plan expires or is exercised, forfeited,
      canceled or terminated without the delivery of Shares, then the Shares covered
      by such Award or to which such Award relates, or the number of Shares otherwise
      counted against the aggregate number of Shares with respect to which Awards
      may
      be granted, to the extent of any such expiration, exercise, forfeiture,
      cancellation or termination, shall not thereafter be available for grants or
      Awards under the Plan.




(ii)  Sources
      of Shares Deliverable Under Awards .
      Any
      Shares delivered pursuant to an Award may consist of authorized and unissued
      Shares or of treasury Shares, including Shares held by the Company or a
      Subsidiary and acquired in the open market or otherwise obtained by the Company
      or a Subsidiary.




(iii)  Individual
      Limit .
      Any
      provision of the Plan to the contrary notwithstanding, no individual may receive
      in any year Awards under the Plan, whether payable in cash or Shares, that
      relate to more than 350,000 Shares.




(b)  Adjustments .
      In the
      event that the Committee determines that any dividend or other distribution
      (whether in the form of cash, Shares, Subsidiary securities, other securities
      or




3




other
      property), recapitalization, stock split, reverse stock split, reorganization,
      merger, consolidation, split-up, spin-off, combination, repurchase or exchange
      of Shares or other securities of the Company, issuance of warrants or other
      rights to purchase Shares or other securities of the Company, or other similar
      corporate transaction or event affects the Shares such that an adjustment is
      determined by the Committee to be appropriate to prevent dilution or enlargement
      of the benefits or potential benefits intended to be made available under the
      Plan, then the Committee shall, in such manner as it may deem equitable, adjust
      any or all of (i) the number and type of Shares (or other securities or
      property) with respect to which Awards may be granted, (ii) the number and
      type
      of Shares (or other securities or property) subject to outstanding Awards,
      and
      (iii) the grant or exercise price with respect to any Award or, if deemed
      appropriate, make provision for a cash payment to the holder of an outstanding
      Award; provided ,
      that
      the number of Shares subject to any Award denominated in Shares shall always
      be
      a whole number.




SECTION
      6




(a)  Stock
      Options.




(i)  At
      the
      Effective Time, each holder of a MOXY Award shall receive an Option to purchase
      such number of Shares (disregarding any fractional Share) as such holder would
      be eligible to receive in the Mergers with respect to the number of shares
      of
      MOXY common stock subject to such MOXY Award if such holder were the owner
      of
      record of such MOXY shares immediately prior to the Effective Time. Except
      as
      set forth below in this Section 6(a)(i) and in Section 6(b), each such Option
      shall have the same remaining term and other terms and conditions (whether
      such
      terms and conditions are contained in the related MOXY Award agreement or notice
      or in the plan under which such MOXY Award was made) and shall be exercisable
      to
      the same extent as the MOXY Award from which it was derived, with such changes
      and modifications as are necessary to substitute the Company for MOXY as the
      issuer of the Option. Notwithstanding the foregoing, each such Option shall
      become immediately exercisable in full when there shall be a change in the
      composition of the Board at any time within two years after the Effective Time
      such that the persons who were directors of MOXY immediately prior to the
      Effective Time cease to constitute a majority of the Board.




(ii)  At
      the
      Effective Time, each holder of an FSC Award shall receive an Option to purchase
      such number of Shares (disregarding any fractional Share) as such holder would
      be eligible to receive in the Mergers with respect to the number of shares
      of
      FSC common stock subject to such FSC Award if such holder were the owner of
      record of such FSC shares immediately prior to the Effective Time. Except as
      set
      forth below in this Section 6(a)(ii) and in Section 6(b), each such Option
      shall
      have the same remaining term and other terms and conditions (whether such terms
      and conditions are contained in the related FSC Award agreement or notice or
      in
      the plan under which such FSC Award was made) and shall be exercisable to the
      same extent as the FSC Award from which it was derived, with such changes and
      modifications as are necessary to substitute the Company for FSC as the issuer
      of the Option. Notwithstanding the foregoing, each such Option shall become
      immediately exercisable in full when there shall be a change in the composition
      of the Board at any time within two years after the Effective Time such that
      the
      persons who were directors of FSC immediately prior to the Effective Time cease
      to constitute a majority of the Board.




4




(b)  Exercise
      Price .
      The per
      Share exercise price of each Option granted pursuant to Section 6(a)(i) shall
      be
      the per share exercise price or grant price of the MOXY Award from which such
      Option was derived divided by 0.2. The per Share exercise price of each Option
      granted pursuant to Section 6(a)(ii) shall be the per share exercise price
      of
      the FSC Award from which such Option was derived divided by 0.625.




(c)  Payment .
      No
      Shares shall be delivered pursuant to any exercise of an Option until payment
      in
      full of the option price therefor is received by the Company. Such payment
      may
      be made in cash, or its equivalent, or, if and to the extent permitted by the
      Committee, by applying cash amounts payable by the Company upon the exercise
      of
      such Option or other Awards by the holder thereof or by exchanging whole Shares
      owned by such holder (which are not the subject of any pledge or other security
      interest), or by a combination of the foregoing, provided that the combined
      value of all cash, cash equivalents, cash amounts so payable by the Company
      upon
      exercises of Awards and the fair market value of any such whole Shares so
      tendered to the Company, valued (in accordance with procedures established
      by
      the Committee) as of the effective date of such exercise, is at least equal
      to
      such option price.




SECTION
      7




(a)  Limited
      Rights.




(i)  Each
      holder of a MOXY Award shall receive, at the same time as and in tandem with
      each Option granted to such holder under Section 6(a)(i), Limited Rights equal
      in number to the number of Shares subject to such Option with which such Limited
      Rights are in tandem. Such Limited Rights shall have a grant price equal to
      the
      exercise price of the Options under Section 6 with which they are in tandem,
      and
      shall in all other respects contain the same terms and conditions as the
      agreement or notice pertaining to the MOXY Award from which they
      derived.




(ii)  Each
      holder of an FSC Award shall receive, at the same time as and in tandem with
      each Option granted to such holder under Section 6(a)(ii), Limited Rights equal
      in number to the number of Shares subject to such Option with which such Limited
      Rights are in tandem. Such Limited Rights shall have a grant price equal to
      the
      exercise price of the Options under Section 6 with which they are in tandem,
      and
      shall in all other respects contain the same terms and conditions as the
      agreement or notice pertaining to the FSC Award from which they
      derived.




(b)  (b) A
      Limited
      Right shall entitle the holder thereof to receive an amount equal to the excess,
      if any, of the Offer Price on the date of exercise of the Limited Right over
      the
      grant price. Any Limited Right may be settled in cash, Shares or a combination
      of cash and Shares, as determined by the Committee or the Board at the time
      of
      exercise, and shall only be exercisable during a period beginning not earlier
      than one day and ending not more than ninety days after the expiration date
      of
      an Offer.




SECTION
      8




(a)  Amendments
      to the Plan .
      The
      Board may amend, suspend or terminate the Plan or any portion thereof at any
      time, provided that no amendment shall be made without




5




stockholder
      approval if such approval is necessary to comply with any tax or regulatory
      requirement, including for these purposes any approval necessary to qualify
      Awards as “performance based” compensation under Section 162(m) or any successor
      provision if such qualification is deemed necessary or desirable by the
      Committee. Notwithstanding anything to the contrary contained herein, (i) the
      Committee may amend the Plan in such manner as may be necessary for the Plan
      to
      conform with local rules and regulations in any jurisdiction outside the United
      States and (ii) any amendment, suspension or termination made in accordance
      with
      this Section 8(a) that would adversely affect a holder’s rights under an Award
      made under the Plan may not be made without such holder’s consent.




(b)  Adjustment
      of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
      Events .
      The
      Committee is hereby authorized to make adjustments in the terms and conditions
      of, and the criteria included in, Awards in recognition of unusual or
      nonrecurring events (including, without limitation, the events described in
      Section 5(b) hereof) affecting the Company, or the financial statements of
      the
      Company or any Subsidiary, or of changes in applicable laws, regulations, or
      accounting principles, whenever the Committee determines that such adjustments
      are appropriate to prevent dilution or enlargement of the benefits or potential
      benefits intended to be made available under the Plan.




(c)  Cancellation .
      Any
      provision of this Plan or any Award Agreement to the contrary notwithstanding,
      the Committee may cause any Award granted hereunder to be canceled in
      consideration of a cash payment or alternative Award made to the holder of
      such
      canceled Award equal in value to such canceled Award. The determinations of
      value under this subsection shall be made by the Committee in its sole
      discretion.




SECTION
      9




(a)  Award
      Agreements .
      Each
      Award hereunder shall be evidenced by a writing delivered to the Participant
      that shall specify the terms and conditions thereof and any rules applicable
      thereto and that shall, in accordance with the provisions of the Plan, replicate
      as closely as possible the terms, conditions and other contractual attributes
      of
      the MOXY Award or FSC Award from which the Award is derived, as in effect
      immediately prior to the Effective Time.




(b)  Withholding .




(i)  (i)
      A
      Participant shall be required to pay to the Company, and the Company shall
      have
      the right to deduct from all amounts paid to a Participant (whether under the
      Plan or otherwise), any taxes required by law to be paid or withheld in respect
      of Awards hereunder to such Participant. The Committee may provide for
      additional cash payments to holders of Awards to defray or offset any tax
      arising from the grant, vesting, exercise or payment of any Award.




(ii)  At
      any
      time that a Participant is required to pay to the Company an amount required
      to
      be withheld under the applicable tax laws in connection with the issuance of
      Shares under the Plan, the Participant may, if permitted by the Committee,
      satisfy this obligation in whole or in part by delivering currently owned Shares
      or by electing (the “Election”) to have the Company withhold from the issuance
      Shares, which Shares shall have a value equal to the minimum amount required
      to
      be withheld. The value of the Shares delivered or withheld shall




6




be
      based
      on the fair market value of the Shares on the date as of which the amount of
      tax
      to be withheld shall be determined in accordance with applicable tax laws (the
      “Tax Date”).




(iii)  Each
      Election to have Shares withheld must be made prior to the Tax Date. If a
      Participant wishes to deliver Shares in payment of taxes, the Participant must
      so notify the Company prior to the Tax Date.




(c)  Transferability .
      No
      Awards granted hereunder may be transferred, pledged, assigned or otherwise
      encumbered by a Participant except: (i) by will; (ii) by the laws of descent
      and
      distribution; (iii) pursuant to a domestic relations order, as defined in the
      Code, if permitted by the Committee and so provided in the Award Agreement
      or an
      amendment thereto; or (iv) if permitted by the Committee and so provided in
      the
      Award Agreement or an amendment thereto, (a) to Immediate Family Members, (b)
      to
      a partnership in which Immediate Family Members, or entities in which Immediate
      Family Members are the owners, members or beneficiaries, as appropriate, are
      the
      partners, (c) to a limited liability company in which Immediate Family Members,
      or entities in which Immediate Family Members are the owners, members or
      beneficiaries, as appropriate, are the members, or (d) to a trust for the
      benefit of Immediate Family Members; provided, however, that no more than a *de
      minimus* beneficial interest in a partnership, limited liability company or trust
      described in (b), (c) or (d) above may be owned by a person who is not an
      Immediate Family Member or by an entity that is not beneficially owned solely
      by
      Immediate Family Members. “Immediate Family Members” shall be defined as the
      spouse and natural or adopted children or grandchildren of the Participant
      and
      their spouses. Any attempted assignment, transfer, pledge, hypothecation or
      other disposition of Awards, or levy of attachment or similar process upon
      Awards not specifically permitted herein, shall be null and void and without
      effect. The designation of a Designated Beneficiary shall not be a violation
      of
      this Section 9(c).




(d)  Share
      Certificates .
      All
      certificates for Shares or other securities delivered under the Plan pursuant
      to
      any Award or the exercise thereof shall be subject to such stop transfer orders
      and other restrictions as the Committee may deem advisable under the Plan or
      the
      rules, regulations, and other requirements of the SEC, any stock exchange upon
      which such Shares or other securities are then listed, and any applicable
      federal or state laws, and the Committee may cause a legend or legends to be
      put
      on any such certificates to make appropriate reference to such
      restrictions.




(e)  No
      Limit on Other Compensation Arrangements .
      Nothing
      contained in the Plan shall prevent the Company from adopting or continuing
      in
      effect other compensation arrangements, which may, but need not, provide for
      the
      grant of options and other types of Awards provided for hereunder (subject
      to
      stockholder approval of any such arrangement if approval is required), and
      such
      arrangements may be either generally applicable or applicable only in specific
      cases.




(f)  No
      Right to Employment .
      The
      grant of an Award shall not be construed as giving a Participant the right to be
      engaged or employed by or retained in the employ of the Company or any
      Subsidiary. The Company or any Subsidiary may at any time dismiss a Participant
      from engagement or employment, free from any liability or any claim under the
      Plan, unless otherwise




7




expressly
      provided in the Plan or in any Award Agreement or any agreement relating to
      the
      engagement or employment of the Participant by the Company or any
      Subsidiary.




(g)  Governing
      Law .
      The
      validity, construction, and effect of the Plan, any rules and regulations
      relating to the Plan and any Award Agreement shall be determined in accordance
      with the laws of the State of Delaware.




(h)  Severability .
      If any
      provision of the Plan or any Award is or becomes or is deemed to be invalid,
      illegal, or unenforceable in any jurisdiction or as to any Person or Award,
      or
      would disqualify the Plan or any Award under any law deemed applicable by the
      Committee, such provision shall be construed or deemed amended to conform to
      applicable laws, or if it cannot be construed or deemed amended without, in
      the
      determination of the Committee, materially altering the intent of the Plan
      or
      the Award, such provision shall be stricken as to such jurisdiction, Person
      or
      Award and the remainder of the Plan and any such Award shall remain in full
      force and effect.




(i)  No
      Trust or Fund Created .
      Neither
      the Plan nor any Award shall create or be construed to create a trust or
      separate fund of any kind or a fiduciary relationship between the Company and
      a
      Participant or any other Person. To the extent that any Person acquires a right
      to receive payments from the Company pursuant to an Award, such right shall
      be
      no greater than the right of any unsecured general creditor of the
      Company.




(j)  No
      Fractional Shares .
      No
      fractional Shares shall be issued or delivered pursuant to the Plan or any
      Award, and the Committee shall determine, in accordance with the terms of the
      Plan, as applicable, whether cash, other securities or other property shall
      be
      paid or transferred in lieu of any fractional Shares or whether such fractional
      Shares or any rights thereto shall be canceled, terminated, or otherwise
      eliminated.




(k)  Headings .
      Headings are given to the subsections of the Plan solely as a convenience to
      facilitate reference. Such headings shall not be deemed in any way material
      or
      relevant to the construction or interpretation of the Plan or any provision
      thereof.




SECTION
      10




Effective
      Date of the Plan .
      The
      Plan shall be effective as of the date of its approval by the stockholder of
      the
      Company.




SECTION
      11




Term
      of the Plan .
      Subject
      to Section 5(b), no Award shall be granted under the Plan except the Awards
      provided for in Sections 6 and 7. Awards granted hereunder shall continue until
      their respective expiration dates, and the authority of the Committee to
      administer, interpret, amend, alter, adjust, suspend, discontinue, or terminate,
      in accordance with the provisions of the Plan, any such Award or to waive any
      conditions or rights under any such Award shall extend until the latest such
      date.




8