exv4w3






Exhibit 4.3




[FORM OF FACE OF SECURITY]




     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE
TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR
ALL PURPOSES.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



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CUSIP No.                     




Southern Copper Corporation

                    NOTES DUE 20     




	 	 	 
	No.      

	 	$                    

As revised by the Schedule of Increases or Decreases in Global Security attached hereto






     Interest. Southern Copper Corporation, a Delaware corporation (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of      
million dollars ($                    ), as revised by the Schedule of Increases or Decreases in Global
Security attached hereto, on                     , 20      and to pay interest thereon from                     , 20      or from
the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on                      and                      in each year, commencing                     , 20      at the rate
of           % per annum, until the principal hereof is paid or made available for payment.



     Method of Payment. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the
Record Date for such interest, which shall be                      or                     , as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice thereof having been given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, all as more fully provided in
said Indenture. Payment of the principal of (and premium, if any) and any such interest on this
Security will be made at the Corporate Trust Office in U.S. Dollars.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Authentication. Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.




	 	 	 	 	 
	 	SOUTHERN COPPER CORPORATION


 	 
	 	By:  	 	 
	 	 	Name:  	                     	 
	 	 	Title:  	                     	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 
	Date of authentication:                     	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee


 	 
	 	By:  	

 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



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[FORM OF REVERSE OF SECURITY]





     Indenture. This Security is one of a duly authorized issue of securities of the Company
(herein called the “Securities”), issued and to be issued in one or more series under an Indenture,
dated as of                     , 20     , as supplemented by a First Supplemental Indenture dated                     , 20     
(as so supplemented, herein called the “Indenture”), between the Company and Wells Fargo Bank,
National Association, as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof, initially limited in aggregate principal amount to
$                    .



     Optional Redemption. The Securities of this series are subject to redemption at the Company’s
option, at any time and from time to time, in whole or in part, at a Redemption Price equal to
                    .



     For purposes of determining the optional redemption price, the following definitions are
applicable:



                         



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each registered Holder of the Securities to be redeemed. Unless the Company
defaults in payment of the redemption price, on and after the Redemption Date, interest will cease
to accrue on the Securities or portions of the Securities called for redemption. If fewer than all
of the Securities are to be redeemed, the Trustee will select, not more than ___days prior to the
Redemption Date, the particular Securities or portions thereof for redemption from the outstanding
Securities not previously called by such method as the Trustee deems fair and appropriate.



     Except as set forth above, the Securities will not be redeemable by the Company prior to
maturity and will not be entitled to the benefit of any sinking fund.



     Defaults and Remedies. If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture.



     Amendment, Modification and Waiver. The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in aggregate principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their



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consequences. Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.




     Restrictive Covenants. The Indenture does not limit unsecured debt of the Company or any of
its Subsidiaries.



     Denominations, Transfer and Exchange. The Securities of this series are issuable only in
registered form without coupons in denominations of $2,000 and in integral multiples of $1,000 in
excess thereof. As provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount of Securities of
like tenor of a different authorized denomination, as requested by the Holder surrendering the
same.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registerable in the Security Register, upon surrender of this Security
for registration of transfer at the Registrar accompanied by a written request for transfer in form
satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Persons Deemed Owners. Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.



     Miscellaneous. The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the conflicts of law rules of
said State.



     All terms used in this Security and not defined herein shall have the meanings assigned to
them in the Indenture.



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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY




The following increases or decreases in this Global Security have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of decrease	 	 	Principal Amount of	 	 	 	 
	 	 	Amount of increase in	 	 	in Principal Amount	 	 	this Global Security	 	 	Signature of	 
	Date of	 	Principal Amount of	 	 	of this Global	 	 	following each	 	 	authorized signatory	 
	Exchange	 	this Global Security	 	 	Security	 	 	decrease or increase	 	 	of Trustee	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







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