EXHIBIT 10.12



                                FREEPORT-MCMORAN INC.

                         PERFORMANCE INCENTIVE AWARDS PROGRAM


             1.  Purpose.   The purpose of the Performance Incentive Awards
          Program (the "Plan")  of Freeport-McMoRan Inc. (the "Company") is
          to  provide  greater  incentives   for  certain  key  management,
          professional  and  technical  employees   whose   performance  in
          fulfilling   the   responsibilities   of   their  positions   can
          significantly  affect  the  performance  of the  Company  or  its
          operating  units.  The  Plan  provides  an  opportunity  to  earn
          additional  compensation  in the form of cash incentive  payments
          based on the employee's individual performance and on the results
          achieved by the Company and  by  the  operating or staff unit for
          which the employee performs services.

             2.  Administration.  The Plan shall  be  administered  by  the
          Chairman  of  the  Board  of  the  Company  who  shall  have full
          authority to interpret the Plan and from time to time adopt rules
          and  regulations  for  carrying  out  the  Plan,  subject to such
          directions as the Corporate Personnel Committee (the "Committee")
          of  the  Company's  Board  of  Directors  may  give,  either   as
          guidelines  or  in  particular  cases.   In  connection  with his
          administration  of  the Plan, the Chairman of the Board may  seek
          the  views  and  recommendations   of   the  Company's  Operating
          Committee.

             3.  Eligibility for Participation.  Each  year the Chairman of
          the  Board  shall  select  the  key  managerial, professional  or
          technical employees of the Company or  of any of its subsidiaries
          who shall be eligible for participation  in  the Plan during that
          year.  The Chairman of the Board may in his discretion  make such
          selection,  in  whole  or in part, on the basis of minimum salary
          levels, or position-point levels.

             The selection of an employee  for  eligibility in a particular
          year  shall  not constitute entitlement either  to  an  incentive
          payment under  the  Plan  for  that  year  or  to  selection  for
          eligibility  in  any subsequent year.  Selection of employees for
          eligibility in a particular  year  will  ordinarily  be  made  in
          January  of that year, but selection of any employee or employees
          may be made at any subsequent time or times in such year.

             No officer  or  employee  shall  receive any incentive payment
          under the Plan for any year during which such officer or employee
          was a participant in the Freeport-McMoRan  Inc.  Annual Incentive
          Plan.

             4.  Determination  of  Target  Incentives.  At the  time  each
          employee is selected for eligibility in the Plan for a particular
          year,  the  Chairman  of  the  Board  shall  determine  a  target
          incentive  or  a  target incentive range for  the  employee  with
          respect  to  that  year.    Such  incentive  or  range  shall  be
          indicative  of the incentive payment  which  the  employee  might
          expect to receive  on  the  basis  of  strong performance by such
          employee,  by  the  Company and by such employee's  operating  or
          staff  unit, having regard  to  such  performance  standards  and
          objectives as may be established with respect to that year.

             5.  Cash  Incentive  Payments.  After the end of each year the
          Chairman of the Board shall  evaluate,  or cause to be evaluated,
          the performance of each employee selected  for  eligibility under
          the Plan for that year, as well as the performance of the Company
          and  the  employee's  operating  or  staff unit.  Based  on  such
          evaluation, the Chairman of the Board  shall  determine whether a
          cash  incentive payment shall be made to such employee  for  that
          year and,  if  so,  the  amount  of  such payment.  The aggregate
          amount of all such incentive payments  shall  be submitted to the
          Committee for its approval.  Subject to such approval,  each such
          payment  (less  applicable withholding and other taxes) shall  be
          made at such time established by the Chairman of the Board or the
          Committee after such  approval,  which shall in no event be later
          than February 28 of the year following  the  year  for  which the
          incentive payments are made.  An individual who has been  awarded
          an  incentive  payment for a particular year need not be employed
          by the Company or  any of its subsidiaries at the time of payment
          thereof to be eligible  to receive such payment.  Notwithstanding
          any of the foregoing to the  contrary,  if an individual selected
          for eligibility under the Plan for a particular year should cease
          to be employed by the Company and its subsidiaries for any reason
          prior to the end of such year, the Chairman  of  the  Board shall
          evaluate,  or  cause  to  be  evaluated, the performance of  such
          employee  and the employee's operating  or  staff  unit  for  the
          portion of  such  year  prior  to  such  cessation of employment.
          Based  on  such  evaluation,  the  Chairman of  the  Board  shall
          determine whether a cash incentive payment  shall be made to such
          employee for that year and, if so, the amount  of  such  payment.
          The  aggregate  amount  of  all such incentive payments shall  be
          submitted to the Committee for  its  approval.   Subject  to such
          approval,  each  such  payment  (less  applicable withholding and
          other  taxes)  shall  be  made at such time  established  by  the
          Chairman of the Board or the Committee after such approval, which
          may be made at any time during  the year for which such incentive
          payments are made but shall in no event be later than February 28
          of the year following such year.

             6.  Optional Deferral of Payments.   If,  prior  to  the  date
          established by the Chairman of the Board or the Committee for any
          year  for which incentive payments are made, an employee selected
          for participation  in the Plan shall so elect, in accordance with
          procedures established  by  the Chairman of the Board, all or any
          part of a cash incentive payment to such employee with respect to
          such year shall be deferred and  paid  in  one  or  more periodic
          installments, not in excess of ten, at such time or times  before
          or  after  the  date of such employee's Termination of Employment
          (as hereinafter defined), but not later than ten years after such
          date of Termination  of Employment, as shall be specified in such
          election.  If and only  if  any cash incentive payment or portion
          thereof is so deferred for payment  after December 31 of the year
          following the year for which the incentive  payment is made, such
          cash incentive payment or portion thereof, as  the  case  may be,
          shall,  commencing with January 1 of the year following the  year
          for which  the  incentive payment is made, be increased at a rate
          equal to the prime commercial lending rate announced from time to
          time by The Chase  Manhattan Bank, N.A. (compounded quarterly) or
          at such other rate and in such manner as shall be determined from
          time to time by the Committee.  If such employee's Termination of
          Employment occurs for  any  reason  other  than  early  or normal
          retirement  under  the  retirement  plan  of this corporation  or
          retirement  with  the  consent  of this corporation  outside  the
          retirement plan of this corporation  and  if, on the date of such
          Termination of Employment, there remain unpaid  any  installments
          of  cash incentive payments which have been deferred as  provided
          in this  Section  6,  the  Committee or the Chairman of the Board
          may,  in  its  or his discretion,  direct  the  payment  to  such
          employee of the aggregate amount of such unpaid installments in a
          lump sum, notwithstanding  such election.  Solely for purposes of
          this Section 6, the term "Termination  of  Employment" shall mean
          the cessation of the rendering of services,  whether or not as an
          employee, to any and all of the following entities:  the Company;
          any  subsidiary  of the Company; Freeport-McMoRan Copper  &  Gold
          Inc.; any subsidiary  of  Freeport-McMoRan  Copper  &  Gold Inc.;
          McMoRan  Oil & Gas Co.; any subsidiary of McMoRan Oil & Gas  Co.;
          any corporation  or  other entity in which any two or more of the
          aforementioned  entities   collectively   possess,   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  or other
          entity;  and  any  law  firm  rendering  services  to  any of the
          foregoing  entities  provided such law firm consists of at  least
          two or more members or associates who are or were officers of the
          Company, any subsidiary of the Company, Freeport-McMoRan Copper &
          Gold Inc., any subsidiary of Freeport-McMoRan Copper & Gold Inc.,
          McMoRan Oil & Gas Co., or any subsidiary of McMoRan Oil & Gas Co.

             7.  General Provisions.   The  selection  of  an  employee for
          participation in the Plan shall not give such employee  any right
          to  be  retained  in  the  employ  of  the  Company or any of its
          subsidiaries, and the right of the Company and of such subsidiary
          to  dismiss  or  discharge  any  such  employee  is  specifically
          reserved.  The  benefits  provided for employees under  the  Plan
          shall be in addition to, and  in  no way preclude, other forms of
          compensation to or in respect of such employee.

             8.  Amendment or Termination.  The  Committee may from time to
          time amend or at any time terminate the Plan.