**Exhibit 2.1****THIRD AMENDING AGREEMENT**          THIS THIRD AMENDING AGREEMENT made the 21st day of March, 2006B E T W E E N:       **INCO LIMITED**,    a corporation existing under the laws    of Canada,         (hereinafter called the “**Offeror**”),         - and -         **FALCONBRIDGE LIMITED**,    a corporation existing under the laws    of the Province of Ontario,         (hereinafter called the “**Company**”).            WHEREAS the Offeror mailed the Offer dated October 24, 2005 to purchase all outstanding CommonShares of the Company in accordance with Section 1.1(b) of the Support Agreement dated October 10,2005 entered into between the Offeror and the Company, as amended by Amending Agreement datedJanuary 12, 2006 and Second Amending Agreement dated February 20, 2006 (as amended, the “**SupportAgreement**”);          AND WHEREAS the written consent of the Offeror is required for the termination by the Companyof its shareholder rights plan dated as of September 22, 2005 (the **“Original Rights Plan”**) and forthe adoption by the Company of a new shareholder rights plan;          AND WHEREAS the Company has terminated the Original Rights Plan and adopted a new shareholderrights plan dated as of March 21, 2006 (the “**Rights Plan**”);          AND WHEREAS the Offeror has agreed to the Company’s termination of the Original Rights Planand adoption of the Rights Plan subject to the entering into of this Agreement;          NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants andagreements hereinafter set forth and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged by each party, the parties hereby covenant and agreeas follows:
 

 
- 2 -**1.** **Amendments to the Support Agreement** (a) Section 1.2(d) of the Support Agreement is hereby amended by deleting thereference to “September 22, 2005” where it appears in that section and substitutingtherefor a reference to “March 21, 2006” and, accordingly, the first sentence ofSection 1.2(d) shall now read as follows:“(d) The Company agrees that if the Offer is not, or ceases toqualify as, a “Permitted Bid” under the Company’s shareholder rights plandated as of March 21, 2006 (the “**Rights Plan**”), the Company willimmediately defer the separation time of the Rights (as defined in theRights Plan) in respect of the Offer and to continue to defer separationof the Rights with respect to the Offer.” (b) Section 1.1(d) of the Support Agreement is hereby amended by adding the followingas a final sentence to Section 1.1(d):“For further certainty, it is also understood and agreed that theOfferor may in its sole discretion at any time and from time to time,modify or vary the Offer, without the prior consent of the Company, bydeleting in its entirety the last paragraph of Section 7 of the Offer toPurchase, “Extension and Variation of the Offer”, which reads asfollows: “In circumstances where more than 50% of the then outstandingFalconbridge Shares held by “Independent Shareholders” (as defined inthe Shareholder Rights Plan) have been validly deposited under the Offerand not withdrawn, the Offeror may take up and pay for the depositedFalconbridge Shares (subject to the conditions of the Offer) but willmake a public announcement of that fact and the Offer will be extendedwith the result that the period during which Falconbridge Shares may bedeposited pursuant to the Offer will remain open for not less than 10days from the date of such public announcement.””**2.** **Consent**         The Offeror hereby consents to the termination of the Original Rights Plan and the adoption ofthe Rights Plan.**3.** **Confirmation of Support Agreement**         The Offeror and the Company hereby confirm that the Support Agreement remains in full forceand effect, unamended except as provided for in this Agreement.**4.** **Counterparts**         This Agreement may be executed in any number of counterparts, each of which shall be deemed tobe original and all of which taken together shall be deemed to constitute one and the sameinstrument, and it shall not be necessary in making proof of this Agreement to produce more thanone counterpart.

 

- 3 -IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first abovewritten, by the duly authorized representatives of the parties hereto.         **INCO LIMITED**         By:   *“Scott M. Hand”*         Name: Scott M. Hand    Title: Chairman and Chief Executive Officer   By:   *“Stuart F. Feiner”*         Name: Stuart F. Feiner    Title: Executive Vice President         **FALCONBRIDGE LIMITED**         By:   *“Jeffrey A. Snow”*         Name: Jeffrey A. Snow    Title: Senior Vice President & General Counsel   By:   *“Stephen Young”*         Name: Stephen Young    Title: Secretary