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FOURTH AMENDING AGREEMENT
   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).
 Support Agreement
 Amended Offer




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1.
    
    Amendments to the Support Agreement
 (a)
    
    Section 1.1(a) of the Support Agreement is hereby amended by:
 (i)
    
    deleting the reference to Cdn. $34.00 where it appears in
clause (i) of Section 1.1(a) and substituting therefor a reference to Cdn.
$51.17;(ii)
    
    deleting the reference to Cdn. $2,872,648,913 where it appears
in Section 1.1(a) and substituting therefor a reference to Cdn. $4,786,678,875;(iii)
    
    deleting the reference to 0.6713 of a common share of the
Offeror where it appears in clause (ii) of Section 1.1(a) and substituting
therefor a reference to 0.6927 of a common share of the Offeror; and(iv)
    
    deleting the reference to 200,702,404 Offeror Shares where it
appears in Section 1.1(a) and substituting therefor a reference to 200,657,578
Offeror Shares.Accordingly, the first sentence of Section 1.1(a) shall now read as follows:
 The Offeror shall promptly publicly announce its intention to make an offer
and, subject to the terms and conditions set forth below, either make, or
cause a directly or indirectly wholly-owed subsidiary of the Offeror (the
Acquisition Company) to make, either alone, or jointly with the Offeror,
an offer (the Offer) to purchase all outstanding Common Shares (other than
those owned directly or indirectly by the Offeror), including Common Shares
issuable (and that, prior to the Expiry Time (as defined below) are actually
issued) upon the conversion, exchange or exercise of any securities of the
Company that are convertible into or exchangeable or exercisable for Common
Shares (the Convertible Securities) at a price per Common Share of: (i)
Cdn. $51.17 in cash; or (ii) 0.6927 of a common share of the Offeror (the
Offeror Shares) and Cdn. $0.05 in cash, at the election of the holder
thereof, but subject to an aggregate maximum of Cdn. $4,786,678,875 in cash
(the Cash Maximum) and an aggregate maximum of 200,657,578 Offeror Shares
(the Share Maximum) in accordance in all material respects with all
applicable securities Laws (as defined in Schedule B to this Agreement) in
Canada and the United States (collectively, Securities Laws).
 (b)
    
    Section 1.4 of the Support Agreement is hereby amended by deleting each
reference to 0.6723 where it appears in Section 1.4 and substituting therefor a
reference to 0.6934.(c)
    
    Section 5.2(a) of the Support Agreement is hereby amended by deleting the
definition of Superior Proposalwhere it appears in that section and replacing it
with the following definition:
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Superior Proposalmeans an unsolicited bona fideAcquisition Proposal
made by a third party to the Company in writing after the date hereof: (i)
to purchase or otherwise acquire, directly or indirectly, by means of a
merger, take-over bid, amalgamation, plan of arrangement, business
combination, consolidation, recapitalization, liquidation, winding-up or
similar transaction, all of the Common Shares and offering or making
available the same consideration in form and amount per Common Share to be
purchased or otherwise acquired; (ii) that is reasonably capable of being
completed without undue delay, taking into account all legal, financial,
regulatory (including U.S. Competition Authority and any Investment Canada
approval) and other aspects of such proposal and the party making such
proposal; (iii) in respect of which any required financing to complete
such Acquisition Proposal has been demonstrated to the satisfaction of the
Board of Directors, acting in good faith (after receipt of advice from its
financial advisors and outside legal counsel), will be obtained, (iv)
which is not subject to a due diligence and/or access condition which
would allow access to the books, records, personnel or properties of the
Company or any Subsidiary or their respective representatives beyond 5:00
p.m. (Eastern Standard Time) on the third day after which access is
afforded to the third party making the Acquisition Proposal (provided,
however, that the foregoing shall not restrict the ability of such third
party to continue to review information provided to it by the Company
during such three day period); (v) which is offered or made available to
all Shareholders in Canada and the United States; (vi) in respect of which
the Board of Directors determines in good faith (after receipt of advice
from its financial advisors with respect to (y) below and outside legal
counsel with respect to (x) below) that (x) failure to recommend such
Acquisition Proposal to Shareholders would be inconsistent with its
fiduciary duties and (y) which would, taking into account all of the terms
and conditions of such Acquisition Proposal, if consummated in accordance
with its terms (but not assuming away any risk of non-completion), result
in a transaction more favourable to Shareholders from a financial point of
view than the Offer (including any adjustment to the terms and conditions
of the Offer proposed by the Offeror pursuant to Section 5.2(g) below, and
taking into account the long-term value and anticipated synergies
anticipated to be realized as a result of the combination of the Offeror
and the Company); and (vii) that, subject to compliance with the
requirements of Section 5.2 of this Agreement, the Board of Directors has
determined to recommend to Shareholders.
 (d)
    
    Section 5.2(g)(iv) of the Support Agreement is hereby amended by deleting the
reference to seven business days where it appears in that section and substituting
therefor a reference to 10 business days and, accordingly, Section 5.2(g)(iv) shall now
read as follows:
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10 business days shall have elapsed from the later of the date the
Offeror received notice of the Companys proposed determination to
accept, approve, recommend or to enter into any agreement relating to
such Superior Proposal, and the date the Offeror received a copy of the
written proposal in respect of the Acquisition Proposal and, if the
Offeror has proposed to amend the terms of the Offer in accordance with
Section 5.2(h), the Board of Directors (after receiving advice from its
financial advisors and outside legal counsel) shall have determined in
good faith that the Acquisition Proposal is a Superior Proposal compared
to the proposed amendment to the terms of the Offer by the Offeror;.
 (e)
    
    Section 5.2(h) of the Support Agreement is hereby amended by deleting the
reference to seven business days where it appears in that section and substituting
therefor a reference to 10 business days and, accordingly, the first sentence of
Section 5.2(h) shall now read as follows:
 The Company acknowledges and agrees that, during the 10 business day
period referred to in Section 5.2(g)(iv) or such longer period as the
Company may approve for such purpose, the Offeror shall have the
opportunity, but not the obligation, to propose to amend the terms of the
Offer.
 (f)
    
    Section 5.3(a) of the Support Agreement is hereby amended by deleting the
definitions of Company Expense Payment, Company Termination Paymentand Offeror
Enhanced Expense Paymentwhere they appear in that section and replacing them with the
following definitions:
 Company Expense Paymentmeans U.S. $40 million;Company Termination Paymentmeans U.S. $450 million, less the amount,
if any, paid or payable by the Company to the Offeror as a Company
Expense Payment; andOfferor Enhanced Expense Paymentmeans U.S. $150 million.
 (g)
    
    Section 5.3(d) of the Support Agreement is hereby amended by deleting Section
5.3(d) in its entirety and substituting the following therefor:
 The Company shall forthwith pay the Offeror Enhanced Expense Payment to
the Offeror by way of a wire transfer in immediately available funds to
an account specified by the Offeror if: (i) the Offer is not completed as
a result of the Minimum Tender Condition not having been satisfied in
circumstances in which either the U.S./EC/Cdn. Clearances have been
obtained or such U.S./EC/Cdn. Clearances have not been obtained and the
Company has not complied with its covenants and obligations in Sections
1.7 and 5.1 (in either case,
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whether or not any other conditions of the Offer are also not satisfied)
and this Agreement is terminated pursuant to Section 6.1(d) unless: (A)
the non-satisfaction of the Minimum Tender Condition arises solely as a
result of a Material Adverse Change in respect of the Offeror which has
occurred since the date hereof; (B) the Board of Directors has determined
in good faith (after receipt of advice from its legal and financial
advisors) that: (x) a Material Adverse Change in the Offeror has occurred
since the date hereof; and (y) the failure to change the Boards
recommendation, or refusal to reaffirm such recommendation, would be
inconsistent with its fiduciary duties; and (C) the Offeror has filed, or
the Ontario Securities Commission has determined that it should have
filed, a Material Change Report in accordance with applicable Securities
Laws in respect of such Material Adverse Change; or (ii) any of the
events set forth in Sections 6.1(i) or (j) has occurred (for greater
certainty without requiring termination of the Agreement by the Offeror)
unless those events have occurred solely as a result of a Material
Adverse Change in respect of the Offeror which has occurred since the
date hereof; (B) the Board of Directors has determined in good faith
(after receipt of advice from its legal and financial advisors) that: (x)
a Material Adverse Change in the Offeror has occurred since the date
hereof; and (y) the failure to change the Boards recommendation, or
refusal to reaffirm such recommendation, would be inconsistent with its
fiduciary duties; and (C) the Offeror has filed, or the Ontario
Securities Commission has determined that it should have filed, a
Material Change Report in accordance with applicable Securities Laws in
respect of such Material Adverse Change.
 Moreover, in circumstances in which: (i) the Offeror Enhanced Expense
Payment is payable under this Section 5.3(d), if within 18 months of the
termination of this Agreement pursuant to Section 6.1(d) a Competing
Proposal is consummated, then the Company shall, prior to or concurrently
with the consummation of a Competing Proposal, pay to the Offeror the
Company Termination Payment (less the amount of the Offeror Enhanced
Expense Payment provided such latter amount has been paid to the
Offeror); and (ii) the Company Termination Payment is payable pursuant to
Section 5.3(b) and the Offeror has received the Offeror Enhanced Expense
Payment pursuant to this Section 5.3(d), the Company shall be permitted
to deduct from the amount of the Company Termination Payment the amount
of the Offeror Enhanced Expense Payment that has been received by the
Offeror.
 (h)
    
    Section 7.2 of the Support Agreement is hereby amended by deleting Section 7.2
in its entirety and substituting the following therefor:
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Except as required by applicable Law or applicable stock exchange
requirements, the Company shall not make any public announcement or
statement with respect to the Offer or this Agreement without the
approval of Offeror, such approval not to be unreasonably withheld or
delayed, except to the extent necessary to comply with Law or applicable
stock exchange requirements. Moreover, in any event, the Company agrees
to give prior notice to the Offeror of any public announcement relating
to the Offer or this Agreement and agrees to consult with the Offeror
prior to issuing each such public announcement. The Offeror shall use
reasonable commercial efforts to co-ordinate with the Company, and to
the extent practicable consult with the Company in advance with respect
to, the Offerors press releases and public comments with respect to
this Agreement.
 (i)
    
    Each of Section 7.8(g) and Section 7.8(h) of the Support Agreement, being the
definitions of Material Adverse Changeand Material Adverse Effect, respectively,
is hereby amended, in each case, by adding the words as amended after the word
Agreement where it appears in subparagraph (iii)(A).(j)
    
    Schedule B and Schedule C to the Support Agreement are hereby amended by adding
the word material before each of the words contracts and transactions where they
appear in paragraph (x) of Schedule B and Schedule C.
 2.
    
    Public Announcement of Fourth Amending Agreement
 
 3.
    
    Amended Offer
 Notice of Variation
 4.
    
    Company Approval of the Amended Offer
  (a)
    
    CIBC World Markets Inc. has delivered an oral opinion to the Board of Directors
to the effect that the consideration to be received under the Amended Offer is fair
from a financial point of view to all Shareholders (other than the Offeror);
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(b)
    
    the Board of Directors, upon consultation with its financial and legal
advisors, has unanimously determined that the price offered under the Amended Offer is
fair from a financial point of view to all Shareholders (other than the Offeror) and
that it is in the best interests of the Company for the Amended Offer to be made and
the Board of Directors to support it and, accordingly, has unanimously approved the
entering into of this Agreement and the making of a recommendation that Shareholders
(other than the Offeror) accept the Amended Offer. Each member of the Board of
Directors has agreed to support the Amended Offer and has agreed that the press release
to be issued by the Offeror announcing the Amended Offer may so state and that
references to such agreement may be made in the Amended Offer, the Notice of Variation
and any other documents relating to the Offer; provided, however, that references
herein to the unanimous determination and approval of the Board of Directors and to the
agreement of each of the Directors shall not include Directors who have declared a
conflict of interest and have not participated in any consideration of the Offer; and(c)
    
    the Company shall prepare and make available for distribution contemporaneously
and together with the Notice of Variation, in both the English and French languages as
circumstances may require, sufficient copies of a notice of change to its directors
circular relating to the Amended Offer (the Notice of Change), prepared in all
material respects in accordance with all applicable Securities Laws, which shall
reflect the foregoing determinations and recommendation, and the Company shall take all
other reasonable action to support the Offer. Prior to printing the Notice of Change,
the Company shall provide the Offeror with an opportunity to review and comment on it,
recognizing that whether or not such comments are appropriate will be determined by the
Company, acting reasonably. The Company shall file the Notice of Change and any other
documents required by all applicable Securities Laws in connection with the Notice of
Change with applicable securities regulatory authorities within the times and in the
manner required by all applicable Securities Laws.
 5.
    
    Initial Expiry Time
 Initial Expiry Time
 6.
    
    Confirmation of Support Agreement
  7.
    
    Counterparts
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INCO LIMITEDBy:

Scott
M. HandName:
    Scott M. HandTitle:
    Chairman and Chief Executive Officer By:

Simon
A. FishName:
    Simon A. FishTitle:
    Executive Vice-President,
General Counsel and Secretary FALCONBRIDGE LIMITEDBy:

Derek
PannellName:
    Derek PannellTitle:
    President and Chief Executive Officer By:

Jeffrey
A. SnowName:
    Jeffery A. SnowTitle:
    Senior Vice President and General Counsel - 9 -