EXECUTION COPY

AMENDMENT dated as of October 9, 1996 (this "Amendment"), to the Credit Agreement dated as of June 30, 1995 (as heretofore amended, the "Credit Agreement"), among P.T. FREEPORT INDONESIA COMPANY, a limited liability company organized under the laws of Indonesia and also domesticated in Delaware ("FI"), FREEPORT-McMoRan COPPER & GOLD INC., a Delaware corporation ("FCX"), the undersigned financial institutions (collectively, the "Banks"), FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, a national banking association, as trustee under the FI Trust Agreement (in such capacity, the "FI Trustee"), THE CHASE MANHATTAN BANK (formerly Chemical Bank), a New York banking corporation ("Chase"), as administrative agent for the Banks (in such capacity, the "Administrative Agent"), as security agent for the Banks (in such capacity, the "Security Agent") under the Bank Security Documents (as defined below), and as security agent for the Banks and RTZ-IIL (in such capacity, the "JAA Security Agent") under the JAA Fiduciary Transfer and the JAA Fiduciary Power (as defined below), and THE CHASE MANHATTAN BANK (as successor to The Chase Manhattan Bank (National Association)), as documentary agent for the Banks (in such capacity, the "Documentary Agent"; the Administrative Agent, the Security Agent, the JAA Security Agent and the Documentary Agent being, collectively, the "Agents"). Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Credit Agreement.

Section 10.17 of the Credit Agreement contemplates that the Banks, FCX and FI shall agree on mutually satisfactory documentation to implement the RTZ Transaction, including the Participation Agreement, the RTZ Loan Agreement, the FI Intercreditor Agreement and the Final FI Security Documents. FI, FCX, the Banks and the Agents wish to enter into this Amendment to evidence their approval of the documents to be entered into in connection with the RTZ Transaction, to provide for certain amendments to the Credit Agreement to take into account such documents and to make certain other arrangements in connection with the RTZ Transaction.

By its execution and delivery of this Amendment, each Bank also wishes, in connection with the RTZ Transactions, to:

(a) authorize the Agents, on behalf of such Bank and the other Banks, to enter into the Agreement to Amend and Restate Trust Agreement dated as of the RTZ Closing Date among FI, FCX, RTZ, PT-RTZ, RTZ Lender, the Trustee, the Depositary, the Documentary Agent, the Security Agent, the JAA Security Agent and the Administrative Agent (the "AART") and the FI Intercreditor Agreement, Operator Replacement Agreement and Restated Trust Agreement referred to in the AART and to enter into the RTZ Side Letter and the Early Closing Documents;

(b) authorize Chase to act as Security Agent for the Banks under the Bank Security Agreement in the form attached as Exhibit A hereto, the Bank Surat Kuasa in the form attached as Exhibit B hereto and the Bank Fiduciary Assignment of Accounts Receivable in the form attached as Exhibit E hereto;

(c) authorize Chase to act as JAA Security Agent for the Banks and RTZ-IIL under the JAA Fiduciary Power in the form attached as Exhibit F hereto and the JAA Fiduciary Transfer in the form attached as Exhibit G hereto;

(d) approve the replacement of the Trustee as security agent under the Interim Fiduciary Transfer and the Interim Fiduciary Power by Chase in its capacity as Security Agent, together with the amendment and restatement of the Interim Fiduciary Transfer in the form attached as Exhibit C hereto and the Interim Fiduciary Power in the form attached as Exhibit D hereto, such amendments and restatements to be the Final Fiduciary Transfer and the Final Fiduciary Power, respectively, for all purposes of the Loan Documents;

(e) agree to submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in Manhattan solely for the purposes of suits, actions or proceedings to enforce the terms of the FI Intercreditor Agreement and authorize the Administrative Agent (acting as Representative of the Banks under the FI Intercreditor Agreement) to provide such submission to New York jurisdiction for such Bank pursuant to Section 16 of the FI Intercreditor Agreement;

(f) approve the release upon the RTZ Closing Date of the Banks' security interests (and authorize the FI Trustee to release such security interests) in the PT-RTZ Joint Venture Interests (as defined in the AART) pursuant to the AART, in order to permit their assignment to PT-RTZ pursuant to the Participation Agreement, the AART and the PT-RTZ COW Assignment;

(g) approve the release of the Banks' security interests in the rights of FI under the Contract of Work in respect of Contract Block B (as defined in the Contract of Work) and in any Greenfield Projects and Sole Risk Projects (as such terms are defined in the Participation Agreement) in Contract Block A (as defined in the Contract of Work) and authorize the Agents to effectuate such release of security interests, including instructing the FI Trustee to such effect; and

(h) authorize the Administrative Agent and the Documentary Agent, acting on behalf of such Bank and the other Banks, to subordinate the Banks' liens on the FIEC Interests (as defined in the Restated Trust Agreement) to the RTZ Lender's lien on the FIEC Interests on the terms of the FI Intercreditor Agreement.

Accordingly, FI, FCX, the Trustee, the Banks and the Agents agree as follows:

SECTION 1. Amendments to the Credit Agreement. Effective as of the Effective Date, the Credit Agreement is hereby amended as follows:

(a) Section 1.1 of the Credit Agreement is hereby amended by substituting the following modified definitions for the equivalent definitions which presently appear in such Section:

(i) "Contract of Work" means the Contract of Work made December 30, 1991, between the Ministry of Mines of the Government of the Republic of Indonesia, acting for and on behalf of the Government of the Republic of Indonesia, and FI, together with any related Implementation Agreement or Memorandum of Understanding with such Ministry of Mines acting on behalf of the Government of the Republic of Indonesia, after giving effect to the PT-RTZ COW Assignment, as such agreement may be implemented, supplemented or amended as permitted hereby from time to time.

(ii) "FI Intercreditor Agreement" means the Intercreditor Agreement entered into as of the RTZ Closing Date among the Administrative Agent on behalf of the Banks under the Corporate Group Facility, RTZ Lender, PT-RTZ and the FI Trustee substantially in the form attached to the AART as Exhibit B-1 thereto and attached hereto as Exhibit I, as such agreement may be amended and in effect from time to time.

(iii) "FI Security Documents" means the FI Trust Agreement, the Operator Replacement Agreement, the Surat Kuasa, the Fiduciary Assignment, the JAA Fiduciary Transfer, the JAA Fiduciary Power, the Bank Security Agreement, the Fiduciary Transfer, the Bank Fiduciary Assignment, the Fiduciary Power, the Bank Surat Kuasa and all Uniform Commercial Code financing statements and their Indonesian equivalents required to be filed hereunder or under the FI Security Documents.

(iv) "FI Trustee" means First Trust of New York, National Association, or any successor trustee, as trustee for FI, PT-RTZ and the Secured Creditors (including the Banks) pursuant to the FI Trust Agreement and, in such capacity, also as party to the Operator Replacement Agreement, the Surat Kuasa and the Fiduciary Assignment.

(v) "Final FI Trust Agreement" means the Restated Trust Agreement dated as of the RTZ Closing Date, among FI, PT-RTZ, the Depositary, the FI Trustee, the Administrative Agent and RTZ Lender, as amended and restated by the AART substantially in the form attached as Exhibit A thereto and attached hereto as Exhibit G-1, and as further amended and in effect from time to time thereafter.

(vi) "Final Fiduciary Assignment" means the Fiduciary Assignment of Accounts Receivable (Penyerahan Hak Atas Tagihan) dated the RTZ Closing Date, granted by FI and PT-RTZ to the FI Trustee substantially in the form attached to the AART as Exhibit E thereto and attached hereto as Exhibit G-5, as amended and in effect from time to time.

(vii) "Final Fiduciary Power" means the Second Amended and Restated Power of Attorney to Establish Fiduciary Transfer (Kuasa Untuk Memasang Penyerahan Hak Milik Fidusia) dated the RTZ Closing Date, granted by FI to the Security Agent, substantially in the form attached hereto as Exhibit G-4, and any additional or separate Fiduciary Power granted by FI to the Banks, acting through the Security Agent, with respect to specific or additional assets, in each case as further amended and in effect from time to time.

(viii) "Final Fiduciary Transfer" means the Second Amended and Restated Fiduciary Transfer of Assets (Penyerahan Hak Secara Fidusia) dated the RTZ Closing Date, granted by FI to the Banks, acting through the Security Agent, substantially in the form attached hereto as Exhibit G-3, and any additional or separate Fiduciary Transfer granted by FI to the Banks, acting through the Security Agent, with respect to specific or additional assets, in each case as further amended and in effect from time to time.

(ix) "Final Surat Kuasa" means the Surat Kuasa (Power of Attorney) dated the RTZ Closing Date, granted by FI and PT-RTZ to the FI Trustee substantially in the form attached as Annex I to the Operator Replacement Agreement and attached as Exhibit G-2 hereto, as amended and in effect from time to time.

(x) "Loan Documents" means the Amendment Agreement, the Corporate Group Facility, the Corporate Group Notes, the FI Intercreditor Agreement, the Side Letter, the Early Closing Documents, the AART, the FI Security Documents and all other agreements, certificates and instruments now or hereafter entered into in connection with any of the foregoing, in each case as amended and modified from time to time.

(xi) "Major Concentrate Sales Agreement" means any Concentrate Sales Agreement providing for sales during the term thereof of at least 75,000 metric tons of concentrate.

(xii) "Participation Agreement" means the Participation Agreement dated the RTZ Closing Date between FI and PT-RTZ substantially in the form attached to the AART as Exhibit J thereto, as amended from time to time as permitted by
Section 5.3.

(xiii) "RTZ Collateral" means the FIEC Interests pledged to RTZ Lender as contemplated by the RTZ Loan Agreement, the Final FI Trust Agreement and the FI Intercreditor Agreement.

(xiv) "RTZ Interests" means the interests of PT-RTZ in the Contract of Work and the Joint Account Assets (as such term is defined in the Participation Agreement) pursuant to the Participation Agreement and in the Concentrate Sales Agreements pursuant to the Final FI Trust Agreement, in each case as permitted by Section 5.3.

(xv) "RTZ Lender" means RTZ Indonesian Finance Limited, a company organized under the laws of England and a wholly owned subsidiary of RTZ.

(xvi) "RTZ Loan Agreement" means the Loan Agreement dated the RTZ Closing Date between FI and RTZ Lender substantially in the form attached to the AART as Exhibit K thereto, as amended from time to time as permitted by Section 5.3.

(xvii) "RTZ Release" means the Indonesian release document dated the RTZ Closing Date pursuant to which the Trustee releases the PT-RTZ Joint Venture Interests (as such term is defined in the Participation Agreement) from the Lien of the FI Security Documents as in effect prior to the RTZ Closing Date.

(xviii) "RTZ Transactions" means the transactions contemplated by the AART, the Participation Agreement, the Final FI Trust Agreement, the Operator Replacement Agreement, the RTZ Loan Agreement, the Side Letter, the Early Closing Documents, the RTZ Release and the FI Intercreditor Agreement, in each case to the extent permitted by Section 5.3.

(b) Section 1.1 of the Credit Agreement is hereby further amended by adding the following defined terms in the appropriate alphabetical order:

(i) "AART" means the Agreement to Amend and Restate Trust Agreement dated as of the RTZ Closing Date among FI, FCX, RTZ, PT-RTZ, RTZ Lender, the Trustee, the Administrative Agent, the Security Agent, the JAA Security Agent, the Documentary Agent and the Depositary.

(ii) "Bank Fiduciary Assignment" means the Second Amended and Restated Fiduciary Assignment of Accounts Receivable (the Penyerahan Hak Atas Tagihan) dated the RTZ Closing Date, granted by FI to the Banks, acting through the Security Agent, substantially in the form attached hereto as Exhibit G-8, and any additional or separate Fiduciary Assignment granted by FI to the Banks, acting through the Security Agent, with respect to specific or additional accounts receivable, in each case as further amended and in effect from time to time.

(iii) "Bank Security Agreement" means the Bank Security Agreement dated as of the RTZ Closing Date between FI and the Security Agent substantially in the form attached hereto as Exhibit G-6, as amended and in effect from time to time.

(iv) "Bank Security Documents" means the Bank Security Agreement, the Bank Surat Kuasa, the Fiduciary Transfer, the Fiduciary Power and the Bank Fiduciary Assignment.

(v) "Bank Surat Kuasa" means the Surat Kuasa (Power of Attorney) dated the RTZ Closing Date, granted by FI to the Security Agent substantially in the form attached hereto as Exhibit G-7, and any additional or separate Surat Kuasa granted by FI to the Banks, acting through the Security Agent, with respect to specific or additional assets, in each case as amended and in effect from time to time.

(vi) "Early Closing Agreement" means the Early Closing Agreement dated as of the RTZ Closing Date among FI, FCX, RTZ, PT-RTZ (as a company in formation under the laws of Indonesia), RTZ Jersey Investments One Limited, RTZ Jersey Nominees Limited, the Trustee, the Administrative Agent, the Security Agent, the JAA Security Agent and the Depositary, substantially in the form attached to the AART as Exhibit B-2 and attached hereto as Exhibit E.

(vii) "Early Closing Documents" means the (x) the Early Closing Agreement, (y) the related Ratifying Agreement between such parties in the form attached to such Early Closing Agreement as Schedule 1 thereto and (z) any additional or further agreement entered into on behalf of the Banks in connection with such agreement by the Agents in such form as approved by the Administrative Agent.

(viii) "FIEC Interests" means FI's interest in Incremental Expansion Cashflow (as such term is defined in the Participation Agreement) and FI's related rights pursuant to the Final FI Trust Agreement under the Concentrate Sales Agreements.

(ix) "JAA Fiduciary Power" means the Power of Attorney to Establish Fiduciary Transfer (Kuasa Untuk Memasang Penyerahan Hak Milik Fidusia) for Joint Account Assets dated the RTZ Closing Date, granted by FI and PT-RTZ to the Security Agent, substantially in the form attached hereto as Exhibit G-9, and any additional or separate Fiduciary Power granted by FI and PT-RTZ to the Security Agent with respect to the Joint Account Assets, in each case as further amended and in effect from time to time.

(x) "JAA Fiduciary Transfer" means the Fiduciary Transfer of Assets (Penyerahan Hak Secara Fidusia) for Joint Account Assets dated the RTZ Closing Date, granted by FI and PT-RTZ to the Security Agent, substantially in the form attached hereto as Exhibit G-10, and any additional or separate Fiduciary Transfer granted by FI and PT-RTZ to the Security Agent with respect to the Joint Account Assets, in each case as further amended and in effect from time to time.

(xi) "JAA Security Agent" means Chase, not in its individual capacity, but as JAA Security Agent for the Banks and RTZ under the JAA Fiduciary Power and the JAA Fiduciary Transfer.

(xii) "Operator Replacement Agreement" means the Operator Replacement Agreement dated as of the RTZ Closing Date among FI, PT-RTZ, the Trustee and the Administrative Agent (in its capacity as Operator Selection Representative) substantially in the form attached to the AART as Exhibit D thereto, as further amended and in effect from time to time.

(xiii) "Operator Selection Representative" means the Administrative Agent acting as the Operator Selection Representative under the Operator Replacement Agreement, pursuant to its designation in Section 10.17 as Operator Selection Representative, as confirmed in Annexes 1 and 2 to the Final FI Trust Agreement.

(xiv) "PT-RTZ COW Assignment" means the Assignment Agreement dated as of RTZ Closing Date between FI and PT-RTZ substantially in the form of Exhibit C to the AART pursuant to which FI assigns a partial undivided interest in the Contract of Work to PT-RTZ.

(xv) "Secured Creditors" means those secured lenders to FI (including the Banks) referred to in the Annexes to the Final FI Trust Agreement.

(xvi) "Security Agent" means Chase, not in its individual capacity, but as Security Agent for the Banks under the Bank Security Agreement, the Bank Surat Kuasa, the Bank Fiduciary Assignment, the Final Fiduciary Power and the Final Fiduciary Transfer.

(xvii) "Side Letter" means the agreement dated as of the RTZ Closing Date between FI, RTZ, PT-RTZ, RTZ Lender, RTZ-IIL, the Trustee, the JAA security Agent and certain secured creditors of FI, substantially in the form attached to the AART as Exhibit B-3 and as attached hereto as Exhibit H, as further amended and in effect from time to time.

(c) Section 2.1 of the Credit Agreement is hereby amended by the substitution of the words "Base Production (as such term is defined in the Final FI Trust Agreement) and, after the RTZ Lender loan is repaid in full and so long as the Banks have a first priority security interest in the FIEC Interests under the Final FI Trust Agreement, the FIEC Interests" for the words "assets of FI" at the end of the fourth sentence thereof.

(d) Section 5.l(h) of the Credit Agreement is hereby amended by adding the words ", the Security Agent and the JAA Security Agent, as applicable," after the words "FI Trustee" in each of the two places in which "FI Trustee" is used in clause (i) thereof and by amending clause (x) thereof to read as follows: "(x) the validity and effectiveness of the powers of attorney granted by the Surat Kuasa, the Bank Surat Kuasa, the Fiduciary Power and the JAA Fiduciary Power and the fiduciary transfers effectuated by the Fiduciary Transfer, the Fiduciary Assignment, the Bank Fiduciary Assignment and the JAA Fiduciary Transfer".

(e) Section 5.2(i) of the Credit Agreement is hereby amended by the addition of the words "after giving effect to the RTZ Transactions" after the words "Closing Date" appearing therein.

(f) Section 5.2(l) of the Credit Agreement is hereby amended by the addition of the words "and the guarantee provided in
Section 10(1) of the Implementation Agreement" after the words "FCX/FMPO Guarantee" appearing in the proviso to such Section.

(g) Section 5.3 of the Credit Agreement is hereby amended by:

(i) changing the clause subheadings "(i)" and "(ii)" in the first sentence thereof to "(I)" and "(II)", respectively;

(ii) adding the words "(including the Financial and Accounting Procedures thereunder)" following the first reference to "Participation Agreement" in clause (y) of such resubheaded clause (I) in such first sentence;

(iii) adding the words "(or could reasonably be expected to)" after the words "which would" appearing in such resubheaded clause (I) in such first sentence;

(iv) substituting the words "Section 7.5.1.1, 7.5.1.3 or 10.5 or Annex A" for the words "Section 10.5" in clause (i) in the second sentence thereof;

(v) adding the words "or Section 7 of the Early Closing Agreement" after the words "Implementation Agreement" in clause
(iv) in the second sentence thereof;

(vi) substituting ", (vi) agree to any reduction in annual production from Contract Block A (as defined in the Contract of Work), other than annual production from Greenfield Projects and Sole Risk Ventures (as such terms are defined in the Participation Agreement), which might foreseeably result in FI receiving cashflow after payment of all Operating Costs attributable to it which would not be sufficient to pay in full all its obligations, including under the Privatization Agreements (as such term is defined in the Participation Agreement) and the Loan Documents, as and when they are likely to come due, (vii) amend or agree to any amendment of any agreement to which the Administrative Agent has not also agreed if, as a result of such amendment, a term defined in the FI Intercreditor Agreement or the Side Letter by reference to a term defined in such amended agreement would be changed or (viii)" for the words "or (vi)" in the second sentence thereof; and

(vii) substituting the words "Final FI Trust Agreement" for the words "FI Trust Agreement" in the third sentence thereof.

(h) Section 6.1(c)(i) of the Credit Agreement is hereby amended by the substitution of the words "G-4, G-5, G-6, G-7, G-8, G-9 and G-10" for the words "G-4 and G-5" appearing therein.

(i) Section 6.1(c)(v) of the Credit Agreement is hereby amended by the substitution of the words "Jones, Walker, Waecter, Poitevent, Carrere & Denegre, LLP" for the words "Liskow & Lewis" appearing therein.

(j) Section 6.1(c)(vii)(C)(II) and Section 6.1(c)(vii)(C)(III) are each hereby amended by deleting the word "specimen" appearing therein.

(k) Section 7.1 of the Credit Agreement is hereby amended
(i) by the substitution of the words ", 5.3 or 10.17" for the words "or 5.3" in each of the two places appearing in paragraph (e) thereof and (ii) by the addition in clause (iii) of such Section 7.1 of the words ", including the giving of an Allocation Notice, Blockage Notice or Enforcement Notice under the Final FI Trust Agreement and/or the exercise by the Administrative Agent of its right pursuant to Section 10.17 to remove FI as Operator under the Contract of Work pursuant to the Operator Replacement Agreement" after the words "FI Security Documents" appearing therein.

(l) Section 8.1(a) of the Credit Agreement is hereby amended to read as follows:

"(a) For convenience of administration and to expedite the transactions contemplated by this Agreement, (i) Chase is hereby appointed as Administrative Agent under this Agreement and the other Loan Documents (including in its capacity as Operator Selection Representative under the Operator Replacement Agreement), (ii) Chase is hereby appointed as Security Agent for the Banks under this Agreement and the Bank Security Documents,
(iii) Chase is hereby appointed as JAA Security Agent for the Banks under this Agreement, the JAA Fiduciary Power and the JAA Fiduciary Transfer, (iv) Chase is hereby appointed as the Documentary Agent for the Banks under this Agreement and the other Loan Documents and (vi) First Trust of New York, National Association, is hereby appointed to act as FI Trustee for the Banks under the FI Trust Agreement, the Operator Replacement Agreement, the Surat Kuasa, the RTZ Release and the Fiduciary Assignment. Each Bank (x) confirms and agrees to be bound by the terms of the FI Trust Agreement, the FI Intercreditor Agreement and the other Loan Documents and (y) agrees that the FI Trustee in accepting its appointment and in acting under the FI Trust Agreement, the Operator Replacement Agreement, the Surat Kuasa, the RTZ Release and the Fiduciary Assignment shall be entitled to all the rights, immunities, privileges, protections, exculpations, indemnifications, liens and other benefits applicable to its acting as trustee under the FI Trust Agreement. None of the Agents shall have any duties or responsibilities except those expressly set forth herein or in the other Loan Documents. Each Bank, and each subsequent holder of any Promissory Note by its acceptance thereof, hereby irrevocably appoints and expressly authorizes the Agents, without hereby limiting any implied authority, to take such action as the Agents may deem appropriate on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to such Person by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Banks, without hereby limiting any implied authority, (A) to receive on behalf of the Banks all payments of principal of and interest on the Loans and all other amounts due to the Banks hereunder, and promptly to distribute to each Bank its proper share of each payment so received; (B) to give notice on behalf of the Banks to FI and FCX of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder or as directed by the Required Banks; and (C) to distribute to each Bank copies of all notices, financial statements and other materials delivered by FI or FCX pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Security Agent and the JAA Security Agent are hereby expressly authorized to execute any and all documents (including releases) with respect to the collateral under the Bank Security Documents, the JAA Fiduciary Power and the JAA Fiduciary Transfer (as applicable) and the rights of the secured parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Bank Security Documents. Each of the Administrative Agent, the Security Agent and the JAA Security Agent may exercise any of its duties hereunder by or through their respective agents, officers or employees. In addition, each Bank hereby irrevocably authorizes and directs (I) the Administrative Agent to enter, on behalf of each of them, into the AART, the Final FI Trust Agreement, the FI Intercreditor Agreement, the Operator Replacement Agreement, the Early Closing Documents and the Side Letter as contemplated pursuant to this Agreement, (II) the Security Agent to enter, on behalf of each of them, into the Bank Security Agreement, the Bank Surat Kuasa, the Fiduciary Transfer, the Fiduciary Power, the Bank Fiduciary Assignment, the FI Intercreditor Agreement, the Operator Replacement Agreement, the Early Closing Documents and the Side Letter, (III) the JAA Security Agent to enter, into on behalf of each of them, into the JAA Fiduciary Power, into the JAA Fiduciary Transfer, the Early Closing Documents and the Side Letter, (IV) the FI Trustee to enter, on behalf of each of them, into the Operator Replacement Agreement, the Surat Kuasa, the Fiduciary Assignment, the Early Closing Documents, the RTZ Release and the Side Letter and (V) the Documentary Agent to enter, on behalf of each of them, into the AART, the Early Closing Documents and the Side Letter, and in each case agrees to be bound by the terms thereof."

(m) Section 8.1(c) of the Credit Agreement is hereby amended by substituting the words "a party to the Operator Replacement Agreement, the Surat Kuasa and the Fiduciary Assignment to the extent representing the interests of the Banks" for the words "security agent under the FI Security Documents" appearing in the parenthetical phrase in the first sentence thereof.

(n) Sections 8.1(e), 8.1(f) and 8.1(g) of the Credit Agreement are hereby amended by adding the words ", Security Agent, JAA Security Agent" after the words "Administrative Agent" in each place where such phrase appears in such Sections.

(o) Section 8.1(h) of the Credit Agreement is hereby amended to read as follows:

"(h) Without the prior written consent of the Required Banks but subject to Section 10.7(b), the Administrative Agent, the Security Agent and the JAA Security Agent will not, except as contemplated by Section 8.1(j), consent to any modification, supplement or waiver of the FI Intercreditor Agreement, the Bank Security Documents, the FI Trust Agreement, the Operator Replacement Agreement, the JAA Fiduciary Power or the JAA Fiduciary Transfer and the FI Trustee will not consent to any modification, supplement or waiver of the FI Trust Agreement, the Operator Replacement Agreement, the Surat Kuasa, the RTZ Release or the Fiduciary Assignment."

(p) Section 8.1(j) of the Credit Agreement is hereby amended by (x) substituting the following for the opening phrase appearing prior to the existing clause (i) thereof:

"Notwithstanding any other provision of this Section 8.1, the Administrative Agent will, at the request of FI, instruct the FI Trustee and/or the Security Agent, as applicable, to release (or to subordinate such interest) from the FI Trust Agreement and/or the Bank Security Agreement and/or the other FI Security Documents, as applicable (and enter into an amendment to the FI Trust Agreement and/or the Bank Security Agreement and/or the other FI Security Documents and execute such other instruments as may be necessary in connection therewith), any interest of the FI Trustee and/or the Security Agent, as applicable, in"

and (y) the deletion of clauses (i) and (ii) thereof and the renumbering of clauses (iii), (iv) and (v) as (i), (ii)and (iii), respectively, and by changing the reference to "clauses (iii) and
(iv)" in the last sentence thereof to a reference to "clauses (i) and (ii)".

(q) Section 10.17 of the Credit Agreement is hereby amended to read in its entirety as follows:

"SECTION 10.17 RTZ Transactions. The Agents and the Banks acknowledge that FI and FCX have agreed pursuant to the Implementation Agreement to enter into the RTZ Transactions. The Banks, FI and FCX have, pursuant to the Amendment dated as of October 9, 1996, to this Agreement, agreed upon and approved the documentation to be entered into by FI in connection with the foregoing as required by this Agreement as in effect prior to the RTZ Closing Date. FI hereby (i) appoints the Administrative Agent to be the Operator Selection Representative for all purposes of the Final FI Trust Agreement, the Operator Replacement Agreement and the Surat Kuasa and (ii) irrevocably and unconditionally agrees that upon the occurrence of an Event of Default, the Administrative Agent may, in addition to any other remedy available hereunder or under any other Loan Document, remove FI as Operator under the Contract of Work and appoint a replacement Operator, which shall be PT-RTZ or an Affiliate of PT-RTZ designated by PT-RTZ if PT-RTZ timely elects to exercise its designation rights provided in Section 2(a) of the Operator Replacement Agreement and meets the other conditions to such designation right set forth in such Section 2(a). FI also irrevocably and unconditionally agrees that the Administrative Agent, acting as the Operator Selection Representative under the Final FI Trust Agreement, the Operator Replacement Agreement and the Surat Kuasa, shall also have the right to designate a successor Operator under the circumstances provided in Section 2(b) of the Operator Replacement Agreement. FI further agrees that it will not appoint any other Operator Selection Representative other than the Administrative Agent (or, except as provided to PT-RTZ in the Participation Agreement, grant any other Person the right to remove FI (or any successor operator for the Project) as Operator under any circumstances) and that it will not approve or enter into any management agreement with a successor Operator appointed under the Operator Replacement Agreement unless and until the Administrative Agent has approved the terms of such management agreement. FI also agrees that the Administrative Agent shall be entitled to exercise FI's rights under the Participation Agreement (including the financial and accounting procedures) referred to in Section 6(c) of the FI Intercreditor Agreement to the exclusion of FI after the occurrence of an Event of Default, in addition to the other rights and remedies available to the Agents and the Banks under the Loan Documents and applicable law. Each of the Agents, the Banks, FI and FCX acknowledge that the Final FI Trust Agreement will not terminate prior to termination of the Participation Agreement."

(r) The Final FI Trust Agreement in the form attached as Exhibit A to the AART is hereby added to the Credit Agreement as Exhibit G-1 thereto, the FI Intercreditor Agreement in the form attached as Exhibit B-1 to the AART is hereby added to the Credit Agreement as Exhibit I thereto, the Surat Kuasa in the form attached as Exhibit I to the Operator Replacement Agreement is hereby added to the Credit Agreement as Exhibit G-2 thereto, the Fiduciary Assignment in the form attached as Exhibit E to the AART is hereby added to the Credit Agreement as Exhibit G-3 thereto, the Early Closing Agreement (including Schedule 1 thereto) in the form attached as Exhibit B-2 to the AART are hereby added to the Credit Agreement as Exhibit E thereto, the Side Agreement in the form attached as Exhibit B-3 to the AART is hereby added to the Credit Agreement as Exhibit H thereto, and Exhibits A, B, C, D and E to this Amendment are hereby added to the Credit Agreement as Exhibits G-6, G-7, G-8, G-9 and G-10 thereto, respectively.

SECTION 2. Authorizations to the Agents; Agreement to Submit to Jurisdiction. (a) Each Bank hereby (i) authorizes the Administrative Agent and Documentary Agent, acting on behalf of such Bank and the other Banks, to enter into and perform the FI Intercreditor Agreement, the Final FI Trust Agreement, the Operator Replacement Agreement, the Side Letter, the Early Closing Documents and the AART (including the subordination of the Banks' lien on the FIEC Interests to RTZ Lender's lien on the FIEC Interests on the terms of the FI Intercreditor Agreement), (ii) authorizes the Trustee to release all the security interests of the Banks in the PT-RTZ Joint Venture Interests upon the Closing pursuant to the AART and the RTZ Release, in order to permit their assignment to PT-RTZ pursuant to the Participation Agreement, the AART and the PT-RTZ COW Assignment,
(iii) appoints Chase as the Security Agent for such Bank and the other Banks and authorizes the Security Agent to enter into and perform the Bank Security Agreement, the Bank Surat Kuasa, the Fiduciary Transfer, the Fiduciary Power and the Bank Fiduciary Assignment for the benefit of such Bank and the other Banks, (iv) appoints Chase as the JAA Security Agent for such Bank and the other Banks and authorizes the JAA Security Agent to enter into and perform the JAA Fiduciary Transfer, the JAA Fiduciary Power and the Side Letter for the benefit of such Bank and the other Banks, (v) consents to RTZ Lender and the Trustee (acting on behalf of RTZ Lender) taking Remedial Actions against the RTZ Lender Collateral (as such terms are defined in the FI Intercreditor Agreement) as provided in the RTZ Loan Agreement and the Final FI Trust Agreement, and (vi) consents to FI entering into and performing the transactions contemplated by the Transaction Documents (as such term is defined in the AART) to which it is a party, including the entry into and performance of the Participation Agreement, the incurrence of the RTZ Loan and FI's granting the RTZ Lender Lien to RTZ Lender on the terms of the Final FI Trust Agreement, in accordance with Sections 5.3 and 10.17.

(b) Each Bank also hereby agrees to submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in Manhattan solely for the purposes of suits, actions or proceedings to enforce the terms of the FI Intercreditor Agreement and authorizes the Administrative Agent (acting as Representative of the Banks under the FI Intercreditor Agreement) to provide such submission to New York jurisdiction on behalf of such Bank pursuant to Section 16 of the FI Intercreditor Agreement.

SECTION 3. Conditions to Effectiveness. (a) This Amendment shall become effective on the date that each of the following conditions shall have been satisfied (such date of effectiveness being the "Effective Date"):

(a) receipt by Cravath, Swaine & Moore, special counsel for the Banks, of executed counterparts of this Amendment which, when taken together, bear the signatures of FI, FCX, the Trustee, the Agents and each Bank;

(b) the representations and warranties on the part of FI and FCX contained in Article IV of the Credit Agreement shall be true and correct in all material respects at and as of the Effective Date as though made on and as of such date;

(c) FI and FCX shall be in compliance with all the terms and provisions set forth in this Amendment and the Credit Agreement to be observed or performed on their part, and as of the Effective Date, no Event of Default nor any event which upon notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing;

(d) all legal matters incident to this Amendment shall be satisfactory to Cravath, Swaine & Moore, special counsel for the Banks; and

(e) the conditions to closing set forth in Section 6 of the AART and in Section 6.1(c) of the FCX Credit Agreement shall have duly occurred or been waived by the Required Banks;

provided, however, that FI shall not be entitled to borrow under the Credit Agreement until FI shall provide the Administrative Agent with a certified copy of the shareholders resolution referred to in Section 6(b) hereof, together with an opinion of counsel reasonably satisfactory to the Administrative Agent as to the validity and effectiveness of such resolution.

SECTION 4. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.

SECTION 5. Limited Effect of Amendment. Section 1 hereof constitutes an amendment of the Credit Agreement effective as of the Effective Date. Except as, and until, expressly amended by such
Section 1 as of the Effective Date, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in effect prior to the Effective Date. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Banks and the Agents under the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to in Section 1 hereof.

SECTION 6. Representations and Covenants. (a) FCX and FI jointly represent and warrant to the Agents and the Banks that (i) at a meeting to be held on October 11, 1996, the FI Board of Commissioners will duly call an Extraordinary General Meeting of Shareholders of FI to be held on October 21, 1996, for the purpose, inter alia, of approving and ratifying the encumbrance of FI's assets under the FI Security Documents executed at the Closing as security for the Company's indebtedness, including indebtedness incurred under the Corporate Group Facility; and (ii) FCX is the owner of 184,890 FI shares, constituting 81.27% of the issued and outstanding shares issued by FI, and which are sufficient to approve and ratify such encumbrance without the vote of any other shareholder.

(b) FCX covenants and agrees with the Agents and the Banks that an Extraordinary General Meeting of Shareholders of FI will be held not later than November 11, 1996, at which FCX shall vote the 184,890 FI shares owned by it in favor of the resolution approving and ratifying the encumbrance of FI's assets under the FI Security Documents executed at the Closing as security for the Company's indebtedness, including indebtedness incurred under the Corporate Group Facility.

SECTION 7. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 8. Expenses. FI and FCX jointly and severally shall pay all out-of-pocket expenses incurred by the Agents in connection with the preparation of this Amendment, including, but not limited to, the reasonable fees and disbursements of Cravath, Swaine & Moore, special counsel for the Agents, and Mochtar, Karuwin & Komar, special Indonesian counsel to the Agents.

SECTION 9. Headings. The headings of this Amendment are for reference only and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers or agents as of the date first above written.

P.T. FREEPORT INDONESIA COMPANY,

by /s/ R. Foster Duncan
   -----------------------------------
   Name: R. Foster Duncan
   Title: Treasurer

FREEPORT-McMoRan COPPER & GOLD INC.,

by /s/ R. Foster Duncan
   -----------------------------------
   Name: R. Foster Duncan
   Title: Treasurer

FIRST TRUST OF NEW YORK, NATIONAL
ASSOCIATION, as FI Trustee,

by /s/ Ward A. Spooner
   -----------------------------------
   Name: Ward A. Spooner
   Title: Treasurer

THE CHASE MANHATTAN BANK, individually and as Administrative Agent, Security Agent, JAA Security Agent and Documentary Agent,

by /s/ James H. Ramage
   -----------------------------------
   Name: James H. Ramage
   Title: Vice President

ABN AMRO BANK N.V., HOUSTON AGENCY,
by ABN AMRO NORTH AMERICA, INC., as
Agent for ABN AMRO BANK N.V.,

by /s/ H. Gene Sniels
   -----------------------------------
   Name: H. Gene Sniels
   Title: V.P. and Director

by /s/ Mike Oakes
   -----------------------------------
   Name: Mike Oakes
   Title: Vice President

ARAB BANKING CORPORATION (B.S.C.),

by /s/ Stephen A. Plauche
   -----------------------------------
   Name: Stephen A. Plauche
   Title: Vice President

AUSTRALIA AND NEW ZEALAND BANKING GROUP
LIMITED, CAYMAN ISLANDS BRANCH,

by /s/ Paul Clifford
   -----------------------------------
   Name: Paul Clifford
   Title: Vice President

BANK AUSTRIA AKTIENGESELLSCHAFT,

by /s/ J. Anthony Seay
   -----------------------------------
   Name: J. Anthony Seay
   Title: Vice President

by /s/ Mark Nolan
   -----------------------------------
   Name: Mark Nolan
   Title: Assistant Vice President

BANK OF AMERICA ILLINOIS,

by /s/ James E. Flough
   -----------------------------------
   Name: James E. Flough
   Title: Managing Director

BANK OF MONTREAL,

by /s/ Michael P. Sassos
   -----------------------------------
   Name: Michael P. Sassos
   Title: Director

THE BANK OF NOVA SCOTIA,

by /s/ F.C.H. Ashby
   -----------------------------------
   Name: F.C.H. Ashby
   Title: Senior Manager Loan Operations

THE BANK OF TOKYO-MITSUBISHI, LTD. HOUSTON AGENCY,

by /s/ John W. McGhee
   -----------------------------------
   Name: John W. McGhee
   Title: Vice President and Manager

BANQUE NATIONALE DE PARIS,

by /s/ John L. Stacy
   -----------------------------------
   Name: John L. Stacy
   Title: Vice President

BANQUE PARIBAS,

by /s/ Brian Malone
   -----------------------------------
   Name: Brian Malone
   Title: Vice President

by /s/ Marian Livingston
   -----------------------------------
   Name: Marian Livingston
   Title: Vice President

BARCLAYS BANK PLC,

by /s/ Carol A. Cowan
   -----------------------------------
   Name: Carol A. Cowan
   Title: Director

CHRISTIANIA BANK OG KREDITKASSE,

by /s/ Peter M. Dodge
   -----------------------------------
   Name: Peter M. Dodge
   Title: First Vice President

by /s/ Hans Chr. Kjelsrud
   -----------------------------------
   Name: Hans Chr. Kjelsrud
   Title: Vice President

DAI-ICHI KANGYO BANK, LTD.,

by /s/ Masayoshi Komaki
   -----------------------------------
   Name: Masayosji Komaki
   Title: Assistant Vice President

DEUTSCHE BANK, AG, NEW YORK AND/OR CAYMAN
ISLANDS BRANCHES,

Title:

Title:

DEUTSCHE BANK, AG, SINGAPORE BRANCH,

Title:

Title:

DRESDNER BANK AG, NEW YORK BRANCH AND GRAND
CAYMAN BRANCH,

by /s/ P. Douglas Sherrod
   -----------------------------------
   Name: P. Douglas Sherrod
   Title: Vice President

by /s/ Raymond F. Keenan
   -----------------------------------
   Name: Raymond F. Keenan
   Title: Senior Vice President

THE FIRST NATIONAL BANK OF CHICAGO,

by /s/ George R. Schanz
   -----------------------------------
   Name: /s/ George R. Schanz
   Title: Vice President

FIRST NATIONAL BANK OF COMMERCE,

by /s/ Joshua C. Cummings
   -----------------------------------
   Name: Joshua C. Cummings
   Title: Relationship Manager

THE FUJI BANK, LIMITED, HOUSTON AGENCY,

by /s/ Yoshiaki Inque
   -----------------------------------
   Name: Yoshiaki Inque
   Title: Vice President and Manager

HIBERNIA NATIONAL BANK,

by /s/ Steven D. Nance
   -----------------------------------
   Name: Steven D. Nance
   Title: Banking Officer

THE INDUSTRIAL BANK OF JAPAN, LIMITED NEW
YORK BRANCH,

by /s/ Akijiro Yoshino
   -----------------------------------
   Name: Akijiro Yoshino
   Title: Executive Vice President
          HOUSTON OFFICE

THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,

by /s/ John J. Sullivan
   -----------------------------------
   Name: John J. Sullivan
   Title: Joint General Manager

THE MITSUI TRUST AND BANKING COMPANY, LIMITED,

by /s/ Margaret Holloway
   -----------------------------------
   Name: Margaret Holloway
   Title: Vice President and Manager

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

by /s/ Robert Bottamedi
   -----------------------------------
   Name: Robert Bottamedi
   Title: Vice President

NATIONAL WESTMINSTER BANK PLC,

by /s/ Ian M. Plester
   -----------------------------------
   Name: Ian M. Plester
   Title: Vice President

NATIONAL WESTMINSTER BANK PLC (NASSAU BRANCH),

by /s/ Ian M. Plester
   -----------------------------------
   Name: Ian M. Plester
   Title: Vice President

THE NORINCHUKIN BANK, NEW YORK BRANCH,

by /s/ Takeshi Akinoto
   -----------------------------------
   Name: Takeshi Akinoto
   Title: General Manager

PT BANK NEGARA INDONESIA (PERSERO),

by /s/ Dewa Suthapa
   -----------------------------------
   Name: Dewa Suthapa
   Title: General Manager

P.T. BANK RAKYAT INDONESIA (PERSERO),

by /s/ Kemas M. Arief
   -----------------------------------
   Name: Kemas M. Arief
   Title: General Manager

by /s/ David W. Opdyke
   -----------------------------------
   Name: David W. Opdyke
   Title: Deputy General Manager

REPUBLIC NATIONAL BANK OF NEW YORK,

by /s/ Richard J. Ward
   -----------------------------------
   Name: Richard J. Ward
   Title: Vice President

THE ROYAL BANK OF SCOTLAND PLC,

by /s/ Russell M. Gibson
   -----------------------------------
   Name: Russell M. Gibson
   Title: Vice President & Deputy Manager

THE SAKURA BANK, LIMITED, HOUSTON AGENCY,

by /s/ Akira Hara
   -----------------------------------
   Name: Akira Hara
   Title: General Manager

THE SANWA BANK LIMITED, DALLAS AGENCY,

by /s/ L. J. Perenyi
   -----------------------------------
   Name: L. J. Perenyi
   Title: Vice President

SOCIETE GENERALE, SOUTHWEST AGENCY,

by /s/ Elizabeth W. Hunter
   -----------------------------------
   Name: ELizabeth W. Hunter
   Title: Vice President

THE SUMITOMO BANK, LIMITED, HOUSTON AGENCY,

by /s/ Toshiro Kubota
   -----------------------------------
   Name: Toshiro Kubota
   Title: Joint General Manager

THE TOKAI BANK, LIMITED,

by /s/ Masaharu Muto
   -----------------------------------
   Name: Masaharu Muto
   Title: Deputy General Manager

UNION BANK OF SWITZERLAND, HOUSTON AGENCY,

by /s/ Dan O'Boyle
   -----------------------------------
   Name: Dan O'Boyle
   Title: Managing Director

by  /s/ Cynthia A. P. Deere
   -----------------------------------
   Name: Cynthia A. P. Deere
   Title: Vice President

WESTDEUTSCHE LANDESBANK GIROZENTRALE,

by /s/ Richard R. Newman
   -----------------------------------
   Name: Richard R. Newman
   Title: Vice President

by /s/ Salvatore Battinelli
   -----------------------------------
   Name: Salvatore Battinelli
   Title: Vice President
          Credit Department

YASUDA TRUST AND BANKING COMPANY,

by /s/ Makoto Tagawa
   -----------------------------------
   Name: Makoto Tagawa
   Title: Deputy General Manager

EXECUTION COPY

AMENDMENT dated as of October 9, 1996 (this "Amendment"), to the Credit Agreement dated as of October 27, 1989 (as heretofore amended, the "Credit Agreement"), among P.T. FREEPORT INDONESIA COMPANY, a limited liability company organized under the laws of Indonesia and also domesticated in Delaware ("FI"), FREEPORT-McMoRan COPPER & GOLD INC., a Delaware corporation ("FCX"), the undersigned financial institutions (collectively, the "Banks"), FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, a national banking association, as trustee under the FI Trust Agreement (in such capacity, the "FI Trustee"), THE CHASE MANHATTAN BANK (formerly Chemical Bank), a New York banking corporation ("Chase"), as administrative agent for the Banks (in such capacity, the "Administrative Agent"), as security agent for the Banks (in such capacity, the "Security Agent") under the Bank Security Documents (as defined below), and as security agent for the Banks and RTZ-IIL (in such capacity, the "JAA Security Agent") under the JAA Fiduciary Transfer and the JAA Fiduciary Power (as defined below), and THE CHASE MANHATTAN BANK (as successor to The Chase Manhattan Bank (National Association)), as documentary agent for the Banks (in such capacity, the "Documentary Agent"; the Administrative Agent, the Security Agent, the JAA Security Agent and the Documentary Agent being, collectively, the "Agents"). Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Credit Agreement.

Section 10.17 of the Credit Agreement contemplates that the Banks, FCX and FI shall agree on mutually satisfactory documentation to implement the RTZ Transaction, including the Participation Agreement, the RTZ Loan Agreement, the FI Intercreditor Agreement and the Final FI Security Documents. FI, FCX, the Banks and the Agents wish to enter into this Amendment to evidence their approval of the documents to be entered into in connection with the RTZ Transaction, to provide for certain amendments to the Credit Agreement to take into account such documents and to make certain other arrangements in connection with the RTZ Transaction.

By its execution and delivery of this Amendment, each Bank also wishes, in connection with the RTZ Transactions, to:

(a) authorize the Agents, on behalf of such Bank and the other Banks, to enter into the Agreement to Amend and Restate Trust Agreement dated as of the RTZ Closing Date among FI, FCX, RTZ, PT-RTZ, RTZ Lender, the Trustee, the Depositary, the Documentary Agent, the Security Agent, the JAA Security Agent and the Administrative Agent (the "AART") and the FI Intercreditor Agreement, Operator Replacement Agreement and Restated Trust Agreement referred to in the AART and to enter into the RTZ Side Letter and the Early Closing Documents;

(b) authorize Chase to act as Security Agent for the Banks under the Bank Security Agreement in the form attached as Exhibit A hereto, the Bank Surat Kuasa in the form attached as Exhibit B hereto and the Bank Fiduciary Assignment of Accounts Receivable in the form attached as Exhibit E hereto;

(c) authorize Chase to act as JAA Security Agent for the Banks and RTZ-IIL under the JAA Fiduciary Power in the form attached as Exhibit F hereto and the JAA Fiduciary Transfer in the form attached as Exhibit G hereto;

(d) approve the replacement of the Trustee as security agent under the Interim Fiduciary Transfer and the Interim Fiduciary Power by Chase in its capacity as Security Agent, together with the amendment and restatement of the Interim Fiduciary Transfer in the form attached as Exhibit C hereto and the Interim Fiduciary Power in the form attached as Exhibit D hereto, such amendments and restatements to be the Final Fiduciary Transfer and the Final Fiduciary Power, respectively, for all purposes of the Loan Documents;

(e) agree to submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in Manhattan solely for the purposes of suits, actions or proceedings to enforce the terms of the FI Intercreditor Agreement and authorize the Administrative Agent (acting as Representative of the Banks under the FI Intercreditor Agreement) to provide such submission to New York jurisdiction for such Bank pursuant to Section 16 of the FI Intercreditor Agreement;

(f) approve the release upon the RTZ Closing Date of the Banks' security interests (and authorize the FI Trustee to release such security interests) in the PT-RTZ Joint Venture Interests (as defined in the AART) pursuant to the AART, in order to permit their assignment to PT-RTZ pursuant to the Participation Agreement, the AART and the PT-RTZ COW Assignment;

(g) approve the release of the Banks' security interests in the rights of FI under the Contract of Work in respect of Contract Block B (as defined in the Contract of Work) and in any Greenfield Projects and Sole Risk Projects (as such terms are defined in the Participation Agreement) in Contract Block A (as defined in the Contract of Work) and authorize the Agents to effectuate such release of security interests, including instructing the FI Trustee to such effect; and

(h) authorize the Administrative Agent and the Documentary Agent, acting on behalf of such Bank and the other Banks, to subordinate the Banks' liens on the FIEC Interests (as defined in the Restated Trust Agreement) to the RTZ Lender's lien on the FIEC Interests on the terms of the FI Intercreditor Agreement.

Accordingly, FI, FCX, the Trustee, the Banks and the Agents agree as follows:

SECTION 1. Amendments to the Credit Agreement. Effective as of the Effective Date, the Credit Agreement is hereby amended as follows:

(a) Section 1.1 of the Credit Agreement is hereby amended by substituting the following modified definitions for the equivalent definitions which presently appear in such Section:

(i) "Contract of Work" means the Contract of Work made December 30, 1991, between the Ministry of Mines of the Government of the Republic of Indonesia, acting for and on behalf of the Government of the Republic of Indonesia, and FI, together with any related Implementation Agreement or Memorandum of Understanding with such Ministry of Mines acting on behalf of the Government of the Republic of Indonesia, after giving effect to the PT-RTZ COW Assignment, as such agreement may be implemented, supplemented or amended as permitted hereby from time to time.

(ii) "FI Intercreditor Agreement" means the Intercreditor Agreement entered into as of the RTZ Closing Date among the Administrative Agent on behalf of the Banks under the Corporate Group Facility, RTZ Lender, PT-RTZ and the FI Trustee substantially in the form attached to the AART as Exhibit B-1 thereto and attached hereto as Exhibit I, as such agreement may be amended and in effect from time to time.

(iii) "FI Security Documents" means the FI Trust Agreement, the Operator Replacement Agreement, the Surat Kuasa, the Fiduciary Assignment, the JAA Fiduciary Transfer, the JAA Fiduciary Power, the Bank Security Agreement, the Fiduciary Transfer, the Bank Fiduciary Assignment, the Fiduciary Power, the Bank Surat Kuasa and all Uniform Commercial Code financing statements and their Indonesian equivalents required to be filed hereunder or under the FI Security Documents.

(iv) "FI Trustee" means First Trust of New York, National Association, or any successor trustee, as trustee for FI, PT-RTZ and the Secured Creditors (including the Banks) pursuant to the FI Trust Agreement and, in such capacity, also as party to the Operator Replacement Agreement, the Surat Kuasa and the Fiduciary Assignment.

(v) "Final FI Trust Agreement" means the Restated Trust Agreement dated as of the RTZ Closing Date, among FI, PT-RTZ, the Depositary, the FI Trustee, the Administrative Agent and RTZ Lender, as amended and restated by the AART substantially in the form attached as Exhibit A thereto and attached hereto as Exhibit G-1, and as further amended and in effect from time to time thereafter.

(vi) "Final Fiduciary Assignment" means the Fiduciary Assignment of Accounts Receivable (Penyerahan Hak Atas Tagihan) dated the RTZ Closing Date, granted by FI and PT-RTZ to the FI Trustee substantially in the form attached to the AART as Exhibit E thereto and attached hereto as Exhibit G-5, as amended and in effect from time to time.

(vii) "Final Fiduciary Power" means the Second Amended and Restated Power of Attorney to Establish Fiduciary Transfer (Kuasa Untuk Memasang Penyerahan Hak Milik Fidusia) dated the RTZ Closing Date, granted by FI to the Security Agent, substantially in the form attached hereto as Exhibit G-4, and any additional or separate Fiduciary Power granted by FI to the Banks, acting through the Security Agent, with respect to specific or additional assets, in each case as further amended and in effect from time to time.

(viii) "Final Fiduciary Transfer" means the Second Amended and Restated Fiduciary Transfer of Assets (Penyerahan Hak Secara Fidusia) dated the RTZ Closing Date, granted by FI to the Banks, acting through the Security Agent, substantially in the form attached hereto as Exhibit G-3, and any additional or separate Fiduciary Transfer granted by FI to the Banks, acting through the Security Agent, with respect to specific or additional assets, in each case as further amended and in effect from time to time.

(ix) "Final Surat Kuasa" means the Surat Kuasa (Power of Attorney) dated the RTZ Closing Date, granted by FI and PT-RTZ to the FI Trustee substantially in the form attached as Annex I to the Operator Replacement Agreement and attached as Exhibit G-2 hereto, as amended and in effect from time to time.

(x) "Loan Documents" means the Amendment Agreement, the Corporate Group Facility, the Corporate Group Notes, the FI Intercreditor Agreement, the Side Letter, the Early Closing Documents, the AART, the FI Security Documents and all other agreements, certificates and instruments now or hereafter entered into in connection with any of the foregoing, in each case as amended and modified from time to time.

(xi) "Major Concentrate Sales Agreement" means any Concentrate Sales Agreement providing for sales during the term thereof of at least 75,000 metric tons of concentrate.

(xii) "Participation Agreement" means the Participation Agreement dated the RTZ Closing Date between FI and PT-RTZ substantially in the form attached to the AART as Exhibit J thereto, as amended from time to time as permitted by
Section 5.3.

(xiii) "RTZ Collateral" means the FIEC Interests pledged to RTZ Lender as contemplated by the RTZ Loan Agreement, the Final FI Trust Agreement and the FI Intercreditor Agreement.

(xiv) "RTZ Interests" means the interests of PT-RTZ in the Contract of Work and the Joint Account Assets (as such term is defined in the Participation Agreement) pursuant to the Participation Agreement and in the Concentrate Sales Agreements pursuant to the Final FI Trust Agreement, in each case as permitted by Section 5.3.

(xv) "RTZ Lender" means RTZ Indonesian Finance Limited, a company organized under the laws of England and a wholly owned subsidiary of RTZ.

(xvi) "RTZ Loan Agreement" means the Loan Agreement dated the RTZ Closing Date between FI and RTZ Lender substantially in the form attached to the AART as Exhibit K thereto, as amended from time to time as permitted by Section 5.3.

(xvii) "RTZ Release" means the Indonesian release document dated the RTZ Closing Date pursuant to which the Trustee releases the PT-RTZ Joint Venture Interests (as such term is defined in the Participation Agreement) from the Lien of the FI Security Documents as in effect prior to the RTZ Closing Date.

(xviii) "RTZ Transactions" means the transactions contemplated by the AART, the Participation Agreement, the Final FI Trust Agreement, the Operator Replacement Agreement, the RTZ Loan Agreement, the Side Letter, the Early Closing Documents, the RTZ Release and the FI Intercreditor Agreement, in each case to the extent permitted by Section 5.3.

(b) Section 1.1 of the Credit Agreement is hereby further amended by adding the following defined terms in the appropriate alphabetical order:

(i) "AART" means the Agreement to Amend and Restate Trust Agreement dated as of the RTZ Closing Date among FI, FCX, RTZ, PT-RTZ, RTZ Lender, the Trustee, the Administrative Agent, the Security Agent, the JAA Security Agent, the Documentary Agent and the Depositary.

(ii) "Bank Fiduciary Assignment" means the Second Amended and Restated Fiduciary Assignment of Accounts Receivable (the Penyerahan Hak Atas Tagihan) dated the RTZ Closing Date, granted by FI to the Banks, acting through the Security Agent, substantially in the form attached hereto as Exhibit G-8, and any additional or separate Fiduciary Assignment granted by FI to the Banks, acting through the Security Agent, with respect to specific or additional accounts receivable, in each case as further amended and in effect from time to time.

(iii) "Bank Security Agreement" means the Bank Security Agreement dated as of the RTZ Closing Date between FI and the Security Agent substantially in the form attached hereto as Exhibit G-6, as amended and in effect from time to time.

(iv) "Bank Security Documents" means the Bank Security Agreement, the Bank Surat Kuasa, the Fiduciary Transfer, the Fiduciary Power and the Bank Fiduciary Assignment.

(v) "Bank Surat Kuasa" means the Surat Kuasa (Power of Attorney) dated the RTZ Closing Date, granted by FI to the Security Agent substantially in the form attached hereto as Exhibit G-7, and any additional or separate Surat Kuasa granted by FI to the Banks, acting through the Security Agent, with respect to specific or additional assets, in each case as amended and in effect from time to time.

(vi) "Early Closing Agreement" means the Early Closing Agreement dated as of the RTZ Closing Date among FI, FCX, RTZ, PT-RTZ (as a company in formation under the laws of Indonesia), RTZ Jersey Investments One Limited, RTZ Jersey Nominees Limited, the Trustee, the Administrative Agent, the Security Agent, the JAA Security Agent and the Depositary, substantially in the form attached to the AART as Exhibit B-2 and attached hereto as Exhibit E.

(vii) "Early Closing Documents" means the (x) the Early Closing Agreement, (y) the related Ratifying Agreement between such parties in the form attached to such Early Closing Agreement as Schedule 1 thereto and (z) any additional or further agreement entered into on behalf of the Banks in connection with such agreement by the Agents in such form as approved by the Administrative Agent.

(viii) "FIEC Interests" means FI's interest in Incremental Expansion Cashflow (as such term is defined in the Participation Agreement) and FI's related rights pursuant to the Final FI Trust Agreement under the Concentrate Sales Agreements.

(ix) "JAA Fiduciary Power" means the Power of Attorney to Establish Fiduciary Transfer (Kuasa Untuk Memasang Penyerahan Hak Milik Fidusia) for Joint Account Assets dated the RTZ Closing Date, granted by FI and PT-RTZ to the Security Agent, substantially in the form attached hereto as Exhibit G-9, and any additional or separate Fiduciary Power granted by FI and PT-RTZ to the Security Agent with respect to the Joint Account Assets, in each case as further amended and in effect from time to time.

(x) "JAA Fiduciary Transfer" means the Fiduciary Transfer of Assets (Penyerahan Hak Secara Fidusia) for Joint Account Assets dated the RTZ Closing Date, granted by FI and PT-RTZ to the Security Agent, substantially in the form attached hereto as Exhibit G-10, and any additional or separate Fiduciary Transfer granted by FI and PT-RTZ to the Security Agent with respect to the Joint Account Assets, in each case as further amended and in effect from time to time.

(xi) "JAA Security Agent" means Chase, not in its individual capacity, but as JAA Security Agent for the Banks and RTZ under the JAA Fiduciary Power and the JAA Fiduciary Transfer.

(xii) "Operator Replacement Agreement" means the Operator Replacement Agreement dated as of the RTZ Closing Date among FI, PT-RTZ, the Trustee and the Administrative Agent (in its capacity as Operator Selection Representative) substantially in the form attached to the AART as Exhibit D thereto, as further amended and in effect from time to time.

(xiii) "Operator Selection Representative" means the Administrative Agent acting as the Operator Selection Representative under the Operator Replacement Agreement, pursuant to its designation in Section 10.17 as Operator Selection Representative, as confirmed in Annexes 1 and 2 to the Final FI Trust Agreement.

(xiv) "PT-RTZ COW Assignment" means the Assignment Agreement dated as of RTZ Closing Date between FI and PT-RTZ substantially in the form of Exhibit C to the AART pursuant to which FI assigns a partial undivided interest in the Contract of Work to PT-RTZ.

(xv) "Secured Creditors" means those secured lenders to FI (including the Banks) referred to in the Annexes to the Final FI Trust Agreement.

(xvi) "Security Agent" means Chase, not in its individual capacity, but as Security Agent for the Banks under the Bank Security Agreement, the Bank Surat Kuasa, the Bank Fiduciary Assignment, the Final Fiduciary Power and the Final Fiduciary Transfer.

(xvii) "Side Letter" means the agreement dated as of the RTZ Closing Date between FI, RTZ, PT-RTZ, RTZ Lender, RTZ-IIL, the Trustee, the JAA Security Agent and certain secured creditors of FI, substantially in the form attached to the AART as Exhibit B-3 and as attached hereto as Exhibit H, as further amended and in effect from time to time.

(c) Section 2.1 of the Credit Agreement is hereby amended by the substitution of the words "Base Production (as such term is defined in the Final FI Trust Agreement) and, after the RTZ Lender loan is repaid in full and so long as the Banks have a first priority security interest in the FIEC Interests under the Final FI Trust Agreement, the FIEC Interests" for the words "assets of FI" at the end of the fourth sentence thereof.

(d) Section 5.l(h) of the Credit Agreement is hereby amended by adding the words ", the Security Agent and the JAA Security Agent, as applicable," after the words "FI Trustee" in each of the two places in which "FI Trustee" is used in clause (i) thereof and by amending clause (x) thereof to read as follows: "(x) the validity and effectiveness of the powers of attorney granted by the Surat Kuasa, the Bank Surat Kuasa, the Fiduciary Power and the JAA Fiduciary Power and the fiduciary transfers effectuated by the Fiduciary Transfer, the Fiduciary Assignment, the Bank Fiduciary Assignment and the JAA Fiduciary Transfer," for the words "interests of the FI Trustee" in clause (y) thereof.

(e) Section 5.2(i) of the Credit Agreement is hereby amended by the addition of the words "after giving effect to the RTZ Transactions" after the words "Closing Date" appearing therein.

(f) Section 5.2(l) of the Credit Agreement is hereby amended by the addition of the words "and the guarantee provided in
Section 10(1) of the Implementation Agreement" after the words "FCX/FMPO Guarantee" appearing in the proviso to such Section.

(g) Section 5.3 of the Credit Agreement is hereby amended by:

(i) changing the clause subheadings "(i)" and "(ii)" in the first sentence thereof to "(I)" and "(II)", respectively;

(ii) adding the words "(including the Financial and Accounting Procedures thereunder)" following the first reference to "Participation Agreement" in clause (y) of such resubheaded clause (I) in such first sentence;

(iii) adding the words "(or could reasonably be expected to)" after the words "which would" appearing in such resubheaded clause (I) in such first sentence;

(iv) substituting the words "Section 7.5.1.1, 7.5.1.3 or 10.5 or Annex A" for the words "Section 10.5" in clause (i) in the second sentence thereof;

(v) adding the words "or Section 7 of the Early Closing Agreement" after the words "Implementation Agreement" in clause
(iv) in the second sentence thereof;

(vi) substituting ", (vi) agree to any reduction in annual production from Contract Block A (as defined in the Contract of Work), other than annual production from Greenfield Projects and Sole Risk Ventures (as such terms are defined in the Participation Agreement), which might foreseeably result in FI receiving cashflow after payment of all Operating Costs attributable to it which would not be sufficient to pay in full all its obligations, including under the Privatization Agreements (as such term is defined in the Participation Agreement) and the Loan Documents, as and when they are likely to come due, (vii) amend or agree to any amendment of any agreement to which the Administrative Agent has not also agreed if, as a result of such amendment, a term defined in the FI Intercreditor Agreement or the Side Letter by reference to a term defined in such amended agreement would be changed or (viii)" for the words "or (vi)" in the second sentence thereof; and

(vii) substituting the words "Final FI Trust Agreement" for the words "FI Trust Agreement" in the third sentence thereof.

(h) Section 7.1 of the Credit Agreement is hereby amended
(i) by the substitution of the words ", 5.3 or 10.17" for the words "or 5.3" in each of the two places appearing in paragraph (e) thereof and (ii) by the addition in clause (iii) of such Section 7.1 of the words ", including the giving of an Allocation Notice, Blockage Notice or Enforcement Notice under the Final FI Trust Agreement and/or the exercise by the Administrative Agent of its right pursuant to Section 10.17 to remove FI as Operator under the Contract of Work pursuant to the Operator Replacement Agreement" after the words "FI Security Documents" appearing therein.

(i) Section 8.1(a) of the Credit Agreement is hereby amended to read as follows:

"(a) For convenience of administration and to expedite the transactions contemplated by this Agreement, (i) Chase is hereby appointed as Administrative Agent under this Agreement and the other Loan Documents (including in its capacity as Operator Selection Representative under the Operator Replacement Agreement), (ii) Chase is hereby appointed as Security Agent for the Banks under this Agreement and the Bank Security Documents,
(iii) Chase is hereby appointed as JAA Security Agent for the Banks under this Agreement, the JAA Fiduciary Power and the JAA Fiduciary Transfer, (iv) Chase is hereby appointed as the Documentary Agent for the Banks under this Agreement and the other Loan Documents and (vi) First Trust of New York, National Association, is hereby appointed to act as FI Trustee for the Banks under the FI Trust Agreement, the Operator Replacement Agreement, the Surat Kuasa, the RTZ Release and the Fiduciary Assignment. Each Bank (x) confirms and agrees to be bound by the terms of the FI Trust Agreement, the FI Intercreditor Agreement and the other Loan Documents and (y) agrees that the FI Trustee in accepting its appointment and in acting under the FI Trust Agreement, the Operator Replacement Agreement, the Surat Kuasa, the RTZ Release and the Fiduciary Assignment shall be entitled to all the rights, immunities, privileges, protections, exculpations, indemnifications, liens and other benefits applicable to its acting as trustee under the FI Trust Agreement. None of the Agents shall have any duties or responsibilities except those expressly set forth herein or in the other Loan Documents. Each Bank, and each subsequent holder of any Promissory Note by its acceptance thereof, hereby irrevocably appoints and expressly authorizes the Agents, without hereby limiting any implied authority, to take such action as the Agents may deem appropriate on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to such Person by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Banks, without hereby limiting any implied authority, (A) to receive on behalf of the Banks all payments of principal of and interest on the Loans and all other amounts due to the Banks hereunder, and promptly to distribute to each Bank its proper share of each payment so received; (B) to give notice on behalf of the Banks to FI and FCX of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder or as directed by the Required Banks; and (C) to distribute to each Bank copies of all notices, financial statements and other materials delivered by FI or FCX pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Security Agent and the JAA Security Agent are hereby expressly authorized to execute any and all documents (including releases) with respect to the collateral under the Bank Security Documents, the JAA Fiduciary Power and the JAA Fiduciary Transfer (as applicable) and the rights of the secured parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Bank Security Documents. Each of the Administrative Agent, the Security Agent and the JAA Security Agent may exercise any of its duties hereunder by or through their respective agents, officers or employees. In addition, each Bank hereby irrevocably authorizes and directs (I) the Administrative Agent to enter, on behalf of each of them, into the AART, the Final FI Trust Agreement, the FI Intercreditor Agreement, the Operator Replacement Agreement, the Early Closing Documents and the Side Letter as contemplated pursuant to this Agreement, (II) the Security Agent to enter, on behalf of each of them, into the Bank Security Agreement, the Bank Surat Kuasa, the Fiduciary Transfer, the Fiduciary Power, the Bank Fiduciary Assignment, the FI Intercreditor Agreement, the Operator Replacement Agreement, the Early Closing Documents and the Side Letter, (III) the JAA Security Agent to enter, on behalf of each of them, into the JAA Fiduciary Power, into, the JAA Fiduciary Transfer, the Early Closing Documents and the Side Letter,
(IV) the FI Trustee to enter, on behalf of each of them, into the Operator Replacement Agreement, the Surat Kuasa, the Fiduciary Assignment, the Early Closing Documents, the RTZ Release and the Side Letter and (V) the Documentary Agent to enter, on behalf of each of them, into the AART, the Early Closing Documents and the Side Letter, and in each case agrees to be bound by the terms thereof."

(j) Section 8.1(c) of the Credit Agreement is hereby amended by substituting the words "a party to the Operator Replacement Agreement, the Surat Kuasa and the Fiduciary Assignment to the extent representing the interests of the Banks" for the words "security agent under the FI Security Documents" appearing in the parenthetical phrase in the first sentence thereof.

(k) Sections 8.1(e), 8.1(f) and 8.1(g) of the Credit Agreement are hereby amended by adding the words ", Security Agent, JAA Security Agent" after the words "Administrative Agent" in each place where such phrase appears in such Sections.

(l) Section 8.1(h) of the Credit Agreement is hereby amended to read as follows:

"(h) Without the prior written consent of the Required Banks but subject to Section 10.7(b), the Administrative Agent, the Security Agent and the JAA Security Agent will not, except as contemplated by Section 8.1(j), consent to any modification, supplement or waiver of the FI Intercreditor Agreement, the Bank Security Documents, the FI Trust Agreement, the Operator Replacement Agreement, the JAA Fiduciary Power or the JAA Fiduciary Transfer and the FI Trustee will not consent to any modification, supplement or waiver of the FI Trust Agreement, the Operator Replacement Agreement, the Surat Kuasa, the RTZ Release or the Fiduciary Assignment."

(m) Section 8.1(j) of the Credit Agreement is hereby amended by (x) substituting the following for the opening phrase appearing prior to the existing clause (i) thereof:

"Notwithstanding any other provision of this Section 8.1, the Administrative Agent will, at the request of FI, instruct the FI Trustee and/or the Security Agent, as applicable, to release (or to subordinate such interest) from the FI Trust Agreement and/or the Bank Security Agreement and/or the other FI Security Documents, as applicable (and enter into an amendment to the FI Trust Agreement and/or the Bank Security Agreement and/or the other FI Security Documents and execute such other instruments as may be necessary in connection therewith), any interest of the FI Trustee and/or the Security Agent, as applicable, in"

and (y) the deletion of clauses (i) and (ii) thereof and the renumbering of clauses (iii), (iv) and (v) as (i), (ii)and (iii), respectively, and by changing the reference to "clauses (iii) and
(iv)" in the last sentence thereof to a reference to "clauses (i) and (ii)".

(n) Section 10.17 of the Credit Agreement is hereby amended to read in its entirety as follows:

"SECTION 10.17 RTZ Transactions. The Agents and the Banks acknowledge that FI and FCX have agreed pursuant to the Implementation Agreement to enter into the RTZ Transactions. The Banks, FI and FCX have, pursuant to the Amendment dated as of October 9, 1996, to this Agreement, agreed upon and approved the documentation to be entered into by FI in connection with the foregoing as required by this Agreement as in effect prior to the RTZ Closing Date. FI hereby (i) appoints the Administrative Agent to be the Operator Selection Representative for all purposes of the Final FI Trust Agreement, the Operator Replacement Agreement and the Surat Kuasa and (ii) irrevocably and unconditionally agrees that upon the occurrence of an Event of Default, the Administrative Agent may, in addition to any other remedy available hereunder or under any other Loan Document, remove FI as Operator under the Contract of Work and appoint a replacement Operator, which shall be PT-RTZ or an Affiliate of PT-RTZ designated by PT-RTZ if PT-RTZ timely elects to exercise its designation rights provided in Section 2(a) of the Operator Replacement Agreement and meets the other conditions to such designation right set forth in such Section 2(a). FI also irrevocably and unconditionally agrees that the Administrative Agent, acting as the Operator Selection Representative under the Final FI Trust Agreement, the Operator Replacement Agreement and the Surat Kuasa, shall also have the right to designate a successor Operator under the circumstances provided in Section 2(b) of the Operator Replacement Agreement. FI further agrees that it will not appoint any other Operator Selection Representative other than the Administrative Agent (or, except as provided to PT-RTZ in the Participation Agreement, grant any other Person the right to remove FI (or any successor operator for the Project) as Operator under any circumstances) and that it will not approve or enter into any management agreement with a successor Operator appointed under the Operator Replacement Agreement unless and until the Administrative Agent has approved the terms of such management agreement. FI also agrees that the Administrative Agent shall be entitled to exercise FI's rights under the Participation Agreement (including the financial and accounting procedures) referred to in Section 6(c) of the FI Intercreditor Agreement to the exclusion of FI after the occurrence of an Event of Default, in addition to the other rights and remedies available to the Agents and the Banks under the Loan Documents and applicable law. Each of the Agents, the Banks, FI and FCX acknowledge that the Final FI Trust Agreement will not terminate prior to termination of the Participation Agreement."

(o) The Final FI Trust Agreement in the form attached as Exhibit A to the AART is hereby added to the Credit Agreement as Exhibit G-1 thereto, the FI Intercreditor Agreement in the form attached as Exhibit B-1 to the AART is hereby added to the Credit Agreement as Exhibit I thereto, the Surat Kuasa in the form attached as Exhibit I to the Operator Replacement Agreement is hereby added to the Credit Agreement as Exhibit G-2 thereto, the Fiduciary Assignment in the form attached as Exhibit E to the AART is hereby added to the Credit Agreement as Exhibit G-3 thereto, the Early Closing Agreement (including Schedule 1 thereto) in the form attached as Exhibit B-2 to the AART are hereby added to the Credit Agreement as Exhibit E thereto, the Side Agreement in the form attached as Exhibit B-3 to the AART is hereby added to the Credit Agreement as Exhibit H thereto, and Exhibits A, B, C, D and E to this Amendment are hereby added to the Credit Agreement as Exhibits G-6, G-7, G-8, G-9 and G-10 thereto, respectively.

SECTION 2. Authorizations to the Agents; Agreement to Submit to Jurisdiction. (a) Each Bank hereby (i) authorizes the Administrative Agent and Documentary Agent, acting on behalf of such Bank and the other Banks, to enter into and perform the FI Intercreditor Agreement, the Final FI Trust Agreement, the Operator Replacement Agreement, the Side Letter, the Early Closing Documents and the AART (including the subordination of the Banks' lien on the FIEC Interests to RTZ Lender's lien on the FIEC Interests on the terms of the FI Intercreditor Agreement), (ii) authorizes the Trustee to release all the security interests of the Banks in the PT-RTZ Joint Venture Interests upon the Closing pursuant to the AART and the RTZ Release, in order to permit their assignment to PT-RTZ pursuant to the Participation Agreement, the AART and the PT-RTZ COW Assignment,
(iii) appoints Chase as the Security Agent for such Bank and the other Banks and authorizes the Security Agent to enter into and perform the Bank Security Agreement, the Bank Surat Kuasa, the Fiduciary Transfer, the Fiduciary Power and the Bank Fiduciary Assignment for the benefit of such Bank and the other Banks, (iv) appoints Chase as the JAA Security Agent for such Bank and the other Banks and authorizes the JAA Security Agent to enter into and perform the JAA Fiduciary Transfer, the JAA Fiduciary Power and the Side Letter for the benefit of such Bank and the other Banks, (v) consents to RTZ Lender and the Trustee (acting on behalf of RTZ Lender) taking Remedial Actions against the RTZ Lender Collateral (as such terms are defined in the FI Intercreditor Agreement) as provided in the RTZ Loan Agreement and the Final FI Trust Agreement, and (vi) consents to FI entering into and performing the transactions contemplated by the Transaction Documents (as such term is defined in the AART) to which it is a party, including the entry into and performance of the Participation Agreement, the incurrence of the RTZ Loan and FI's granting the RTZ Lender Lien to RTZ Lender on the terms of the Final FI Trust Agreement, in accordance with Sections 5.3 and 10.17.

(b) Each Bank also hereby agrees to submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in Manhattan solely for the purposes of suits, actions or proceedings to enforce the terms of the FI Intercreditor Agreement and authorizes the Administrative Agent (acting as Representative of the Banks under the FI Intercreditor Agreement) to provide such submission to New York jurisdiction on behalf of such Bank pursuant to Section 16 of the FI Intercreditor Agreement.

SECTION 3. Conditions to Effectiveness. (a) This Amendment shall become effective on the date that each of the following conditions shall have been satisfied (such date of effectiveness being the "Effective Date"):

(a) receipt by Cravath, Swaine & Moore, special counsel for the Banks, of executed counterparts of this Amendment which, when taken together, bear the signatures of FI, FCX, the Trustee, the Agents and each Bank;

(b) the representations and warranties on the part of FI and FCX contained in Article IV of the Credit Agreement shall be true and correct in all material respects at and as of the Effective Date as though made on and as of such date;

(c) FI and FCX shall be in compliance with all the terms and provisions set forth in this Amendment and the Credit Agreement to be observed or performed on their part, and as of the Effective Date, no Event of Default nor any event which upon notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing;

(d) all legal matters incident to this Amendment shall be satisfactory to Cravath, Swaine & Moore, special counsel for the Banks; and

(e) the conditions to closing set forth in Section 3(e) of the Amendment dated as of October 9, 1996 to the Amendment Agreement shall have duly occurred or been waived by the Required Banks.

SECTION 4. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.

SECTION 5. Limited Effect of Amendment. Section 1 hereof constitutes an amendment of the Credit Agreement effective as of the Effective Date. Except as, and until, expressly amended by such
Section 1 as of the Effective Date, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in effect prior to the Effective Date. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Banks and the Agents under the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to in Section 1 hereof.

SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Expenses. FI and FCX jointly and severally shall pay all out-of-pocket expenses incurred by the Agents in connection with the preparation of this Amendment, including, but not limited to, the reasonable fees and disbursements of Cravath, Swaine & Moore, special counsel for the Agents, and Mochtar, Karuwin & Komar, special Indonesian counsel to the Agents.

SECTION 8. Headings. The headings of this Amendment are for reference only and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers or agents as of the date first above written.

P.T. FREEPORT INDONESIA COMPANY,

by /s/ R. Foster Duncan
   -----------------------------------
   Name: R. Foster Duncan
   Title: Treasurer

FREEPORT-McMoRan COPPER & GOLD INC.,

by /s/ R. Foster Duncan
   -----------------------------------
   Name: R. Foster Duncan
   Title: Treasurer

FIRST TRUST OF NEW YORK, NATIONAL
ASSOCIATION, as FI Trustee,

by /s/ Ward A. Spooner
   -----------------------------------
   Name: Ward A. Spooner
   Title: Treasurer

THE CHASE MANHATTAN BANK, individually and as Administrative Agent, Security Agent, JAA Security Agent and Documentary Agent,

by /s/ James H. Ramage
   -----------------------------------
   Name: James H. Ramage
   Title: Vice President

ABN AMRO BANK N.V., HOUSTON AGENCY,
by ABN AMRO NORTH AMERICA, INC., as
Agent for ABN AMRO BANK N.V.,

by /s/ H. Gene Sniels
   -----------------------------------
   Name: H. Gene Sniels
   Title: V.P. and Director

by /s/ Mike Oakes
   -----------------------------------
   Name: Mike Oakes
   Title: Vice President

ARAB BANKING CORPORATION (B.S.C.),

by /s/ Stephen A. Plauche
   -----------------------------------
   Name: Stephen A. Plauche
   Title: Vice President

AUSTRALIA AND NEW ZEALAND BANKING GROUP
LIMITED, CAYMAN ISLANDS BRANCH,

by /s/ Paul Clifford
   -----------------------------------
   Name: Paul Clifford
   Title: Vice President

BANK AUSTRIA AKTIENGESELLSCHAFT,

by /s/ J. Anthony Seay
   -----------------------------------
   Name: J. Anthony Seay
   Title: Vice President

by /s/ Mark Nolan
   -----------------------------------
   Name: Mark Nolan
   Title: Assistant Vice President

BANK OF AMERICA ILLINOIS,

by /s/ James E. Flough
   -----------------------------------
   Name: James E. Flough
   Title: Managing Director

BANK OF MONTREAL,

by /s/ Michael P. Sassos
   -----------------------------------
   Name: Michael P. Sassos
   Title: Director

THE BANK OF NOVA SCOTIA,

by /s/ F.C.H. Ashby
   -----------------------------------
   Name: F.C.H. Ashby
   Title: Senior Manager Loan Operations

THE BANK OF TOKYO-MITSUBISHI, LTD. HOUSTON AGENCY,

by /s/ John W. McGhee
   -----------------------------------
   Name: John W. McGhee
   Title: Vice President and Manager

BANQUE NATIONALE DE PARIS,

by /s/ John L. Stacy
   -----------------------------------
   Name: John L. Stacy
   Title: Vice President

BANQUE PARIBAS,

by /s/ Brian Malone
   -----------------------------------
   Name: Brian Malone
   Title: Vice President

by /s/ Marian Livingston
   -----------------------------------
   Name: Marian Livingston
   Title: Vice President

BARCLAYS BANK PLC,

by /s/ Carol A. Cowan
   -----------------------------------
   Name: Carol A. Cowan
   Title: Director

CHRISTIANIA BANK OG KREDITKASSE,

by /s/ Peter M. Dodge
   -----------------------------------
   Name: Peter M. Dodge
   Title: First Vice President

by /s/ Hans Chr. Kjelsrud
   -----------------------------------
   Name: Hans Chr. Kjelsrud
   Title: Vice President

DAI-ICHI KANGYO BANK, LTD.,

by /s/ Masayoshi Komaki
   -----------------------------------
   Name: Masayosji Komaki
   Title: Assistant Vice President

DEUTSCHE BANK, AG, NEW YORK AND/OR CAYMAN
ISLANDS BRANCHES,

Title:

Title:

DEUTSCHE BANK, AG, SINGAPORE BRANCH,

by /s/ Raymond Lee Weng Fatt
   -----------------------------------
   Name: Raymond Lee Weng Fatt
   Title: Head, Credit Department

by  /s/ Thomas Lim Kheng Hock
   -----------------------------------
   Name: Thomas Lim Kheng Hock
   Title: Manager, Corporate Banking Department

DRESDNER BANK AG, NEW YORK BRANCH AND GRAND
CAYMAN BRANCH,

by /s/ P. Douglas Sherrod
   -----------------------------------
   Name: P. Douglas Sherrod
   Title: Vice President

by /s/ Raymond F. Keenan
   -----------------------------------
   Name: Raymond F. Keenan
   Title: Senior Vice President

THE FIRST NATIONAL BANK OF CHICAGO,

by /s/ George R. Schanz
   -----------------------------------
   Name: /s/ George R. Schanz
   Title: Vice President

FIRST NATIONAL BANK OF COMMERCE,

by /s/ Joshua C. Cummings
   -----------------------------------
   Name: Joshua C. Cummings
   Title: Relationship Manager

THE FUJI BANK, LIMITED, HOUSTON AGENCY,

by /s/ Yoshiaki Inque
   -----------------------------------
   Name: Yoshiaki Inque
   Title: Vice President and Manager

HIBERNIA NATIONAL BANK,

by /s/ Steven D. Nance
   -----------------------------------
   Name: Steven D. Nance
   Title: Banking Officer

THE INDUSTRIAL BANK OF JAPAN, LIMITED NEW
YORK BRANCH,

by /s/ Akijiro Yoshino
   -----------------------------------
   Name: Akijiro Yoshino
   Title: Executive Vice President
          HOUSTON OFFICE

THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,

by /s/ John J. Sullivan
   -----------------------------------
   Name: John J. Sullivan
   Title: Joint General Manager

THE MITSUI TRUST AND BANKING COMPANY, LIMITED,

by /s/ Margaret Holloway
   -----------------------------------
   Name: Margaret Holloway
   Title: Vice President and Manager

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

by /s/ Robert Bottamedi
   -----------------------------------
   Name: Robert Bottamedi
   Title: Vice President

NATIONAL WESTMINSTER BANK PLC,

by /s/ Ian M. Plester
   -----------------------------------
   Name: Ian M. Plester
   Title: Vice President

NATIONAL WESTMINSTER BANK PLC (NASSAU BRANCH),

by /s/ Ian M. Plester
   -----------------------------------
   Name: Ian M. Plester
   Title: Vice President

THE NORINCHUKIN BANK, NEW YORK BRANCH,

by /s/ Takeshi Akinoto
   -----------------------------------
   Name: Takeshi Akinoto
   Title: General Manager

PT BANK NEGARA INDONESIA (PERSERO),

by /s/ Dewa Suthapa
   -----------------------------------
   Name: Dewa Suthapa
   Title: General Manager

P.T. BANK RAKYAT INDONESIA (PERSERO),

by /s/ Kemas M. Arief
   -----------------------------------
   Name: Kemas M. Arief
   Title: General Manager

by /s/ David W. Opdyke
   -----------------------------------
   Name: David W. Opdyke
   Title: Deputy General Manager

REPUBLIC NATIONAL BANK OF NEW YORK,

by /s/ Richard J. Ward
   -----------------------------------
   Name: Richard J. Ward
   Title: Vice President

THE ROYAL BANK OF SCOTLAND PLC,

by /s/ Russell M. Gibson
   -----------------------------------
   Name: Russell M. Gibson
   Title: Vice President & Deputy Manager

THE SAKURA BANK, LIMITED, HOUSTON AGENCY,

by /s/ Akira Hara
   -----------------------------------
   Name: Akira Hara
   Title: General Manager

THE SANWA BANK LIMITED, DALLAS AGENCY,

by /s/ L. J. Perenyi
   -----------------------------------
   Name: L. J. Perenyi
   Title: Vice President

SOCIETE GENERALE, SOUTHWEST AGENCY,

by /s/ Elizabeth W. Hunter
   -----------------------------------
   Name: ELizabeth W. Hunter
   Title: Vice President

THE SUMITOMO BANK, LIMITED, HOUSTON AGENCY,

by /s/ Toshiro Kubota
   -----------------------------------
   Name: Toshiro Kubota
   Title: Joint General Manager

THE TOKAI BANK, LIMITED,

by /s/ Masaharu Muto
   -----------------------------------
   Name: Masaharu Muto
   Title: Deputy General Manager

UNION BANK OF SWITZERLAND, HOUSTON AGENCY,

by /s/ Dan O'Boyle
   -----------------------------------
   Name: Dan O'Boyle
   Title: Managing Director

by  /s/ Cynthia A. P. Deere
   -----------------------------------
   Name: Cynthia A. P. Deere
   Title: Vice President

WESTDEUTSCHE LANDESBANK GIROZENTRALE,

by /s/ Richard R. Newman
   -----------------------------------
   Name: Richard R. Newman
   Title: Vice President

by /s/ Salvatore Battinelli
   -----------------------------------
   Name: Salvatore Battinelli
   Title: Vice President
          Credit Department

YASUDA TRUST AND BANKING COMPANY,

by /s/ Makoto Tagawa
   -----------------------------------
   Name: Makoto Tagawa
   Title: Deputy General Manager

AGREEMENT to AMEND

and

RESTATE TRUST AGREEMENT

dated as of

October 11, 1996

among

P.T. FREEPORT INDONESIA COMPANY,

FREEPORT-McMoRan COPPER & GOLD INC.,

THE RTZ CORPORATION PLC,

P.T. RTZ-CRA INDONESIA,

RTZ INDONESIAN FINANCE LIMITED,

FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION,
as Trustee,

THE CHASE MANHATTAN BANK (formerly Chemical Bank), as Administrative Agent, as JAA Security Agent and as Security Agent,

and

THE CHASE MANHATTAN BANK (as successor to The Chase Manhattan Bank (National Association)), as Documentary Agent and as Depositary

TABLE OF CONTENTS

Section Page

          Recitals.......................................2
     1.   Defined Terms, etc............................10
     2.   The Closing; The Closing Date;
          Termination...................................11
     3.   Releases and Assignments......................12
     4.   Amendment of the Existing Trust Agreement;
          Change of Security Agent for the Bank
          Security Agreements...........................16
     5.   Representations and Warranties................17
     6.   Conditions to Closing.........................20
     7.   Amendment; Waiver.............................21
     8.   Counterparts..................................21
     9.   Applicable Law................................21
     10.  Expenses......................................21
     11.  References; Headings..........................22
     12.  Construction..................................22
     13.  Submission to Jurisdiction; Waiver of Jury
          Trial; Commercial Obligations and
          Immunity......................................22
     14.  Survival of Representations and
          Warranties....................................23


Exhibit A      Amended and Restated Trust Agreement
Exhibit B-1    Intercreditor Agreement
Exhibit B-2    Early Closing Agreement
Exhibit B-3    Side Letter
Exhibit C      PT-RTZ COW Assignment
Exhibit D      Operator Replacement Agreement
  Annex I      Surat Kuasa
Exhibit E      Fiduciary Assignment of Accounts Receivable
Exhibit F-1    FI Bank Credit Agreement Amendment
Exhibit F-2    CDF Bank Credit Agreement Amendment
  Exhibit A    Bank Security Agreement
  Exhibit B    Bank Surat Kuasa
  Exhibit C    Amended and Restated Fiduciary Transfer
  Exhibit D    Amended and Restated Fiduciary Power
  Exhibit E    Bank Fiduciary Assignment of Accounts Receivable
Exhibit G      Fiduciary Transfer of Joint Account Assets
Exhibit H      Power of Attorney to Establish Fiduciary Transfer of
               Joint Account Assets
Exhibit I      Consent of Minister of Mines
Exhibit J      Participation Agreement
Exhibit K      RTZ Loan Agreement


                    AGREEMENT TO AMEND AND RESTATE TRUST AGREEMENT
               dated as of October 11, 1996, among P.T. FREEPORT
               INDONESIA COMPANY, a limited liability company
               organized under the laws of Indonesia and also
               domesticated in Delaware ("FI"), FREEPORT-McMoRan
               COPPER & GOLD INC., a Delaware corporation ("FCX"), THE
               RTZ CORPORATION PLC, a public limited company organized
               under the laws of England ("RTZ"), P.T. RTZ-CRA
               INDONESIA, a company in formation under the laws of the
               Republic of Indonesia ("PT-RTZ"), RTZ INDONESIAN
               FINANCE LIMITED, a company organized under the laws of
               England and a wholly owned subsidiary of RTZ ("RTZ
               Lender"), FIRST TRUST OF NEW YORK, NATIONAL
               ASSOCIATION, not in its individual capacity but solely
               as Trustee under the Trust Agreement referred to below,
               THE CHASE MANHATTAN BANK (formerly Chemical Bank)
               ("Chase"), not in its individual capacity but solely as
               (i) Administrative Agent for the Banks under the CDF
               and FI Credit Agreement (in such capacity, the
               "Administrative Agent"), (ii) security agent for the
               Banks under the Bank Security Documents referred to
               below (in such capacity, the "Security Agent") and
               (iii) as security agent with respect to the Joint
               Account Assets for RTZ Indonesian Investments Limited,
               a company organized under the laws of England ("RTZ-
               IIL"), and the Banks under the JAA Fiduciary Transfer
               and the JAA Fiduciary Power (in such capacity, the "JAA
               Security Agent"), and THE CHASE MANHATTAN BANK (as
               successor to The Chase Manhattan Bank (National
               Association)), not in its individual capacity but
               solely as (i) depositary under the Trust Agreement (in
               such capacity, the "Depositary") and (ii) Documentary
               Agent for the Banks under the CDF and the FI Credit
               Agreement (in such capacity the "Documentary Agent";
               the Administrative Agent, the Security Agent and the
               Documentary Agent being sometimes collectively referred
               to herein as the "Bank Agents" and FI, FCX, RTZ, PT-
               RTZ, RTZ Lender, the Trustee, the JAA Security Agent,
               the Depositary and the Bank Agents being each referred
               to herein as a "Transaction Party" and, collectively,
               as the "Transaction Parties").

Recitals

I. By a letter of intent dated March 7, 1995 from FCX to RTZ and signed by RTZ as of March 7, 1995 (the "Letter of Intent"), FCX and RTZ confirmed their mutual intention with respect to, among other things, the establishment of joint ventures and certain financing arrangements in connection therewith, to explore and develop within the Contract Area covered by the Contract of Work.

II. By an agreement dated as of May 2, 1995 made between FCX and RTZ (the "Implementation Agreement"), FCX and RTZ recorded the steps to be taken, subject to the satisfaction or waiver of conditions, in order to implement the transactions referred to in the Letter of Intent.

III. Among the steps so recorded in the Implementation Agreement are:

(a) the execution by FI and PT-RTZ of a participation agreement substantially in the form set out in Schedule 1 to the Implementation Agreement, providing for the participation of PT-RTZ in certain operations under the Contract of Work on the terms contained therein, with amendments agreed between them; and

(b) the execution by FI and RTZ Lender of a loan agreement substantially in the form set out in Schedule 2 to the Implementation Agreement, whereby RTZ Lender will make available to FI a loan facility in a principal amount of up to $450,000,000 on the terms contained therein, with amendments agreed between them.

IV. It is the intention of FCX and RTZ, as reflected and provided in the Letter of Intent and the Implementation Agreement and agreements attached as Schedules thereto, that, among other things:

(a) all rights and interests of PT-RTZ in and under the participation agreement referred to in clause
(a) of Recital III shall be assigned on an unencumbered basis, free and clear of all liens, security interests and other encumbrances whatsoever; and

(b) FI shall assign to PT-RTZ a partial undivided interest in the Contract of Work, which interest shall be assigned on an unencumbered basis, free and clear of all liens, security interests and other encumbrances whatsoever; and

(c) the repayment of all advances made pursuant to the loan agreement referred to in clause (b) of Recital III shall be secured by a first priority lien on 100% of FI's share of Incremental Expansion Cashflow (as defined therein).

V. FI is party to (a) a Credit Agreement dated as of October 27, 1989 (as amended, the "FI Credit Agreement"), among FI, FCX, certain banks (the "Banks"), the Administrative Agent, the Security Agent, the JAA Security Agent, the Trustee and the Documentary Agent, providing for a $550,000,000 credit facility for FI, and (b) a $450,000,000 Credit Agreement dated as of June 30, 1995 (as amended, the "CDF"), among FI, FCX, the Banks, the Administrative Agent, the Security Agent, the JAA Security Agent, the Trustee and the Documentary Agent, providing for a $450,000,000 credit facility for FCX and FI.

VI. FI has granted to the Trustee for the benefit of the Banks a first priority security interest in the Contract of Work and substantially all its other assets pursuant to (a) a Trust Agreement dated as of May 15, 1970 (as amended from time to time and as in effect immediately prior to the Closing the "Existing Trust Agreement"), among FI, the Trustee and the Depositary and (b) the other FI Security Documents (as such term is defined in the Existing Trust Agreement).

VII. In order to effect and permit the transactions referred to in Recitals I through IV, the following, among other things, are required:

(a) the release by the Banks of any security interest that the Banks may now have or hereafter acquire with respect to the rights and properties granted or assigned to PT-RTZ pursuant to the Participation Agreement, including, but not limited to, (i) Sole Risk Ventures undertaken by PT-RTZ; (ii) PT-RTZ's interest in Joint Operations; (iii) PT-RTZ's interest in Joint Account Assets; (iv) PT-RTZ's interest in Incremental Expansion Cashflow from Block A, Net Sales Revenues from Greenfield Projects in Block A and Net Sales Revenues from Block B; (v) PT-RTZ's interest under the Restated Trust Agreement in the Concentrate Sales Agreements; (vi) PT-RTZ's interest under the Restated Trust Agreement and the Participation Agreement in Proceeds; and (vii) PT-RTZ's interest in the Contract of Work (all of the foregoing referred to as the "PT-RTZ Joint Venture Interests"), in each such case only to the extent necessary to grant to and vest in PT-RTZ the PT-RTZ Joint Venture Interests free and clear of any lien in favor of the Banks;

(b) the assignment by FI to PT-RTZ of a partial undivided beneficial interest in the Contract of Work (the "PT-RTZ COW Interest");

(c) the assignment by FI to RTZ Lender of a first priority security interest (the "RTZ Lender Lien") with respect to FI Incremental Expansion Cashflow (and FI's related rights under the Contract of Work and Concentrate Sales Agreements) (the "FIEC Interests");

(d) the subordination by the Banks for the benefit of RTZ Lender of any security interest that the Banks may now have or hereafter acquire with respect to the FIEC Interests until the RTZ Lender Loan is repaid (the "Bank FIEC Lien"); and

(e) after giving effect to (i) the prior release of the Banks' security interest in the PT-RTZ Joint Venture Interests and (ii) the subordination to the RTZ Lender Lien of the security interest of the Banks with respect to the FIEC Interests, the continuance of the security interests granted to the Trustee for the benefit of the Banks pursuant to the Existing Trust Agreement, the Restated Trust Agreement and the other FI Security Documents, including the Bank Security Documents.

VIII. In order to implement and give effect to various provisions of the Participation Agreement, in particular the orderly administration and collection of accounts receivable arising in connection with the Concentrate Sales Agreements, PT-RTZ is willing to, among other things, permit the Trustee to hold in trust, for the benefit of PT-RTZ, the PT-RTZ CSA Interests (as defined below) assigned by FI to the Trustee upon the terms and conditions of the Restated Trust Agreement (as defined below).

IX. In order to perfect the RTZ Lender Lien and to provide for the orderly administration and collection of accounts receivable, RTZ Lender is willing to, among other things, permit the Trustee to hold in trust, as security for the benefit of RTZ Lender and the Banks, the FIEC Interests.

X. In order to accommodate and take into account all of the foregoing transactions, FI and the Banks are willing to make certain amendments to the CDF, the FI Credit Agreement and the FI Security Documents pursuant to the Bank Credit Agreement Amendments, including
(i) replacement of the Trustee by Chase as security agent for the Banks under the FI Security Documents (in the case of FI's interest in Joint Account Assets, by Chase as JAA Security Agent) respect to all assets and interests of FI other than the Contract of Work, the Concentrate Sales Agreements and Proceeds (for which the Trustee will continue to act as security trustee for the Banks pursuant to the Restated Trust Agreement) and (ii) transfer of the Banks' security interests in such other assets from the Existing Trust Agreement to the Bank Security Agreement, and to give the undertakings contained in this Agreement.

XI. In order to consummate the transactions referred to in Recitals I through X, the Transaction Parties are entering into this Agreement and the other Transaction Documents, effective as of the Closing, as follows:

(a) FI, FCX, PT-RTZ, RTZ, RTZ Jersey Investments One Limited, RTZ Jersey Nominees Limited, the Trustee, the Bank Agents, the Depositary and the JAA Security Agent are executing and delivering an early closing agreement in the form of Exhibit B-2 hereto (such early closing agreement, as amended, modified, supplemented and restated from time to time, the "Early Closing Agreement");

(b) FI and PT-RTZ, pursuant to the Implementation Agreement, are executing and delivering a participation agreement in the form attached as Exhibit J hereto (such participation agreement, as amended, modified, supplemented and restated from time to time, the "Participation Agreement");

(c) FI and RTZ Lender, pursuant to the Implementation Agreement, are executing and delivering an RTZ loan agreement in the form of Exhibit K hereto (such RTZ loan agreement, as amended, modified, supplemented and restated from time to time, the "RTZ Loan Agreement");

(d) FI, PT-RTZ, the Depositary and the Trustee are executing and delivering a Restated Trust Agreement substantially in the form of Exhibit A hereto (as amended, modified, supplemented and restated from time to time, the "Restated Trust Agreement"), which gives effect to, or as the case may be is after giving effect to, (i) the release herein by the Trustee on behalf of the Banks of the security interest of the Banks in the PT-RTZ Joint Venture Interests to the extent necessary to grant to and vest in PT-RTZ the PT-RTZ Joint Venture Interests, free and clear of such security interest, (ii) the subordination for the benefit of RTZ Lender of the security interest of the Banks with respect to the FIEC Interests, (iii) the grant by FI to the Trustee for the benefit of RTZ Lender of the RTZ Lender Lien, (iv) the assignment by FI to PT-RTZ of the PT-RTZ COW Interest pursuant to the PT-RTZ COW Assignment,
(v) the absolute assignment by FI to the Trustee of all FI's right, title and interest in and to the Contract of Work (after giving effect to the assignment referred to in clause (iv) above), the Concentrate Sales Agreements and the Proceeds (including the undivided beneficial interest in the Concentrate Sales Agreements and the Proceeds to be held for the benefit of PT-RTZ ("the PT-RTZ CSA Interests") to be held in trust on the terms of the Restated Trust Agreement), and (vi) certain other arrangements as provided in the Restated Trust Agreement, including arrangements for (1) the receipt, allocation and payment of cashflow resulting from the Contract of Work, the Concentrate Sales Agreements and the Proceeds, and
(2) the continuance of the security interests granted by FI to the Trustee for the benefit of the Banks in all FI's retained right, title and interest in and to the Contract of Work, the Concentrate Sales Agreements and the Proceeds (in the case of the FIEC Interests only, subject and subordinate to the RTZ Lender Lien on the terms of the Intercreditor Agreement);

(e) RTZ, PT-RTZ, RTZ Lender and the Bank Agents (acting on behalf of the Banks) are executing and delivering an intercreditor agreement substantially in the form of Exhibit B-1 hereto (as amended, modified, supplemented and restated from time to time, the "Intercreditor Agreement"), which provides for certain intercreditor arrangements and agreements relating to, among other things, (i) FI's interests in the Contract of Work, Concentrate Sales Agreements, Proceeds, Joint Account Assets and FI Available Assets, (ii) the RTZ Lender Lien, (iii) the PT-RTZ CSA Interests, and (iv) the PT-RTZ COW Interest;

(f) FI, RTZ, PT-RTZ, the Bank Agents, the JAA Security Agent, the Depositary, the Trustee, RTZ Lender and RTZ-IIL are executing and delivering an agreement in the form of Exhibit B-3 hereto (as amended, modified, supplemented and restated from time to time, the "Side Letter"), which provides for certain additional intercreditor arrangements and agreements relating to, among other things, FI's and PT-RTZ's respective interests in the accounts receivable in relation to the Concentrate Sales Agreements and the Proceeds and Joint Account Assets;

(g) FI and PT-RTZ are executing and delivering an assignment substantially in the form of Exhibit C hereto (as amended, modified, supplemented and restated from time to time, the "PT-RTZ COW Assignment"), which provides for the assignment to PT-RTZ of the PT-RTZ COW Interest;

(h) the parties thereto are executing and delivering the Operator Replacement Agreement, substantially in the form of Exhibit D hereto (as amended, modified, supplemented and restated from time to time, the "Operator Replacement Agreement");

(i) FI and PT-RTZ are executing and delivering a surat kuasa substantially in the form attached as Annex I to the Operator Replacement Agreement (as amended, modified, supplemented and restated from time to time, the "Surat Kuasa");

(j) for the purposes of providing the Trustee (i) for the benefit of the Banks (subject to the interest of RTZ Lender with respect to the FIEC Interests only) a security interest in FI's accounts receivable in relation to the Concentrate Sales Agreements and the Proceeds and (ii) for the benefit of RTZ-IIL a security interest in PT-RTZ's interest in accounts receivable in relation to the Concentrate Sales Agreements and the Proceeds, the parties thereto are executing and delivering a Fiduciary Assignment of Accounts Receivable substantially in the form of Exhibit E hereto (as amended, modified supplemented and restated from time to time, the "Fiduciary Assignment of Accounts Receivable");

(k) FI, the Bank Agents, the JAA Security Agent, the Trustee and the Banks have executed and delivered an FI Bank Credit Agreement Amendment substantially in the form of Exhibit F-1 hereto and a CDF Bank Credit Agreement Amendment substantially in the form of Exhibit F-2 hereto (as such agreements may be amended, modified, supplemented and restated from time to time, collectively the "Bank Credit Agreement Amendments"), and, pursuant thereto the Bank Surat Kuasa, Bank Fiduciary Assignment of Accounts Receivable, Amended Fiduciary Transfer, Amended Fiduciary Power and Bank Security Agreement are being executed and delivered by the parties thereto, all such documents to be effective as of the Closing;

(l) for the purpose of providing the JAA Security Agent (i) for the benefit of the Banks a security interest in FI's interest in Joint Account Assets and (ii) for the benefit of RTZ-IIL a security interest in PT-RTZ's interest in Joint Account Assets, the JAA Security Agent, FI and PT-RTZ are executing and delivering a Fiduciary Transfer of Joint Account Assets substantially in the form of Exhibit G hereto (as amended, modified, supplemented and restated from time to time, the "JAA Fiduciary Transfer") and a Power of Attorney to Establish Fiduciary Transfer of Joint Account Assets substantially in the form of Exhibit H hereto (as amended, modified, supplemented and restated from time to time, the "JAA Fiduciary Power");

(m) The Trustee shall release the PT-RTZ Joint Venture Interests (as such term is defined in the Participation Agreement) from the Lien of the FI Security Documents as in effect prior to the RTZ Closing Date pursuant to an Indonesian release document dated the RTZ Closing Date (the "RTZ Release").

In order to accomplish the arrangements described above and certain related transactions, the Transaction Parties agree as follows:

SECTION 1. Defined Terms, etc. The terms defined below in this Section 1 shall for all purposes of this agreement have the meanings specified below unless the context otherwise requires.

"Amended Fiduciary Power" means the amended and restated fiduciary power substantially in the form of Exhibit D to the Bank Credit Agreement Amendments.

"Amended Fiduciary Transfer" means the amended and restated fiduciary transfer substantially in the form of Exhibit C to the Bank Credit Agreement Amendments.

"Bank Fiduciary Assignment of Accounts Receivable" means the fiduciary assignment of accounts receivable substantially in the form of Exhibit E to the Bank Credit Agreement Amendments.

"Bank Lien" means any lien on any asset of FI or any of its subsidiaries granted from time to time during the term of this Agreement to the Trustee pursuant to the Restated Trust Agreement and the Fiduciary Assignment of Accounts Receivable, to the JAA Security Agent pursuant to the JAA Fiduciary Power and the JAA Fiduciary Transfer or to the Security Agent pursuant to the Bank Security Documents or any other agreement or instrument, in each case for the benefit of the Banks, as security for the payment of the FI Indebtedness owing to the Banks.

"Bank Security Agreement" means a security agreement substantially in the form of Exhibit A to the Bank Credit Agreement Amendments.

"Bank Security Documents" means the Bank Security Agreement, the Bank Surat Kuasa, the Bank Fiduciary Assignment of Accounts Receivable, the Amended Fiduciary Transfer and the Amended Fiduciary Power.

"Bank Surat Kuasa" means a surat kuasa substantially in the form of Exhibit B to the Bank Credit Agreement Amendments.

"Governmental Agency" means the Government of the Republic of Indonesia (including the President and any Minister) and any material state, provincial or local court or governmental agency, authority, instrumentality or regulatory body of Indonesia or any other country.

"Indonesian Notarized Documents" means the PT-RTZ COW Assignment, the Surat Kuasa, the Fiduciary Assignment of AccAccounts Receivable, the Bank Surat Kuasa, the Bank Fiduciary Assignment of Accounts Receivable, the Amended Fiduciary Transfer, the Amended Fiduciary Power, the JAA Fiduciary Power, the JAA Fiduciary Transfer, the RTZ Release and the Side Letter.

"Remedial Action" means (a) any claim, proceeding or action to foreclose upon, take possession or control of, sell, lease or otherwise dispose of, or in any other manner realize, take steps to realize or seek to realize upon, the whole or any part of the assets, properties or interests of FI and its subsidiaries, whether pursuant to the UCC, by foreclosure, by setoff, by self-help repossession, by notification to account debtors, by deed in lieu of foreclosure, by exercise of power of sale, by judicial action or otherwise, and (b) any action taken to remove FI as Operator in accordance with the Participation Agreement, the FI Credit Documents or the Operator Replacement Agreement.

"Transaction Documents" means this Agreement, the Restated Trust Agreement, the Participation Agreement, the RTZ Loan Agreement, the Intercreditor Agreement, the Bank Credit Agreement Amendments, the PT-RTZ COW Assignment, the Indonesian Notarized Documents, the Bank Security Agreement, the Early Closing Agreement (including the related Ratifying Agreement in the form attached to the Early Closing Agreement as Schedule 1 thereto, which shall not be executed on the Closing Date referred to in Section 2(b) below) and the Operator Replacement Agreement.

"Trust Agreement" means, prior to the Closing, the Existing Trust Agreement and, from and after the Closing, the Restated Trust Agreement.

Capitalized terms used herein and not otherwise defined herein (including in Section 1) shall have the meanings assigned to such terms in, or by reference in, the Restated Trust Agreement (including certain terms defined therein by reference to the Participation Agreement).

SECTION 2. The Closing; The Closing Date. (a) The transactions provided for in Sections 3 and 4 are being consummated simultaneously at a closing (collectively, the "Closing") on the Closing Date referred to in Section 2(b) (i) at the offices of Davis Polk & Wardwell, New York, New York, for all Transaction Documents other than the Indonesian Notarized Documentation and the PT-RTZ COW Assignment (the "NY Closing"), and (ii) at the notary office of Ramah Arie Soetardjo, Jakarta, Indonesia, for the Indonesian Notarized Documents and the PT-RTZ COW Assignment (the "Indonesian Closing").

(b) The "Closing Date" shall be the date of execution of this Agreement. All documentation to be executed and delivered at the NY Closing shall have been finalized and duly executed prior to the Closing Date and shall have been held in escrow pending completion of the Indonesian Closing on the Closing Date (Jakarta time), whereupon the documents held in escrow for the NY Closing shall have been released from escrow on the Closing Date (New York City time) and the Closing thereby deemed fully consummated in all respects. All transactions constituting the Closing shall be deemed to have been consummated on the Closing Date and, except for the sequencing of certain transactions as expressly provided herein, all such transactions shall be deemed to have occurred concurrently.

3. Releases and Assignments. (a) Effective upon the Closing, the Administrative Agent hereby instructs the Trustee and the Security Agent to release, and they shall be deemed to have hereby released, any security interest that the Banks may now have or hereafter acquire with respect to the PT-RTZ Joint Venture Interests. The release of the Banks' security interests in the PT-RTZ Joint Venture Interests shall be and become effective upon the Closing and shall be further evidenced by the RTZ Release; provided that, without derogation from the foregoing, to the extent that any of the PT-RTZ Joint Venture Interests is created or comes into effect in accordance with the Participation Agreement subsequent to the Closing Date, the Banks shall at the Closing be deemed to have automatically released any security interest they may then or thereafter have under the Restated Trust Agreement or the Bank Security Documents in such subsequently created or arising PT-RTZ Joint Venture Interests without the necessity of any further act, document or instrument, with full force and effect as if the Banks had specifically released their security interests at such subsequent time. All FI's right, title and interest in and to the Contract of Work, the Concentrate Sales Agreements and the Proceeds which is not assigned to PT-RTZ pursuant to the PT-RTZ COW Assignment or assigned to the Trustee pursuant to the Restated Trust Agreement to be held for the benefit of PT-RTZ, as applicable, and all of FI's other assets and interests heretofore pledged to the Banks but not constituting PT-RTZ Joint Venture Interests (collectively, the "FI Retained Interests") shall continue to be retained by FI subject to the RTZ Lender Lien as to the FIEC Interests only and the security interests of the Banks. Each of the Transaction Parties acknowledges and agrees that, subject and subordinate to the RTZ Lender Lien as to the FIEC Interests only, the continuity, perfection, priority and validity of the Banks' security interests in the FI Retained Interests shall not in any manner be affected, interrupted, waived or released by the Banks' release of the PT-RTZ Joint Venture Interests, the assignment by FI to PT-RTZ of the PT-RTZ COW Interest or the assignment by FI to the Trustee of the PT- RTZ CSA Interests to be held for the benefit of PT-RTZ.

(b) Effective as of the Closing and the concurrent release of the Banks' security interests therein pursuant to Section 3(a) and the RTZ Release, FI hereby assigns, sets over, transfers and conveys to PT-RTZ the PT-RTZ COW Interest, to have and to hold the same unto PT-RTZ on the terms, conditions and obligations contained in the Participation Agreement. PT-RTZ hereby accepts the assignment of the PT-RTZ COW Interest and covenants and agrees that it shall, at any such time as PT-RTZ shall become Operator pursuant to the terms of the Participation Agreement, be bound by, observe and perform all of the provisions of the Contract of Work to be observed and performed by the Operator under the Participation Agreement. Until it is replaced as Operator in accordance with the Operator Replacement Agreement, FI shall remain responsible to the Government of the Republic of Indonesia for the conduct of all operations under the Contract of Work and for all communications with the Government of the Republic of Indonesia under the Contract of Work on behalf of itself and PT-RTZ. In order to effect, confirm and evidence the assignment of the PT-RTZ COW Interest to PT-RTZ, FI and PT-RTZ are executing and delivering the PT-RTZ COW Assignment at the Indonesian Closing. Each of FI and PT- RTZ covenants and agrees with each other that at the request of the other it will execute such further documents and do all such further acts as may reasonably be required for the purpose of vesting the PT- RTZ COW Interest in PT-RTZ.

(c) Effective as of the Closing, FI hereby assigns, sets over and transfers to the Trustee the Concentrate Sales Agreements and the Proceeds to hold in trust for the benefit of FI (and the Secured Creditors) and PT-RTZ on the terms and conditions set forth in the Restated Trust Agreement (in the case of PT-RTZ, to the extent necessary to grant to and vest in PT-RTZ the PT-RTZ Joint Venture Interests listed in clauses (a)(iv)-(vi) of Recital VII (collectively, the "PT-RTZ Revenue Interests")); provided that, without derogation from the foregoing, to the extent that any PT-RTZ Revenue Interest is created or comes into effect in accordance with the Participation Agreement subsequent to the Closing Date, FI shall be deemed to have automatically assigned, set over, transferred and conveyed to the Trustee to hold in trust for the benefit of PT-RTZ a further undivided beneficial interest in the Concentrate Sales Agreements and Proceeds with respect thereto commensurate with such subsequently created or arising PT-RTZ Revenue Interest without the necessity of any further act, document or instrument, with full force and effect as if FI had assigned, set over, transferred and conveyed to the Trustee to hold in trust for the benefit of PT-RTZ (and the Banks had concurrently released their security interest in) such undivided beneficial interest in the Concentrate Sales Agreements and Proceeds at such subsequent time and such undivided beneficial interest shall be deemed to be a PT-RTZ CSA Interest for all purposes of this Agreement, the Participation Agreement, the Concentrate Sales Agreements and the Restated Trust Agreement. Such assignment of the Concentrate Sales Agreements and the Proceeds to the Trustee pursuant to the immediately preceding sentence is intended by FI, the Trustee and the other parties hereto to be not merely a security assignment, but rather a present and absolute assignment (subject to the Banks' security interests therein) of the Concentrate Sales Agreements and the Proceeds. The Trustee and PT-RTZ each hereby accepts the assignment of the PT-RTZ CSA Interests and covenants and agrees that it shall, at all times hereafter, be bound by, observe and perform all of the provisions of the Restated Trust Agreement insofar as they relate to the PT-RTZ CSA Interests. Each of FI and PT-RTZ covenants and agrees with each other and the Trustee that, at the request of the other or of the Trustee, it will execute such further documents and do all such further acts as may reasonably be required for the purpose of vesting the PT-RTZ CSA Interests in the Trustee for the benefit of PT- RTZ under the Restated Trust Agreement. For the purposes of (i) granting a security interest for the benefit of the Banks (subject to the interest of RTZ Lender with respect to FIEC Interests only) in FI's interest in accounts receivable in relation to the Concentrate Sales Agreements and the Proceeds (and not by way of security for the benefit of the Banks over PT-RTZ's interest therein) and (ii) granting a security interest for the benefit of RTZ-IIL in PT-RTZ's interest in accounts receivable in relation to the Concentrate Sales Agreements and the Proceeds (and not by way of security for the benefit of RTZ Lender or RTZ-IIL over FI's interest therein) the parties thereto have executed and delivered the Fiduciary Assignment of Accounts Receivable at the Closing.

(d) After giving effect to the releases by the Banks contained in clause (a) of this Section 3 and the assignment by FI to the Trustee for the benefit of PT-RTZ contained in clause (c) of this
Section 3, FI hereby assigns, sets over, transfers and conveys to the Trustee, to be held on the terms and conditions of the Restated Trust Agreement for the benefit of the various persons and interests (including FI and the Secured Creditors) provided therein, FI's entire right, title and interest in and to the Contract of Work, subject, however, to the existing first priority perfected security interest therein of the Banks, which in the case of the FIEC Interests only is itself subject to the first priority security interests in favor of RTZ Lender referred to in Section 3(f), such assignment, setting over, transfer and conveyance being effective as of the Closing.

(e) Each of the Transaction Parties acknowledges and agrees that the continuity, perfection, priority and validity of the Banks' security interests in the Concentrate Sales Agreements and the Proceeds shall not in any manner be affected, interrupted, waived or released by the present and absolute assignment by FI of the Concentrate Sales Agreements and the Proceeds to the Trustee; provided that upon the effectiveness of such absolute and present assignment of the Concentrate Sales Agreements and the Proceeds to the Trustee, the Banks shall be deemed without the necessity of any further action or instrument to have automatically released their security interests in the PT-RTZ CSA Interests in order to permit the Trustee to hold the PT-RTZ CSA Interests for the benefit of PT-RTZ on the terms and conditions contained in the Restated Trust Agreement.

(f) FI hereby assigns, sets over and transfers to RTZ Lender on the terms and conditions set forth in the RTZ Loan Agreement, effective as of the Closing, as security for the RTZ Loan Indebtedness outstanding from time to time pursuant to the RTZ Loan Agreement, a first priority security interest in the FIEC Interests; provided that, without derogation from the foregoing, to the extent that any FIEC Interest is created or comes into effect in accordance with the Participation Agreement subsequent to the Closing, FI shall be deemed to have automatically assigned, set over, transferred and conveyed to RTZ Lender a further first priority security interest in such subsequently created or arising FIEC Interest without the necessity of any further act, document or instrument, with full force and effect as if FI had assigned, set over, transferred and conveyed to RTZ Lender (and the Banks had concurrently subordinated their security interest pursuant to the Intercreditor Agreement in) such FIEC Interests at such subsequent time and such FIEC Interests shall be deemed to be subject to the RTZ Lender Lien. Each of FI and RTZ Lender covenants and agrees with each other and the Trustee that, at the request of the other or of the Trustee, it will execute such further documents and do all such further acts as may reasonably be required for the purpose of vesting the RTZ Lender Lien in the Trustee for the benefit of RTZ Lender under the Restated Trust Agreement.

(g) Notwithstanding the present and absolute assignment of interests in the Contract of Work, the Concentrate Sales Agreements and the Proceeds to the Trustee pursuant to the Restated Trust Agreement, FI and PT-RTZ and each other party hereto agree that the Trustee shall not be obligated to perform or see to the performance or enforce the performance of any obligations or duties under the Contract of Work or the Concentrate Sales Agreements and shall not have any liability whatsoever thereunder.

SECTION 4. Amendment of the Existing Trust Agreement; Change of Security Agent for the Bank Security Agreements. (a) Effective as of the Closing and after giving effect to the releases of security interests, assignments and transfers on the Closing Date provided for or described in Section 3, the Existing Trust Agreement (including the exhibits and schedules thereto) shall be amended and restated in the form attached hereto as Exhibit A. The provisions of
Section 4.01 of the Existing Trust Agreement relating to indemnification of the Trustee shall survive the amendment and restatement of the Existing Trust Agreement. All security interests granted under the Existing Trust Agreement in assets or interests of FI (the "Other Security") other than the Contract of Work, the Concentrate Sales Agreements, the Proceeds and the FIEC Interests are hereby transferred as of the Closing to the Bank Security Agreement and each of the Transaction Parties acknowledges and agrees that the continuity, perfection, priority and validity of the Banks' security interests in the Other Security shall not in any manner be affected, interrupted, waived or released (i) by the transfer of such security interests from the Existing Trust Agreement to the Bank Security Agreement or (ii) as a result of Chase (in its capacity as Security Agent for the Banks under the Bank Security Agreement) becoming the successor to First Trust of New York, National Association (in its capacity as Trustee under the Existing Trust Agreement), as the secured party with respect to the Other Security.

(b) Chase has been appointed by the Banks as of the Closing as Security Agent for the Banks under the Bank Security Agreement, the Bank Surat Kuasa and the Bank Fiduciary Assignment of Accounts Receivable and as successor Security Agent (in replacement of First Trust of New York, National Association, acting as Trustee under the Existing Trust Agreement) under the Amended Fiduciary Transfer and the Amended Fiduciary Power. First Trust of New York, National Association, has been appointed by the Banks and RTZ-IIL as of the Closing as Security Agent for the Banks and RTZ-IIL under the Fiduciary Assignment of Accounts Receivable with respect to accounts receivable in relation to the Concentrate Sales Agreements and the Proceeds. Chase has been appointed by the Banks and RTZ-IIL as of the Closing as JAA Security Agent for the Banks and RTZ-IIL under the JAA Fiduciary Transfer and the JAA Fiduciary Power with respect to Joint Account Assets. First Trust of New York, National Association, shall continue to be entitled to all the fees, immunities, indemnities and protections provided to it as Security Agent under the FI Security Documents, including under the CDF and the FI Credit Agreement
(including without limitation Article VIII and Section 10.4 thereof) as well as under the FI Security Documents, for the period up to the Closing Date, including in respect of any actions taken or omitted to be taken by it while acting as Security Agent under the FI Security Documents.

SECTION 5. Representations and Warranties. As of the Closing Date (i) each Transaction Party represents and warrants with respect to itself only (except for the Bank Agents, who act for themselves both in their individual capacities and as agents on behalf of the Banks), (ii) FCX and FI jointly and severally represent and warrant with respect to FI, (iii) RTZ and PT-RTZ represent and warrant jointly and severally with respect to PT-RTZ and (iv) RTZ and RTZ Lender represent and warrant jointly and severally with respect to RTZ Lender, in each case to each other Transaction Party as follows:

(a) Qualified, in the case of PT-RTZ, as to its status as a company in formation, the representations and warranties by such Transaction Party set forth in each Transaction Document entered into on the Closing Date are true and correct in all material respects as if made on and as of the Closing Date. Such Transaction Party is in compliance with all the terms and conditions of each Transaction Document to which it is a party (except, in the case of FI, for satisfaction of the conditions set forth in Section 6(b) of the CDF), and no default or event of default has occurred or is continuing with respect to it under any Transaction Document to which it is a party.

(b) Qualified, in the case of PT-RTZ, as to its status as a company in formation, such Transaction Party has the corporate power and authority to enter into and perform this Agreement and each Transaction Document to which it is a party. Qualified, in the case of PT-RTZ, as to its status as a company in formation, the execution, delivery and performance of this Agreement and each Transaction Document to which it is a party (i) have been duly authorized by such Transaction Party and each such Transaction Document constitutes the legal, valid and binding obligation of such Transaction Party, enforceable against such Transaction Party in accordance with its terms (subject, as to the enforcement of remedies against it, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights against it generally in connection with its bankruptcy, reorganization or insolvency or a moratorium or similar event relating to it), (ii) will not violate (A) the Certificate of Incorporation, the Certificate of Domestication, or the Articles of Association, as applicable, or the By-laws of such Transaction Party or any other of its constituent documents, (B) any Governmental Rule (as defined in the CDF) binding upon such Transaction Party (except, in the case of FI, for any Governmental Rule required to be satisfied in order to satisfy the conditions set forth in Section 6(b) of the CDF) or (C) any provision of any indenture, agreement or other instrument to which such Transaction Party is a party or by which it or any of its properties or assets are or may be bound, (iii) will not be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement or other instrument referred to in clause (ii)(C) above and (iv) will not result in the creation or imposition of any Lien upon the assets of such Transaction Party, except (i) in the case of FI, the liens of the Restated Trust Agreement, the Surat Kuasa and the Fiduciary Assignment of Account Receivables, the Bank Security Documents and the RTZ Loan Agreement.

(c) The Bank Agents represent and warrant that each Bank has (i) authorized the Bank Agents, acting on behalf of such Bank and the other Banks, to enter into and perform the Early Closing Agreement, the Intercreditor Agreement, the Restated Trust Agreement, the Side Letter and this Agreement (including the subordination of the Bank FIEC Lien to the RTZ Lender Lien on the terms of the Intercreditor Agreement), (ii) authorized the Trustee to enter into this Agreement, the Restated Trust Agreement, the Operator Replacement Agreement, the Surat Kuasa, the Side Letter and the Fiduciary Assignment of Accounts Receivable, the RTZ Release and the transactions contemplated thereby and to release all the security interests of the Banks in the PT-RTZ Joint Venture Interests upon the Closing, pursuant to this Agreement, in order to permit their unencumbered assignment to PT-RTZ pursuant to the Participation Agreement, this Agreement, and the PT-RTZ COW Assignment, (iii) authorized the Security Agent to enter into and perform the Bank Security Documents for the benefit of such Bank and the other Banks,
(iv) authorized the JAA Security Agent to enter into and perform the JAA Fiduciary Transfer, the JAA Fiduciary Power and the Side Letter for the benefit of the Banks and RTZ-IIL, (v) consented to RTZ Lender and the Trustee (acting on behalf of RTZ Lender) taking Remedial Actions against the RTZ Lender Collateral as provided in the RTZ Loan Agreement and the Restated Trust Agreement, and (vi) consented to FI entering into and performing the transactions contemplated by the Transaction Documents to which it is a party, including the entry into and performance of the Participation Agreement, the incurrence of the RTZ Loan Indebtedness and FI's granting the RTZ Lender Lien to RTZ Lender on the terms of the Restated Trust Agreement; provided, however, that the foregoing shall not be deemed vis-a-vis any of the Freeport Entities in any manner to constitute a modification or waiver of the full and timely performance of any of the obligations of any of the Freeport Entities under the Amended Loan Documents in accordance with the terms thereof.

(d) Each of PT-RTZ, RTZ and RTZ Lender acknowledges that it has received a copy of each of the CDF and the FI Credit Agreement (including the exhibits thereto) and hereby (i) consents to FI entering into and performing the Amended Loan Documents, including the grant by FI of the Bank Lien for the benefit of the Banks, (ii) acknowledges the restrictions on FI under Sections 5.3 and 10.17 of each of the CDF and the FI Credit Agreement with respect to certain dealings with PT-RTZ, RTZ, RTZ-IIL and RTZ Lender, (iii) consents to the assignment by FI to the Security Agent of all FI's right, title and interest in and to the Participation Agreement, the Privatization Agreements and the RTZ Loan Agreement; provided, however, that none of the foregoing in this Section 5(d) shall be deemed to waive in any manner vis-a-vis FI the full and timely performance by FI of the obligations of FI under the Participation Agreement, the Restated Trust Agreement or the RTZ Loan Agreement.

(e) FI represents and warrants with respect to itself that it has authorized the Trustee to enter into this Agreement, the Restated Trust Agreement, the Operator Replacement Agreement, the Surat Kuasa, the Side Letter, the RTZ Release and the Fiduciary Assignment of Accounts Receivable and the transactions contemplated thereby and that (other than the Banks and the Trustee) there is no other beneficiary under the Existing Trust Agreement or other Person whose authorization or consent is required for the Trustee to enter into the foregoing agreements and the transactions contemplated thereby.

SECTION 6. Conditions to Closing. The following conditions precedent have been satisfied prior to or simultaneously with the execution of this Agreement:

(a) Consent of the Minister of Mines of the Government of Indonesia, substantially in the form of Exhibit I, has been obtained and is in full force and effect.

(b) All other consents, approvals and agreements necessary or advisable in the judgment of each Transaction Party and its counsel for consummation of the Closing have been obtained and are in full force and effect and there is not any action, suit, litigation or other proceeding at law or in equity or by or before any court of any Governmental Agency pending which, in the judgment of such Transaction Party or its counsel, is likely to restrain, prevent or impose materially adverse conditions upon the Closing or the transactions contemplated by the Transaction Documents or the full and timely performance by the Transaction Parties of their obligations under the Transaction Documents.

(c) No judgment, order or decree is outstanding, and no action has been taken by any Governmental Agency, that, in the reasonable judgment of a Transaction Party or its counsel, has or is likely to have the effect of restraining, preventing or imposing materially adverse conditions upon the transactions contemplated by the Transaction Documents, or the full and timely performance by the Transaction Parties of their obligations under the Transaction Documents.

(d) The Trustee has received opinions to the effect that it does not have to qualify to do business in Louisiana or Indonesia by virtue of the Restated Trust Agreement or the activities contemplated thereby.

(e) Copies of this Agreement which, when taken together, bear the signatures of all the parties hereto have been received by each Transaction Party.

(f) The Restated Trust Agreement has been executed by all the parties thereto (including the Representative (as defined in the Restated Trust Agreement) under each Financing Annex in effect on the Closing Date) and is in full force and effect, and a copy of such executed Restated Trust Agreement has been delivered to each party thereto.

(g) All other Transaction Documents shall be or have been executed and delivered by the relevant Transaction Parties and shall be or are in full force and effect (with all conditions to their effectiveness duly satisfied or waived).

(h) All UCC filings and other filings and registrations required to perfect and accomplish the assignments and security interests contemplated as of the Closing Date under the Restated Trust Agreement and the Bank Security Documents have been made and are in full force and effect.

SECTION 7. Amendment; Waiver. This Agreement may not be amended nor any provision hereof waived except pursuant to a writing signed by each Transaction Party or as otherwise provided herein. Any amendment or waiver of the provisions hereof pursuant to such a writing shall be binding upon each party hereto.

SECTION 8. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.

SECTION 9. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.

SECTION 10. Expenses. FI shall pay all out-of-pocket expenses incurred by the Bank Agents and the JAA Security Agent in connection with the preparation, review and negotiation of the Transaction Documents and with the Closing, including, but not limited to, the reasonable fees and disbursements of Cravath, Swaine & Moore, special counsel for the Bank Agents, and Mochtar, Karuwin & Komar, special Indonesian counsel to the Bank Agents and the JAA Security Agent. The out-of-pocket expenses incurred by the Trustee, the Depositary and their counsel in connection with the preparation, review and negotiation of the Transaction Documents and the Closing shall be paid by FI and PT-RTZ based on the allocation thereof provided in the Restated Trust Agreement; provided that PT-RTZ shall not be responsible for and shall have no liability for any costs (including, without limitation, notary fees and taxes) incurred in connection with the notarization of any Indonesian Notarized Documents which are Bank Security Documents. Each other Transaction Party shall be responsible for all its own expenses incurred in connection with the preparation, review and negotiation of the Transaction Documents and with the Closing.

SECTION 11. References; Headings. Unless otherwise stated, Section, Recital, Exhibit and Schedule references made herein are to Sections, Recitals, Exhibits and Schedules, as the case may be, of this Agreement. The headings of this Agreement are for reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 12. Construction. This Agreement shall be deemed jointly drafted by all the Transaction Parties equally and shall not be specially construed against any Transaction Party based on any claim that such Transaction Party or its counsel was the draftsman of this Agreement.

SECTION 13. Submission to Jurisdiction; Waiver of Jury Trial; Commercial Obligations and Immunity. Each Transaction Party hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in Manhattan for the purposes of all suits, actions or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each Transaction Party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. EACH TRANSACTION PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. To the extent that any Transaction Party may now or hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement, to claim for itself or its property, assets or revenues any immunity (whether by reason of sovereignty or otherwise) from suit, jurisdiction of any court, attachment prior to judgment, setoff, execution of a judgment or from any other legal process or remedy, and to the extent that there may be attributed to any Transaction Party such an immunity (whether or not claimed), such Transaction Party hereby irrevocably agrees as to itself not to claim and hereby irrevocably waives such immunity.

SECTION 14. Survival of Representations and Warranties. The provisions of Section 5 of this Agreement shall survive the consummation of the Closing referred to herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or agents as of the date first above written.

P.T. FREEPORT INDONESIA COMPANY,

by /s/ R. Foster Duncan
  -----------------------------------
  Name:  R. Foster Duncan
  Title: Treasurer

FREEPORT-McMoRan COPPER & GOLD INC.,

by /s/ R. Foster Duncan
  -----------------------------------
  Name:  R. Foster Duncan
  Title: Vice President and Treasuer

THE RTZ CORPORATION PLC,

by /s/ Sandra Walker
  -----------------------------------
  Name:  Sandra Walker
  Title: Attorney-In-Fact

P.T. RTZ-CRA INDONESIA,

by /s/ Sandra Walker
  -----------------------------------
  Name:  Sandra Walker
  Title: Attorney-In-Fact

In anticipation of the completion of formation of P.T. RTZ-CRA INDONESIA under the laws of the Republic of Indonesia, this Agreement is also executed by RTZ Jersey Investments One Limited and RTZ Jersey Nominees Limited, jointly and severally, the founding shareholders.

RTZ JERSEY INVESTMENTS ONE LIMITED,

by /s/Sandra Walker
  -----------------------------------
  Name:  Sandra Walker
  Title: Attorney-In-Fact

RTZ JERSEY NOMINEES LIMITED,

by /s/ Sandra Walker
  ------------------------------------
  Name:  Sandra Walker
  Title: Attorney-In-Fact

RTZ INDONESIAN FINANCE LIMITED,

by /s/ Sandra Walker
  ------------------------------------
  Name:  Sandra Walker
  Title: Attorney-In-Fact

FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee under the Trust Agreement,

by /s/ Ward A. Spooner
   -----------------------------------
   Name:  Ward A. Spooner
   Title: Vice President Corporate Trust

THE CHASE MANHATTAN BANK (formerly Chemical Bank), not in its individual capacity, but solely as Administrative Agent under the FI Credit Agreement and the CDF, as Security Agent under the Bank Security Documents and as JAA Security Agent under the JAA Fiduciary Transfer and the JAA Fiduciary Power,

by /s/ James H. Ramage
   ----------------------------------
   Name:  James H. Ramage
   Title: Vice President
          Global Natural Resources

THE CHASE MANHATTAN BANK (as successor to The Chase Manhattan Bank (National Association)), not in its individual capacity, but solely as Documentary Agent under the FI Credit Agreement and the CDF and as Depositary under the Trust Agreement,

by /s/ James H. Ramage
   -----------------------------------
   Name:  James H. Ramage
   Title: Vice President
          Global Natural Resources

Dated October 11, 1996

P.T. FREEPORT INDONESIA COMPANY

and

RTZ INDONESIAN FINANCE LIMITED

Credit Facility of up to $450,000,000

CONTENTS

Clause                                             Page No.


INTERPRETATION........................................  2
AMOUNT................................................  8
PURPOSE...............................................  8
CONDITIONS PRECEDENT..................................  9
AVAILABILITY OF ADVANCES.............................. 11
LENDER RETURN......................................... 12
REPAYMENT OF LOAN..................................... 15
UNDERTAKINGS.......................................... 16
ILLEGALITY............................................ 18
PAYMENTS.............................................. 18
DEFAULT............................................... 21
EXPENSES.............................................. 23
ASSIGNMENT............................................ 23
NOTICES............................................... 24
GOVERNING LAW......................................... 24
MISCELLANEOUS......................................... 25
     SCHEDULE 1....................................... 27
     Address for Notices to FI........................ 27
     SCHEDULE 2....................................... 28
     Form of Advance Request.......................... 28

THIS AGREEMENT is made October 11, 1996

BETWEEN

(1) P.T. FREEPORT INDONESIA COMPANY of Plaza 89, 5th Floor,
Jl.H.R. Rasuna Said Kav.X-7 No.6, Jakarta 12940 Indonesia ("FI") and

(2) RTZ INDONESIAN FINANCE LIMITED of 6 St. James's Square, London SW1Y 4LD, England (the "RTZ Lender")

WHEREAS

(A) By a Contract of Work dated 30 December 1991 made between The Government of the Republic of Indonesia (the "Government") and FI, the Government appointed FI as the sole contractor for the Government with respect to the Contract Area, as defined in the Contract of Work, with the sole rights to explore, mine, process, store, transport, market, sell and dispose of Products (as defined in the Contract of Work) in the Contract Area (defined as aforesaid)

(B) By a participation agreement of even date herewith between FI and P.T. RTZ-CRA Indonesia, a company in formation under the laws of the Republic of Indonesia ("PT-RTZ"), FI and PT- RTZ agreed, inter alia, to participate in operations under the Contract of Work (as defined below)

(C) RTZ Lender and PT-RTZ are both subsidiaries of The RTZ Corporation PLC

(D) RTZ Lender has agreed to make available to FI a loan facility of up to but not exceeding a maximum aggregate principal amount to be advanced of $450,000,000, repayment of which is to be discharged solely out of FI Incremental Expansion Cashflow (as defined below)

IT IS AGREED as follows

(a)             "Additional Amounts" means such
     additional amounts as may be required, after the
     deduction or withholding of Applicable Taxes
     (including Applicable Taxes with respect to any
     Additional Amounts), to enable RTZ Lender to
     receive from FI and retain an amount equal to the
     full amount stated to be payable to RTZ Lender
     under Clause 6 of this Agreement, subject to the
     limit on the rate of Applicable Taxes as a result
     of the proviso to the definition of "Applicable
     Taxes"

(b)             "Advance" means the principal amount of
     each borrowing by FI under this Agreement

(c)             "Advance Date" means, in relation to
     each Advance, the date specified as such in the
     relative Advance Request or, on and after the
     making thereof, the date on which it was made

(d)             "Advance Request" means a request,
     substantially in the form of Schedule 2 to this
     Agreement, made by FI to RTZ Lender in accordance
     with Clause 5 for an Advance to be made by RTZ
     Lender to FI under this Agreement

(e)             "Applicable Taxes" means all present and
     future Taxes (whether or not collectable by
     deduction or withholding) imposed in the Republic
     of Indonesia, the United States of America or any
     jurisdiction through or out of which such payment
     is made or any political subdivision or taxing
     authority thereof on any payment (other than of
     principal) by FI to RTZ Lender under this Agreement
     (other than Taxes imposed, assessed, levied or
     collected on or with respect to the net income of
     RTZ Lender), provided that such Applicable Taxes
     will, with respect to each taxing jurisdiction, be
     at a rate which does not exceed the rate of
     withholding on interest giving effect, in each
     case, to any applicable Tax treaty, with RTZ Lender
     qualified thereunder as a United Kingdom person and
     "Applicable Tax" shall be construed accordingly

(f)             "Approved Expansion Project" has the
     meaning assigned to it in the Participation
     Agreement

(g)             "Approved Programme and Budget" has the
     meaning assigned to it in the Participation
     Agreement

(h)             "Available Commitment" means at any time
     $450,000,000 less the aggregate amount of the
     Advances which have theretofore been made

(i)             "Bank Credit Agreements" means together
     the FI Credit Agreement and the CDF

(j)             "Business Day" means a day on which
     banks and foreign exchange markets are open for
     business in London and New York City

(k)             "CDF" means the Credit Agreement dated
     as of 30 June 1995 (as amended) between FI,
     Freeport-McMoRan Copper & Gold Inc. ("FCX"), the
     banks party to the FI Credit Agreement, The Chase
     Manhattan Bank (formerly Chemical Bank) as
     Administrative Agent, JAA Security Agent and as
     Security Agent, the Trustee and The Chase Manhattan
     Bank (as successor to The Chase Manhattan Bank
     (National Association)) as Documentary Agent

(l)             "Commitment" means the obligation of RTZ
     Lender under and subject to the terms of this
     Agreement to make available to FI Advances of an
     aggregate principal amount not exceeding the
     Available Commitment

(m)             "Contract Area Block A" has the meaning
     assigned to it in the Participation Agreement

(n)             "Contract of Work" means the Contract of
     Work referred to in Recital (A)

(o)             "Default" means any Event of Default and
     any event which, with the giving of any notice
     and/or the expiry of time and/or the fulfilment of
     any other condition stated in Clause 11(1) below
     would be or become an Event of Default

(p)             "Dispose" has the meaning assigned to
     that expression in the Participation Agreement

(q)             "Early Closing Agreement" means the
     agreement dated as of the date of this Agreement
     between FI, FCX, PT-RTZ, The RTZ Corporation PLC,
     RTZ Jersey Investments One Limited, RTZ Jersey
     Nominees Limited, First Trust of New York, National
     Association, as Trustee, The Chase Manhattan Bank
     (formerly Chemical Bank), as Administrative Agent,
     JAA Security Agent and Security Agent, and The
     Chase Manhattan Bank (as successor to The Chase
     Manhattan Bank (National Association)), as
     Depositary and Documentary Agent.

(r)             "Encumbrance" means any mortgage, deed
     of trust or other trust arrangement for the purpose
     of providing security, deed to secure debt or any
     other security agreement or arrangement, pledge,
     hypothecation, assignment for the purpose of
     providing security, security interest, encumbrance,
     lien or charge of any kind, whether voluntarily
     incurred or arising by operation of law, by
     statute, contract or otherwise, affecting any
     property, including any power of attorney or
     agreement to grant any of the foregoing, any
     conditional sale or other title retention
     agreement, any lease in the nature of a security
     interest and/or the filing of or agreement to give
     any financing statement (other than a precautionary
     financing statement with respect to a lease that is
     not in the nature of a security interest) under the
     UCC or comparable law of any jurisdiction with
     respect to any property

(s)             "Enterprise Operations" has the meaning
     assigned to it in the Participation Agreement

(t)             "Event of Default" means any of the
     events specified in Clause 11(1) below

(u)             "Expansion" has the meaning assigned to
     it in the Participation Agreement

(v)             "Facility" means the credit facility
     granted to FI by RTZ Lender in this Agreement

(w)             "Feasibility Study" has the meaning
     assigned to it in the Participation Agreement

(x)             "FI Credit Agreement" means the Credit
     Agreement dated as of 27 October 1989 (as amended)
     between FI,  FCX, certain banks, The Chase
     Manhattan Bank (formerly Chemical Bank) as Ad-
     ministrative Agent, JAA Security Agent and Security
     Agent, the Trustee and The Chase Manhattan Bank
     (the successor to The Chase Manhattan Bank
     (National Association)) as Documentary Agent

(y)             "FI Incremental Expansion Cashflow"
     means FI's portion of Incremental Expansion
     Cashflow under the Participation Agreement

(z)             "Fiduciary Assignment of Accounts
     Receivable" has the meaning assigned to it in the
     Restated Trust Agreement

(aa)            "Government" has the meaning assigned to
     it in Recital (A)

(bb)            "Governmental Agency" means the
     Government (including the President and any
     Minister), and any material state, provincial or
     local court or governmental agency, authority,
     instrumentality or regulatory body of Indonesia or
     any other country

     (cc) "Implementation Agreement" means the agreement
     so designated between FCX and RTZ dated as of 2 May
     1995

     (dd) "Incremental Expansion Cashflow" has the
     meaning assigned to it in the Participation
     Agreement

     (ee) "Incremental Expansion Revenues" has the
     meaning assigned to it in the Participation
     Agreement

     (ff) "Intercreditor Agreement" means the agreement
     dated as of the date of this Agreement between,
     among others, RTZ Lender, The Chase Manhattan Bank
     (formerly Chemical Bank), as Administrative Agent
     and Security Agent, and The Chase Manhattan Bank
     (as successor to The Chase Manhattan Bank (National
     Association)), as Depositary and Documentary Agent

     (gg) "Loan" means together the Relevant Approved
     Expansion Project Loans

     (hh) "Month" means a calendar month

     (ii) "Operator" has the meaning assigned to it in
     the Participation Agreement

     (jj) "Participating Interest" has the meaning
     assigned to it in the Participation Agreement

     (kk) "Participation Agreement" means the
     participation agreement referred to in Recital (B)

     (ll) "Prescribed Rate" has the meaning assigned to
     such expression in Clause 6(3)(a) below

     (mm) "Programme" and "Budget" each has the meaning
     assigned to it in the Participation Agreement

     (nn) "Reference Banks" means together Morgan
     Guaranty Trust Company of New York, Barclays Bank
     PLC, Deutsche Bank AG, ABN-AMRO Bank N.V., The
     Chase Manhattan Bank, and any bank mutually
     selected by RTZ Lender and FI pursuant to Clause
     6(3)(d) below to replace any of such banks and
     "Reference Bank" means each and any of them

     (oo) "Relevant Costs" means costs, expenses and
     expenditures to be incurred as comprised in and
     pursuant to one or more Approved Programmes and
     Budgets and Applicable Taxes and Additional Amounts
     payable from Advances as provided in this Agreement

     (pp) "Relevant Approved Expansion Project" means an
     Approved Expansion Project in or towards the
     financing of which proceeds of Advances made under
     this Agreement are or will be applied

     (qq) "Relevant Approved Expansion Project Loan"
     means the aggregate outstanding principal amount of
     all Advances made to FI under this Agreement in
     respect of the Relevant Approved Expansion Project
     together with all interest and commitment fees
     added thereto as provided in Clause 6(4) below

     (rr) "Restated Trust Agreement" means the amended
     and restated trust agreement dated as of the date
     of this Agreement between, among others, FI, RTZ
     Lender and the Trustee

     (ss) "RTZ Lender Financing Annex" means the annex
     to the Restated Trust Agreement and comprising a
     part thereof pursuant to which FI Incremental
     Expansion Cashflow (and FI's related rights under
     the Concentrate Sales Agreements) are collaterally
     assigned to the Trustee for the benefit of RTZ
     Lender

     (tt) "RTZ Lender Lien" means the first priority
     security interest in FI Incremental Expansion
     Cashflow (and FI's related rights under the
     Concentrate Sales Agreements) granted to the
     Trustee for the benefit of RTZ Lender pursuant to
     this Agreement, the Restated Trust Agreement and
     the Fiduciary Assignment of Accounts Receivable as
     security for the payment of all amounts payable by
     FI under this Agreement

     (uu) "RTZ Lender's UK Group" means the group of
     companies comprising The RTZ Corporation PLC and
     its United Kingdom subsidiaries, where subsidiary
     has the meaning assigned to it in Section 736 of
     the Companies Act 1985 of Great Britain

     (vv) "RTZ Loan Transaction Documents" means
     together the Implementation Agreement, the
     Participation Agreement, the Early Closing
     Agreement and the other agreements and documents
     referred to therein and the Side Letter

     (ww) "Security Documents" means together the
     Restated Trust Agreement, the Fiduciary Assignment
     of Accounts Receivable and the RTZ Lender Financing
     Annex

     (xx) "Side Letter" means the agreement dated as of
     the date hereof among FI, RTZ, PT-RTZ, The Chase
     Manhattan Bank (formerly Chemical Bank), as
     Administrative Agent, JAA Security Agent and
     Security Agent, The Chase Manhattan Bank (as
     successor to The Chase Manhattan Bank (National
     Association)), as Documentary Agent and Depositary,
     the Trustee, RTZ Indonesian Investments Limited and
     RTZ Lender

     (yy) "Taxes" includes all present and future income
     and other taxes, levies, imposts, assessments,
     duties, charges, deductions and withholdings
     whatsoever together with interest thereon and
     penalties with respect thereto and "Tax" and
     "Taxation" shall be construed accordingly

     (zz) "Trustee" means First Trust of New York,
     National Association, trustee under the Trust
     Agreement, and any successor trustee under the
     Restated Trust Agreement

     (aaa) "UCC" means the Uniform Commercial Code as in
     effect from time to time in the State of New York
     or, as appropriate, the Uniform Commercial Code (or
     equivalent) as in effect from time to time in any
     other relevant jurisdiction

     (bbb) "U.S.A." means the United States of America,
     any state or territory thereof and the District of
     Columbia

     (ccc) "Year" means a calendar year commencing 1
     January

     (ddd) "dollars" and "$" means the lawful currency
     for the time being of the U.S.A.

(2) In this Agreement,

(a)             the contents page hereof and the
     headings in this Agreement are for convenience only
     and shall be ignored in construing this Agreement

(b)             references to a "person" shall include
     an individual, company, corporation, firm,
     partnership, joint venture, association, trust or
     agency of a state (in each case, whether or not
     having a separate legal personality)

(c)             references to any document or agreement,
     including, without limitation, the Contract of
     Work, shall include such document or agreement as
     amended, novated, substituted, varied, supplemented
     or replaced from time to time

(d)             references to a party to this Agreement
     or to a Reference Bank or any other person
     mentioned in this Agreement shall include such
     party's or person's successors or permitted assigns

(e)             references to this Agreement shall
     include all schedules and annexes hereto.

AMOUNT

2. Subject to the terms of this Agreement, RTZ Lender grants to FI a dollar loan facility whereby RTZ Lender, when requested by FI pursuant to an Advance Request and subject as aforesaid, will make to FI Advances denominated in dollars of an aggregate amount not to exceed $450,000,000.

PURPOSE

3. The proceeds of each Advance shall be applied only in or towards financing payment of Relevant Costs of one or more Approved Expansion Projects (and FI undertakes so to apply each such Advance) and no Advance shall be drawn by FI unless the proceeds of such Advance are or will be so applied within thirty days after the Advance Date.

(a)             a copy of a resolution of the board of
     directors of FI approving the transactions and
     matters to be implemented under the RTZ Loan
     Transaction Documents to which it is to be party
     and authorising a specified person or persons to
     execute and deliver on its behalf the RTZ Loan
     Transaction Documents to which it is to be party,
     and to execute and deliver and/or despatch all
     notices, certificates and other documents to be
     executed and delivered and/or despatched in
     connection with any of the RTZ Loan Transaction
     Documents, such copies to be accompanied by a
     certificate of FI signed by any authorised officer
     on behalf of the board of directors confirming that
     the utilisation by FI of such Advance would not
     cause any borrowing limit contained in the Articles
     of FI or in any other agreement or instrument to
     which FI is a party to be exceeded

(b)             a copy of the signatures of those
     persons authorised to execute and deliver on behalf
     of FI the RTZ Loan Transaction Documents to which
     it is to be party and of those persons authorised
     to execute and deliver and/or despatch on behalf of
     FI all notices, certificates and other documents in
     connection therewith

(c)             a copy of each of the Security Documents
     duly executed by FI and each of the other parties
     to it (other than RTZ Lender) together with
     evidence that the RTZ Lender Lien has been
     perfected and all taxes, stamp duties and fees
     payable in respect thereof have been duly paid

(d)             a legal opinion of Ali Budiardjo,
     Negroho & Reksodiputro, Indonesian legal advisers
     to FI, addressed to RTZ Lender in form and
     substance reasonably satisfactory to RTZ Lender

(e)             a legal opinion of Davis Polk &
     Wardwell, US Counsel to FI, addressed to RTZ Lender
     in form and substance reasonably satisfactory to
     RTZ Lender

(f)             a copy of the Participation Agreement
     duly executed by each of the parties to it

(g)             a copy of the Intercreditor Agreement
     duly executed by each of the other parties to it
     and such other evidence that such agreement is in
     full force and effect as RTZ Lender may reasonably
     require

(h)             a copy of the Early Closing Agreement
     duly executed by each of the parties to it

(i)             a copy of the Side Letter duly executed
     by each of the parties to it.

(2) The obligations of RTZ Lender in respect of the making of each Advance under this Agreement are subject to the further conditions precedent that both at the time of the relative Advance Request and at the Advance Date:

(a)             no Event of  Default under Clauses
     11(1)(a), (e), (i), (j) or (k) shall have occurred
     and be continuing or would result from or be in
     existence immediately after the making of such
     Advance which has not been waived by RTZ Lender

(b)             no Event of Default, act of war,
     insurrection, rebellion, earthquake or other event
     of like impact has occurred as a result of which
     RTZ Lender has determined that, in its reasonable
     judgment, it is unlikely that the Relevant Approved
     Expansion Project will proceed to completion, in
     which event RTZ Lender will nevertheless make
     Advances (not to exceed the Available Commitment)
     to cover cash calls required to pay obligations in
     respect of the Relevant Approved Expansion Project
     outstanding at the time of the call which the
     Participants are legally obliged to pay or which
     are agreed between the Participants to be necessary
     to pay the costs of suspending or terminating such
     Relevant Approved Expansion Project

(c)             such Advance shall not cause the
     Available Commitment to be exceeded

(d)             RTZ Lender shall have received in form
     and substance satisfactory to it a certificate of
     FI signed by any authorized officer on behalf of
     the board of directors confirming that the
     utilisation by FI of such Advance would not cause
     any borrowing limit contained in the Articles of FI
     or in any other agreement or instrument to which FI
     is a party to be exceeded.

(3) If any event shall occur as a result of which RTZ Lender (whether before or after Incremental Expansion Cashflow starts being generated) shall cease to have access to 100% of FI Incremental Expansion Cashflow, if any, (including the failure to have the benefit of the Intercreditor Agreement, the Restated Trust Agreement and the Side Letter, or comparable protection), RTZ Lender's obligation to make Advances shall be suspended until such time as RTZ Lender shall again have access to such FI Incremental Expansion Cashflow, it being understood that RTZ Lender and FI shall use their respective best efforts to cure the event giving rise to such cessation of access to such FI Incremental Expansion Cashflow.

AVAILABILITY OF ADVANCES

5. (1) Subject to the terms of this Agreement, FI may require that an Advance be made to it under this Agreement by delivering to RTZ Lender prior to 10am (London time) on the fifth Business Day before the proposed Advance Date, a duly completed Advance Request.

(2) Each Advance Request shall specify:

(a)             the amount of the proposed Advance,
     which shall not be in such an amount as to exceed
     the Available Commitment

(b)             (unless previously notified to RTZ
     Lender in writing and not revoked in accordance
     with this Agreement) the details of the bank and
     account to which the proceeds of the proposed
     Advance are to be made available

(c)             the Relevant Approved Expansion Project,
     together with, in the case of the first Advance
     Request in respect of a Relevant Approved Expansion
     Project, FI's best estimate, taken from the
     Feasibility Study for the Relevant Approved
     Expansion Project, of

     (i)                  the aggregate of the projected
         Relevant Costs of the Relevant Approved
         Expansion Project

     (ii) the period over which the projected Relevant
         Costs of the Relevant Approved Expansion
         Project will be incurred and

     (iii) an assumed repayment schedule based upon the
         application of 100% of FI Incremental Expansion
         Cashflow, such schedule to be derived from the
         related Feasibility Study

(d)             reasonable details of the Relevant Costs
     of the Relevant Approved Expansion Project in
     question and that such sums fall due and that such
     proceeds will be so applied within thirty days
     after the proposed Advance Date.

(3) Subject to the terms of this Agreement, each Advance Request shall be irrevocable. Each Advance Request shall be based on a cash call (pursuant to paragraph 10.3 of the Accounting Procedures constituting part of the Participation Agreement) with respect to an Approved Expansion Project.

LENDER RETURN

6. (1) There shall be determined separately for each Relevant Approved Expansion Project the rate of interest applicable to Advances made to finance payment of Relevant Costs of that Relevant Approved Expansion Project.

(2) The rate of interest applicable to a Relevant Approved Expansion Project Loan shall be the rate per annum determined by RTZ Lender in accordance with Clause 6(3) below to be the Prescribed Rate for that Relevant Approved Expansion Project.

(3)          (a) Not later than the third Business Day
         before the proposed Advance Date for the first
         Advance under this Agreement in respect of each
         Relevant Approved Expansion Project, RTZ Lender
         shall select, at its absolute discretion, three of
         the Reference Banks and ask each of the three
         Reference Banks selected to provide RTZ Lender with
         a quote of (1) the rate of interest at which such
         Reference Bank would be prepared to make available
         to a subsidiary of The RTZ Corporation PLC a loan
         facility on the following basis:

         (i)                  the loan would be in an amount
             equal to the estimate given by FI pursuant to
             Clause 5(2)(c)(i) in relation to the Relevant
             Approved Expansion Project

         (ii) the loan would be capable of being drawn over
             the period estimated by FI pursuant to Clause
             5(2)(c)(ii) in relation to the Relevant
             Approved Expansion Project

         (iii) the loan would have an assumed repayment
             schedule based upon the application of 100% of
             FI Incremental Expansion Cashflow, such
             schedule to be derived from the related
             Feasibility Study

         (iv) the rate of interest should be a floating
             rate, based on a margin over LIBOR, LIBOR being
             the rate quoted by the Reference Bank in the
             ordinary course of business in the London
             Interbank Eurodollar Market at or about 11.00am
             (London time) on the day the Reference Bank
             supplies to RTZ Lender its rate for the
             offering of dollar deposits for a period of up
             to six months

         (v)                  the loan would be
             unconditionally guaranteed, as to principal and
             interest, by The RTZ Corporation PLC

                    and (2) the rate of any commitment fee.

                    The Prescribed Rate for the Relevant
         Approved Expansion Project Loan shall be the
         arithmetic mean (rounded up, if necessary, to the
         nearest fourth decimal place) of the respective
         rates quoted to RTZ Lender, provided that if any of
         the Reference Banks shall be unable or otherwise
         fails to supply a rate by 1.00pm (London time) on
         the date falling ten Business Days after the date
         of RTZ Lender's request, RTZ Lender shall select
         another Reference Bank or Banks to provide a quote
         on the basis set out above and provided further
         that if, by 1.00pm (London Time) on the date
         falling two Business Days before the end of the
         Month in which the first addition to the Relevant
         Approved Expansion Project Loan is to be made
         pursuant to Clause 6(4) below, RTZ Lender shall not
         have received a rate from each of three of the
         Reference Banks, the Prescribed Rate shall be
         determined by RTZ Lender on the basis of the
         quotations of each of the Reference Banks which
         have supplied a rate.

                    The rate of any commitment fee
         applicable to the Relevant Approved Expansion
         Project Loan shall be the arithmetic mean (rounded
         up, if necessary, to the nearest fourth decimal
         place) of the respective rates or fees (as
         appropriate) quoted by the Reference Banks whose
         quotes of the rates of interest are used by RTZ
         Lender in determining the Prescribed Rate
         applicable to the Relevant Approved Expansion
         Project Loan.

    (b)             RTZ Lender shall determine in accordance
         with Clause 6(3)(a) above and notify to FI not
         later than the Business Day before the end of the
         Month in which the first addition to the Relevant
         Approved Expansion Project Loan is to be made
         pursuant to Clause 6(4) below the Prescribed Rate
         and commitment fee applicable to the Relevant
         Approved Expansion Project Loan.

    (c)             Each Relevant Approved Expansion Project
         Loan (including, for the avoidance of doubt,
         interest and commitment fee, previously or to be
         added pursuant to Clause 6(4) below) shall accrue
         interest at the Prescribed Rate applicable to that
         Relevant Approved Expansion Project Loan.

    (d)             Should any of the Reference Banks cease
         to carry on business as a bank, the parties shall
         mutually select another bank with a credit rating
         reasonably equivalent to that enjoyed at the date
         of this Agreement by the Reference Bank in question
         to replace such Reference Bank.

(4) There shall be added to and become part of each Relevant Approved Expansion Project Loan on the last Business Day of each Month the following amounts to the extent not paid:

(a)             interest accrued thereon calculated in
     accordance with Clauses 6(3)(a) above and 6(5)(a)
     below and

(b)             an amount equivalent to a commitment fee
     in respect thereof calculated in accordance with
     Clauses 6(3)(a) above and 6(5)(b) below.

(5) RTZ Lender shall, in respect of each Relevant Approved Expansion Project Loan, calculate (on a basis of a 360 day year, comprising 12 months of 30 days each) the interest and commitment fee (if any) to be added to the Relevant Approved Expansion Project Loan on the last Business Day of each Month by

multiplying

         (a)             in the case of the interest to be added,
              the Relevant Approved Expansion Project Loan as at
              the end of the Month in question (immediately prior
              to the addition on the last Business Day of that
              Month of any amounts pursuant to Clause 6(4)(a)) by
              the Prescribed Rate applicable to the Relevant
              Approved Expansion Project Loan, expressed as a
              monthly rate, where such monthly rate shall be the
              interest factor which, when compounded for 12
              months, equals the Prescribed Rate applicable to
              the Relevant Approved Expansion Project Loan

         (b)             in the case of the commitment fee to be
              added, the difference between the estimate of the
              Advance required in relation to the projected
              Relevant Costs given by FI pursuant to Clause
              5(2)(c)(i) in relation to the Relevant Approved
              Expansion Project and the Relevant Approved
              Expansion Project Loan as at the end of the Month
              in question (immediately prior to the addition on
              the last Business Day of that Month of any amounts
              pursuant to Clause 6(4)(b)) by the rate of
              commitment fee applicable to the Relevant Approved
              Expansion Project Loan, expressed as a monthly
              rate, where such monthly rate shall be the factor
              which, when compounded for 12 months, equals the
              rate of the commitment fee applicable to the
              Relevant Approved Expansion Project Loan.

RTZ Lender shall, not later than the fifth Business Day after the end of each Month, send to FI a statement showing the aggregate amount of the Relevant Approved Expansion Project Loan outstanding at the end of the previous Month (prior to the addition of the sums mentioned next) together with the interest and commitment fee applicable during and added to the Relevant Approved Expansion Project Loan at the end of the Month and shall give to FI such explanation regarding the calculation of the interest and commitment fee added as FI may reasonably require.

(6) Each determination by RTZ Lender of the Prescribed Rate and the rate of commitment fee applicable to a Relevant Approved Expansion Project Loan and the amounts of interest accrued on the Relevant Approved Expansion Project Loan and commitment fee applicable thereto shall, in the absence of manifest error, be conclusive.

REPAYMENT OF LOAN

7. (1) Except as otherwise provided in this Agreement, beginning on the Sharing Commencement Date (as defined in the Participation Agreement), FI will pay to (or, in the case of payments in respect of Applicable Taxes and Additional Amounts, on behalf of) RTZ Lender all the FI Incremental Expansion Cashflow (determined in accordance with the Participation Agreement) until the Loan is repaid in full. FI shall not be required to repay the Loan or pay any other obligation under this Agreement from any of its assets other than the FI Incremental Expansion Cashflow provided that in any event the Loan shall mature and be repayable in full on the earlier of the date which is 25 years after the date of the first Advance under this Agreement and the date which is 15 years after the date of the last Advance under this Agreement and provided further that, on such earlier date, FI may, in lieu of repaying the Loan, at its option assign to RTZ Lender all of the FI Incremental Expansion Cashflow in full and final satisfaction of all FI's obligations hereunder and in no circumstances shall FI require or have the right to require RTZ Lender to reassign the same to FI.

(2) With effect from the Sharing Commencement Date (defined as above), FI shall, not later than the twentieth Business Day after the end of each Month, pay, or cause to be paid, to (or, in the case of payments of Applicable Taxes and Additional Amounts, on behalf of) RTZ Lender in dollars the whole of the FI Incremental Expansion Cashflow for the immediately preceding Month distributed to FI by the Operator in accordance with the terms of the Participation Agreement. Each such payment shall be accompanied by a statement containing details of the FI Incremental Expansion Cashflow computation.

(3) Not later than 45 Business Days after the end of each Year after the date of commissioning of the first Approved Expansion Project, FI shall send to RTZ Lender a statement showing for the previous Year (or part thereof) the FI Incremental Expansion Cashflow, such statement to contain sufficient data to enable RTZ Lender to verify the calculation thereof. If the annual statement indicates an overpayment of FI Incremental Expansion Cashflow, RTZ Lender shall pay to FI a sum equal to the excess within 30 Business Days. If the annual statement indicates an underpayment of FI Incremental Expansion Cashflow, FI shall pay to RTZ Lender a sum equal to the shortfall within 30 Business Days.

(4) Each payment under this Clause 7 shall be applied to Relevant Approved Expansion Project Loans in the following order of priority:

(i) first, to any Applicable Taxes or Additional Amounts then payable;

(ii) secondly, to any amounts of commitment fee or interest then payable, rateably;

(iii) thirdly, to the principal amount of the Relevant Approved Expansion Project Loans in the order in which the first Advance thereunder is made so that no payment shall be applied to the principal amount of any Relevant Approved Expansion Project Loan other than the first until the principal amount of the first has been repaid in full and so on.

(a)             FI will notify RTZ Lender of any Default
     promptly upon FI becoming aware of the same and of
     any remedial action being taken

(b)             FI will not take any action or fail to
     take any action, including actions or failures to
     act under the Contract of Work, the Participation
     Agreement or any of the RTZ Loan Transaction
     Documents to which it is a party, if the effect of
     any such action or failure to act would have a
     material adverse effect on the ability of FI to
     carry out Enterprise Operations or affect
     materially and adversely the access of RTZ Lender
     to 100% of the FI Incremental Expansion Cashflow or
     affect materially and adversely the rights of RTZ
     Lender under the RTZ Loan Transaction Documents

(c)             FI will give prompt notice to RTZ Lender
     of any notice of default, lawsuit, proceeding,
     action or damage of which it becomes aware which
     might materially and adversely affect the ability
     of  FI to carry out Enterprise Operations or the
     access of RTZ Lender to 100% of the FI Incremental
     Expansion Cashflow or might materially and
     adversely affect the rights of RTZ Lender under the
     RTZ Loan Transaction Documents

(d)             FI shall at all times maintain in full
     force and effect for the benefit of RTZ Lender a
     first priority lien with respect to 100% of the FI
     Incremental Expansion Cashflow, free and clear of
     all Encumbrances except for a subordinated lien in
     favour of the secured creditors of FI that are
     parties to the Intercreditor Agreement to the
     extent provided for in the Intercreditor Agreement
     and the Side Letter

(e)             FI shall not Dispose of any part of its
     share of Incremental Expansion Revenues without the
     prior written consent of RTZ Lender and in the
     event of any such Disposal, FI shall procure that
     the transferee commits in writing to RTZ Lender to
     be bound by the repayment provisions of this
     Agreement to the extent of the Participating
     Interest or such other interest transferred

(f)             FI shall at its own expense execute any
     and all further deeds, documents, agreements and
     instruments, and take all such further actions as
     may be required under applicable law or which RTZ
     Lender may reasonably request in order to perfect
     the transactions contemplated by this Agreement,
     the Restated Trust Agreement and the Fiduciary
     Assignment of Accounts Receivable, subject to the
     Intercreditor Agreement and the Side Letter and in
     order to grant, preserve, protect and perfect the
     validity and first priority of the RTZ Lender Lien.

(2) RTZ Lender shall record in RTZ Lender's internal records separately for each Relevant Approved Expansion Project Loan the date and amount of each Advance from RTZ Lender to FI, the amount of interest and other sums added to the Relevant Approved Expansion Project Loan on the last Business Day of each Month and the date each such amount is added, and the date and amount of each payment by FI to RTZ Lender under this Agreement with respect to the Relevant Approved Expansion Project Loan provided that the failure of RTZ Lender to make or any error in any such entries shall not affect the obligations of FI under this Agreement.

ILLEGALITY

9. If any change in or the introduction of any law, regulation, treaty or (whether or not having the force of law) official directive or rule of any governmental, fiscal, monetary or regulatory (including any self regulatory) authority, organisation or agency of or in the United Kingdom, Indonesia or the U.S.A., or any change in the interpretation, administration or application thereof by the relevant courts or other authority, organisation or agency in any such jurisdiction or compliance by RTZ Lender therewith, shall make it unlawful or contrary to any such regulation, treaty, official directive or rule for RTZ Lender to make available or fund or maintain or to give effect to its obligations as contemplated hereby, RTZ Lender may, by notice thereof to FI, declare that, to the extent that they are so unlawful or contrary to such regulation, treaty, official directive or rule, RTZ Lender's obligations to FI hereunder shall be suspended forthwith whereupon such obligations and RTZ Lender's Commitment shall be so suspended until such time as such condition is no longer operative. If and to the extent that the continued lending thereof by RTZ Lender would cause RTZ Lender to be in breach of such law, regulation, treaty, official directive or rule, FI will co-operate with RTZ Lender with a view to enabling RTZ Lender to transfer the Loan, its rights under the Trust Agreement and its obligations under this Agreement to another subsidiary of The RTZ Corporation PLC incorporated in a jurisdiction where there is no such illegality provided that if no such subsidiary acceptable to both FI and The RTZ Corporation PLC is identified within a period of twelve months, RTZ Lender's obligations to FI hereunder shall be terminated.

PAYMENTS

10. (1) All payments to be made by FI to RTZ Lender under this Agreement shall be made in dollars in same day funds to such account at such bank or office in New York City as RTZ Lender shall designate by notice to FI given not less than five Business Days prior to the date of such payment.

(2) All payments to be made by RTZ Lender to FI under this Agreement shall be made in dollars in same day funds to such account at such bank or office as FI may designate by notice to RTZ Lender given not less than five Business Days prior to the date of such payment or as FI shall designate in the relevant Advance Request.

(3)          (a) FI shall pay to or on behalf of RTZ Lender
         from the sources specified below (the "Specified
         Sources") an amount equal to all Applicable Taxes
         with respect to amounts payable under this
         Agreement, together with any Additional Amounts, in
         accordance with Clause 10(3)(c).  Payments from
         Specified Sources shall mean:

         (i)                  in the period before any
             Incremental Expansion Cashflow is generated,
             out of Advances (not to exceed the Available
             Commitment) and should any proposed Advance in
             respect of such payments otherwise cause the
             Available Commitment to be exceeded, FI may, at
             its option, either suspend claiming a deduction
             for interest on the Loan (but this is without
             prejudice to the accrual of interest under
             Clause 6) or request an advance from RTZ Lender
             for the excess which shall be granted on the
             same terms as those applicable to Advances
             under this Agreement but at a rate of interest
             reflecting a loan to FI and not to The RTZ
             Corporation PLC

         (ii) in the period after Incremental Expansion
             Cashflow begins to be generated, subject to
             Clause 10(3)(c), first, from Incremental
             Expansion Cashflow available at the time of
             payment and secondly, to the extent that there
             is insufficient to meet any payment, from
             Advances (not to exceed the Available
             Commitment) and should any proposed Advance in
             respect of such payments otherwise cause the
             Available Commitment to be exceeded, FI may, at
             its option, either suspend claiming a deduction
             for interest on the Loan (but this is without
             prejudice to the accrual of interest under
             Clause 6) or request an advance from RTZ Lender
             for the excess which shall be granted on the
             same terms as those applicable to Advances
             under this Agreement but at a rate of interest
             reflecting a loan to FI and not to The RTZ
             Corporation PLC.

    (b)             FI shall from the Specified Sources
         indemnify RTZ Lender against and reimburse RTZ
         Lender upon demand for any Applicable Taxes or
         Additional Amounts paid by RTZ Lender and any loss,
         liability, claim or expenses (including interest,
         penalties, fines, surcharges and legal fees) which
         RTZ Lender may incur at any time arising out of or
         in connection with any failure of FI to make any
         payments of Applicable Taxes or Additional Amounts.

    (c)             FI shall pay or account to the relevant
         taxation or other authorities from the Specified
         Sources within the period permitted by applicable
         law the full amount of any Applicable Tax or
         Additional Amounts payable hereunder and within
         thirty days after each payment by FI hereunder of
         any such Applicable Tax or Additional Amounts, FI
         shall deliver to RTZ Lender evidence (including
         receipts where obtained within that period) that
         such Applicable Tax or Additional Amounts have been
         duly remitted to the appropriate authority.  If any
         such receipts are obtained after the expiry of such
         thirty day period, FI shall furnish copies thereof
         promptly to RTZ Lender.

                    FI shall promptly pay to RTZ Lender from
         the Specified Sources the full amount of any
         Applicable Taxes and Additional Amounts in respect
         thereof upon receipt of notice from RTZ Lender of
         the imposition and amount of such Applicable Tax
         and Additional Amounts when such Applicable Tax and
         Additional Amounts are imposed on any payment in
         the hands of RTZ Lender.

    (d)             If, following the imposition of any
         Applicable Tax or Additional Amount, under this
         Clause 10(3), RTZ Lender determines in its absolute
         discretion that it has obtained a refund of Tax
         payable by it or obtained or used a credit or any
         other relief against Tax on its profits or income
         (any of the foregoing being a "Tax Credit") which
         RTZ Lender in its absolute discretion is able to
         quantify and identify as attributable to Applicable
         Tax or the Additional Amounts paid by FI, then, if
         RTZ Lender can do so without any adverse
         consequences for itself or any other company in RTZ
         Lender's Group, RTZ Lender shall treat as a payment
         made pursuant to Clause 7 such proportion of that
         Tax Credit as RTZ Lender in its absolute discretion
         may determine will leave RTZ Lender and each other
         company in RTZ Lender's Group (after that
         reimbursement) in no better or worse position in
         respect of their worldwide Tax liabilities than
         they would have been in if no payment by FI of
         Applicable Taxes or Additional Amounts had been
         required.  RTZ Lender shall have absolute
         discretion as to whether to claim any Tax Credit
         (and, if it does claim, the extent, order and
         manner in which it does so) and whether any amount
         is due from it under this Clause 10(3)(d) (and, if
         so, what amount and when).  RTZ Lender shall not be
         obliged to disclose any information regarding its
         Tax affairs and computations or those of any other
         company in RTZ Lender's Group.

    (e)             RTZ Lender warrants to FI that RTZ
         Lender is fully eligible for the benefits of the
         "Interest" provision of the double taxation treaty
         between the United Kingdom and the United States of
         America and of the double taxation treaty between
         the United Kingdom and The Republic of Indonesia.

                    Each of FI and RTZ Lender shall provide
         to the other promptly and file with any relevant
         taxation or other authority all information,
         documents, certificates and returns reasonably
         required by the other or necessary in order to
         enable RTZ Lender and FI to claim the benefits of
         any relevant double taxation treaty in respect of
         the lower rate of withholding tax on payments other
         than principal.

(a)             if default is made in the payment of any
     sum due under this Agreement on the due date and
     otherwise in accordance with the provisions of this
     Agreement and such failure shall continue for 30
     days after notice by RTZ Lender; or

(b)             if FI for any reason fails duly and
     promptly to perform or observe any of its material
     obligations under this Agreement or any of the
     other RTZ Loan Transaction Documents to which it is
     party and such failure shall continue for 30 days
     after notice by RTZ Lender; or

(c)             if any authorisation, approval or
     consent necessary for FI to enter into or perform
     this Agreement or any of the other RTZ Loan
     Transaction Documents to which it is party or to
     ensure that this Agreement or any of the other RTZ
     Loan Transaction Documents is legal, valid and
     enforceable is revoked or terminated or expires and
     is not renewed; or

(d)             if for any reason the Intercreditor
     Agreement, the Side Letter or any of the Security
     Documents shall cease to be valid, legally binding
     and enforceable; or

(e)             if the maturity of the indebtedness
     under either of the Bank Credit Agreements has been
     accelerated as a result of an Event of Default  as
     defined in and under such Bank Credit Agreements;
     or

(f)             if FI shall abandon or postpone
     indefinitely or resolve to abandon or postpone
     indefinitely Enterprise Operations in or relating
     to Contract Area Block A or shall no longer be
     entitled to carry on Enterprise Operations in or
     relating to Contract Area Block A, whether because
     of its default under or termination of the Contract
     of Work or for any reason whatsoever; or

(g)             if the Contract of Work shall be
     terminated or otherwise fail to be in full force
     and effect or shall be amended without the consent
     of RTZ Lender in any manner which materially and
     adversely affects the rights and benefits granted
     to RTZ Lender under the RTZ Loan Transaction
     Documents or the Minister of Mines and Energy of
     Indonesia (or any successor entity) or the
     Government shall take any action in contravention
     of the Contract of Work or otherwise which
     materially and adversely affects FI's ability to
     perform its obligations under the RTZ Loan
     Transaction Documents to which it is a party or the
     rights and benefits granted to RTZ Lender under any
     of the RTZ Loan Transaction Documents; or

(h)             any Governmental Agency shall condemn,
     seize, nationalise, consume the management of or
     appropriate any material part of FI's Property,
     assets or revenues (with or without payment of
     compensation); or

(i)             if a general meeting of shareholders of
     FI resolves that FI be liquidated or FI suffers the
     appointment of a receiver, liquidator,
     administrator, assignee, custodian, trustee,
     sequestrator or similar official for a substantial
     part of its assets in a proceeding brought against
     or initiated by it, and such appointment is neither
     made ineffective nor discharged within ninety days
     after the making thereof or such appointment is
     consented to, requested by or acquiesced in by it;
     or

(j)             if FI commences a voluntary case under
     any applicable bankruptcy, insolvency or similar
     law now or hereafter in effect; or consents to the
     entry of an order of relief in an involuntary case
     under any such law or to the appointment of or
     taking possession by a receiver, liquidator,
     administrator, assignee, custodian, trustee,
     sequestrator or other similar official of any
     substantial part of its assets; or makes a general
     assignment for the benefit of creditors; or

(k)             if entry is made against FI of a
     judgement, decree or order for relief by a court of
     competent jurisdiction in an involuntary case
     commenced against FI under any applicable
     bankruptcy, insolvency or other similar law of any
     jurisdiction now or hereafter in effect.

(2) In the case of any such event as is mentioned in Clause 11(1), and at any time thereafter if any such event shall then be continuing, RTZ Lender may, by written notice to FI, (a) declare that an Allocation Event (as defined in the Restated Trust Agreement) shall have occurred under the Trust Agreement and/or
(b) exercise or cause the Trustee to exercise any or all of the remedies available to RTZ Lender or the Trustee under the Security Documents, the Intercreditor Agreement or the Side Letter, including, without limitation, any action required to enforce RTZ Lender's rights with respect to the FI Incremental Expansion Cashflow.

EXPENSES

12. Each of FI and RTZ Lender shall bear its own costs and expenses incurred in the preparation and negotiation of this Agreement and the other Transaction Documents. Any and all documentary taxes, assessments, notarial or other fees or charges levied by any Governmental Authority by reason of the execution and delivery of or in connection with the performance of this Agreement or any of the other Transaction Documents shall be borne equally between FI and RTZ Lender.

ASSIGNMENT

13. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, but is not assignable without the written consent of the other party hereto provided that RTZ Lender may assign without such consent of FI to a member of RTZ Lender's UK Group. Nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies under or by reason of this Agreement. Except to the extent any provision of the Intercreditor Agreement or the Side Letter would permit otherwise, (i) any transfer by FI of any portion of its Participating Interest in accordance with the Participation Agreement, to the extent such assignment relates to its interests in Incremental Expansion Cashflow, shall be subject to the terms and provisions of the RTZ Loan Transaction Documents and in particular, but without limitation, the RTZ Lender Lien, and (ii) no such assignment or transfer shall be effective until there is executed and delivered to RTZ Lender an instrument or instruments in form and substance satisfactory to RTZ Lender evidencing the agreement of the transferee to assume a proportionate share of the payment obligations hereunder and to be bound by all of the other liabilities and to perform all of the other obligations and duties under this Agreement and the other RTZ Loan Transaction Documents to which FI is party. No such assignment or transfer shall relieve FI of its obligations under this Agreement.

NOTICES

14. (1) Except as otherwise stated herein, all notices, demands or other communications hereunder to any party hereto shall be made in writing and shall be deemed to be duly given or made when delivered to such party addressed to it at its address specified in the relevant part of Schedule 1 to this Agreement, or at such other address as such party may hereafter specify for such purpose to the others by notice.

(2) A notice or other communication received on a non- working day or after 5.00pm on a working day in the place of receipt shall be deemed to be served on the next following working day in such place.

GOVERNING LAW

15. (1) This Agreement shall be governed and construed in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.

(2) Each of the parties irrevocably agrees that any suit, action or proceedings (together in this Clause 15 referred to as "Proceedings") arising out of or in connection with this Agreement, except for Proceedings regarding enforcement which may be brought in any jurisdiction, shall be brought in the courts of the Borough of Manhattan in the State of New York and submits to the exclusive jurisdiction of each such court.

(3) Each of the parties irrevocably waives any objection which it may have now or hereafter to the laying of venue of any Proceedings in any such court as is referred to in this Clause 15 and any claim that any such Proceedings have been brought in an inconvenient forum. Each of the parties hereby to the fullest extent permitted by law waives any right it may have to have any Proceedings take the form of a trial by jury.

(4) Nothing contained in this Clause 15 shall limit the rights of any party to take proceedings against any other party in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not.

MISCELLANEOUS

16. If any provision of this Agreement or the Security Documents is prohibited or unenforceable in any jurisdiction such prohibition or unenforceability shall not invalidate the remaining provisions of this Agreement or the Security Documents or affect the validity or enforceability of such provision in any other jurisdiction.

(Signature page follows)

IN WITNESS whereof the parties have caused this Agreement to be signed on the date first above written.

P.T. FREEPORT INDONESIA COMPANY

By: /s/ R. Foster Duncan
   _____________________________
   Name: R. Foster Duncan
   Title: Treasurer

RTZ INDONESIAN FINANCE LIMITED

By: /s/ Sandra Walker
   _____________________________
   Name: Sandra Walker
   Title: Attorney-In-Fact

Telephone:  62 21 850 4555
Telex:      44415 FIIJKTIA
Fax:        62 21 850 6736
Attention:  President-Director

with a copy to: P.T. Freeport Indonesia Company 1615 Poydras Street
New Orleans, LA 70112

Telephone: 504 582 4000
Telex: 6275993
Fax: 504 585 3513
Attention: General Counsel

London SW1Y 4LD
Telephone:      0171 930 2399
Telex:          24639 RTZLDN G
Fax:            0171 930 3249
Attention:      The Secretary

with a copy to: The Treasurer

                     Form of Advance Request

To:         RTZ Indonesian Finance Limited
            6 St. James's Square
            London SW1Y4LD

Attention:

[Date]

REQUEST

Agreement dated [ ] 199[ ]

Dear Sirs

We refer to the Facility constituted by an agreement (the "Agreement") dated [ ] 199[ ] made between this Company as Borrower and RTZ Indonesian Finance Limited as RTZ Lender. Terms defined in the Agreement have the same meanings herein.

We hereby give you notice pursuant to Clause 5 of the Agreement that we require an Advance to be made to us under the Agreement as follows:

(a) Drawdown Date:

(b) Amount:

We set out below the Approved Expansion Project in or towards the financing of which the proceeds of the Advance will be applied:

[ ]

[In the first Advance Request in respect of a Relevant Approved Expansion Project only:

[Our best estimate, taken from the feasibility study for the Approved Expansion Project referred to above approved pursuant to Clauses 10 and 11 of the Participation Agreement, of

(i) the aggregate of the projected Relevant Costs of the Approved Expansion Project is $

(ii) the period over which the projected Relevant Costs of the Approved Expansion Project will be incurred is years

(iii) we attach an assumed repayment schedule based on the application of 100% of the FI Incremental Expansion Cashflow based on the related Feasibility Study of the Approved Expansion Project.]

We set out below details of the Relevant Costs in or towards the financing of which the proceeds of the Advance will be applied and confirm that such proceeds will be applied within thirty days after the proposed Advance Date:

[ ]

We confirm that no Event of Default has occurred and is continuing or would occur as a result of the making of the proposed Advance which has not been waived.

Yours faithfully

Dated October 11, 1996

(1) P.T. FREEPORT INDONESIA COMPANY

(2) P.T. RTZ-CRA INDONESIA

PARTICIPATION AGREEMENT
with respect to the Contract Area

1. DEFINITIONS..............................................   1
     1.2         Interpretation.............................  11
     1.3         Headings...................................  11

2. PURPOSES AND TERM........................................  11
     2.1         General....................................  11
     2.2         Purposes...................................  12
     2.3         Assignment of COW..........................  12
     2.4         Term.......................................  13
     2.5         Termination................................  13

3. RELATIONSHIP OF THE PARTICIPANTS.........................  14
     3.1         Contribution of Use of Assets..............  14
     3.2         Obligations Several and Not Joint..........  14
     3.3         Not a Partnership..........................  14
     3.4         No Authority to Act for other Participants.  15
     3.5         No Joint Receipt of Income.................  15
     3.6         Area of Mutual Interest....................  15
     3.7         Other Business Opportunities...............  17
     3.8         Waiver of Right to Partition...............  17
     3.9         Employees..................................  17
     3.10        Title......................................  17

4. REPRESENTATIONS AND WARRANTIES...........................  18
     4.1         Capacity...................................  18
     4.2         PT-FI Representations and Warranties.......  18
     4.3         Disclosures................................  20

5. EXPLORATION CONTRIBUTIONS BY PARTICIPANTS................ 20
5.1 Exploration Contribution by PT-RTZ......... 20
5.2 Additional Cash Contributions.............. 20

6. INTERESTS OF PARTICIPANTS................................ 21

     6.1         Participating Interests....................  21
     6.2         Changes in Participating Interests.........  21
     6.3         Default in Making Contributions............  22
     6.4         Continuing Liabilities Upon Adjustment
                   of the Participating Interests...........  26

7. COVENANTS AND RIGHTS.....................................  27
     7.1         Mutual Covenants...........................  27
     7.2         PT-FI Covenants............................  28
     7.3         PT-RTZ Covenant............................  30
     7.4         Power of Attorney..........................  30
     7.5         Retained PT-FI Rights......................  31

8. COMMITTEES...............................................  33
     8.1         Exploration Committees.....................  33
     8.2         Operating Committee........................  33
     8.3         Other Committees...........................  34
     8.4         Quorum.....................................  34
     8.5         Decisions..................................  34
     8.6         Meetings...................................  35
     8.7         Action Without Meeting.....................  36
     8.8         Close-down.................................  36

9. OPERATOR.................................................  37
     9.1         Appointment................................  37
     9.2         Powers and Duties of Operator..............  37
     9.3         No Fee.....................................  41
     9.4         Standard of Care...........................  41
     9.5         Resignation; Deemed Offer to Resign........  41
     9.6         Transactions With Affiliates...............  43

10. FEASIBILITY STUDY INTO EXPANSION........................  43

11. GREENFIELD PROJECTS AND LATER EXPANSION PROJECTS........  45

12. SOLE RISK...............................................  46

13. PROGRAMMES AND BUDGETS..................................  48

14. TAXATION IN INDONESIA...................................  48

15. TRANSFER OF PARTICIPATING INTERESTS ....................  49
     15.1        General....................................  49
     15.2        Limitations on Free Transferability........  49
     15.3        First Offer Right..........................  51
     15.4        Exceptions to First Offer Right............  51

16. GENERAL PROVISIONS......................................  52
     16.1        Notices....................................  52
     16.2        Waiver.....................................  53
     16.3        Modification...............................  53
     16.4        Force Majeure..............................  54
     16.5        Governing Law..............................  55
     16.6        Penalties..................................  56
     16.7        Rule Against Perpetuities..................  57
     16.8        Further Assurances.........................  57
     16.9        Confidentiality and Public Statements......  57
     16.10       Entire Agreement; Successors and Assigns...  58
     16.11       Severability...............................  59
     16.12       Indonesian Law Waiver......................  59
     16.13       Tax Covenant...............................  59

SCHEDULE 1..................................................  62
  Privatisation Agreements..................................  62
SCHEDULE 2..................................................  65
  Deed of Assignment of Interest in COW.....................  65
SCHEDULE 3..................................................  69
  Exceptions to  Representations and Warranties.............  69
ANNEX A.....................................................  70
  Product Schedule..........................................  70
ANNEX B.....................................................  72
  Financial and Accounting Procedures.......................  72
ATTACHMENT X................................................   1

THIS AGREEMENT is made October 11, 1996

BETWEEN:

(1) P.T. FREEPORT INDONESIA COMPANY, a limited liability company organised under the laws of the Republic of Indonesia and domesticated in the State of Delaware, U.S.A. ("PT-FI") and

(2) P.T. RTZ-CRA INDONESIA, a company in formation under the laws of the Republic of Indonesia ("PT-RTZ"),

WHEREAS

(A) By a Contract of Work dated 30 December 1991 made between The Government of the Republic of Indonesia (the "Government") and PT-FI, the Government appointed PT-FI as the sole contractor for the Government with respect to the Contract Area, as defined in the Contract of Work, with the sole rights to explore, mine, process, store, transport, market, sell, and dispose of Products, as defined below, in the Contract Area (defined as aforesaid)

(B) PT-FI desires PT-RTZ and PT-RTZ desires to participate in operations under the COW (as defined below) on the terms and conditions hereinafter appearing

IT IS HEREBY AGREED as follows:

1. DEFINITIONS

1.1 In this Agreement (including the Schedules and Annexes hereto), unless the context otherwise requires, the following terms shall have the following meanings:

1.1.1 "Affiliate" or "Affiliates" of any specified person means any such other person,

       company,  partnership,  joint venture, or other  form
       of enterprise  which directly or indirectly controls,
       or is controlled  by or is under common control with,
       the  specified  person  and,  in  the  case  of  RTZ,
       includes  CRA  Limited  and  the  Affiliates  of  CRA
       Limited.  The term  "control"  as  used  herein means
       possession, directly or indirectly, of the  power  to
       direct  or cause direction of management and policies
       through ownership  of  voting  securities,  contract,
       voting trust or otherwise;

1.1.2              "Agreement"   means   this  Participation
       Agreement, including all amendments and modifications
       thereof, and all schedules and annexes  hereto, which
       are incorporated herein by this reference;

1.1.3              "Annual Budget Meeting" means the meeting
       defined in Clause 8.6;

1.1.4              "Approved  Expansion Project"  means  any
       project of Expansion in  Contract  Area Block A which
       has been approved by the boards of directors  of  PT-
       FI,  FCX  and  PT-RTZ  or  is  otherwise  an Approved
       Expansion Project in  accordance with Clause 10.3;

1.1.5              "Approved Programme and Budget"  means  a
       Programme  and  Budget which has been approved by the
       boards of directors  of  PT-FI  and  PT-RTZ  upon the
       recommendation  of the relevant Exploration Committee
       or  the  Operating   Committee,  as  appropriate,  as
       provided in Clause 8.5  and  paragraph  10.1  of  the
       Financial and Accounting Procedures;

1.1.6              "Area of Mutual Interest" has the meaning
       assigned to that expression in Clause 3.6;

1.1.7              "Assignment"    means    the   assignment
       referred to in Clause 2.3;

1.1.8              "board of directors" of PT-FI  or  PT-RTZ
       shall  mean  the respective board of directors and/or
       board of commissioners  (if  any) of such entity and,
       in  the  case of PT-RTZ during the  period  prior  to
       Completion of Formation, means the board of directors
       and/or board  of  commissioners  as  constituted from
       time to time pursuant to the Deed of Establishment of
       PT-RTZ,  whichever  is the appropriate body  (whether
       pursuant to its constitutional  documents or law) for
       the decision or action in question;

1.1.9              "Budget" means a detailed estimate of all
       costs to be incurred by the Participants with respect
       to  a  Programme  and an estimated schedule  of  cash
       calls to be made therefor;

1.1.10             "Budgetary  Period"  means  the budgetary
       period established in a Programme and Budget;

1.1.11             "Chargeable  Operations" has the  meaning
       assigned  to that expression  in  the  Financial  and
       Accounting Procedures;

1.1.12             "Close-down"  means  a  decision  by  the
       boards  of  directors  of PT-FI, FCX and PT-RTZ, upon
       the  recommendation of the  Operating  Committee,  to
       cease all Mining and Processing in the Contract Area;

1.1.13             "Committee"   means  whichever  committee
       during the applicable time  (be  that the Exploration
       Committee in respect of either Contract  Area Block A
       or  Contract Area Block B or the Operating  Committee
       or a committee established pursuant to Clause 8.3) is
       responsible   for   the  subject  matter  under  this
       Agreement as provided in Clause 8;

1.1.14             "Completion of Formation" has the meaning
       assigned  to that expression  in  the  Early  Closing
       Agreement;

1.1.15             "Confidential   Information"   means  the
       confidential information referred to in Clause 16.9;

1.1.16             "Contract Area" means the area defined as
       such under the COW;

1.1.17 "Contract Area Block" means, as appropriate or as the context requires, either

       Contract Area Block A or Contract Area Block B;

1.1.18             "Contract  Area  Block A" has the meaning
       assigned to that expression in the COW;

1.1.19             "Contract Area Block  B"  has the meaning
       assigned to that expression in the COW;

1.1.20             "Cover   Payment"   means   the   payment
       described in Clause 6.3.2.1;

1.1.21             "COW" means the Contract of Work referred
       to in Recital (A) of this Agreement and includes  any
       other  contract  of  work,  whenever granted, for the
       conduct of Exploration, Development  or Mining in all
       or any part of the Contract Area;

1.1.22             "Cut-off Date" means the last  day of the
       final  Year covered in the Product Schedule,  as  the
       same may be extended pursuant to Clause 16.4.2;

1.1.23             "Defaulting    Participant"   means   the
       Participant referred to in Clause 6.3;

1.1.24             "Development" has the meaning assigned to
       that  expression  in  the  Financial  and  Accounting
       Procedures;

1.1.25             "Dispose"  means,   in  relation  to  any
       relevant property, to sell, transfer, assign, declare
       oneself a trustee of or part with  the use or benefit
       of or otherwise dispose of the relevant  property (or
       any interest therein);

1.1.26             "dollar" or "$" means a dollar  being the
       lawful currency of the United States of America;

1.1.27             "Early   Closing   Agreement"  means  the
       agreement  dated  as  of the date of  this  Agreement
       between   PT-FI,  FCX,  PT-RTZ,   RTZ,   RTZ   Jersey
       Investments One Limited, RTZ Jersey Nominees Limited,
       First Trust  Of  New  York,  National Association, as
       Trustee, The Chase Manhattan Bank  (formerly Chemical
       Bank),  as Administrative Agent, JAA  Security  Agent
       and Security  Agent  and The Chase Manhattan Bank (as
       successor  to  The  Chase  Manhattan  Bank  (National
       Association)), as Depositary and Documentary Agent;

1.1.28             "Effective  Date"  means the date of this
       Agreement;

1.1.29             "Encumbrance" means any mortgage, pledge,
       lien, charge, power of attorney,  assignment  for the
       purpose   of   providing   security,   hypothecation,
       security  interest  or  trust  arrangement  for   the
       purpose  of providing security and any other security
       agreement or arrangement;

1.1.30             "Enterprise    Operations"    means   all
       operations within the Contract Area under the  COW by
       or on behalf of PT-FI or by or on behalf of PT-FI and
       PT-RTZ, including the Mining of the 10-K Reserves and
       Joint Operations, but excluding Sole Risk Ventures;

1.1.31             "Expansion" means a Development which  is
       designed  to  increase  the  productive  capacity  of
       existing   facilities   (whether   comprising   PT-FI
       Available  Assets or Joint Account Assets and whether
       Mining, milling  and  delivery  facilities or related
       infrastructure) for the obtaining  of  Products  from
       the  aggregate  resources  in  Contract  Area Block A
       (being both the 10-K Reserves and reserves other than
       the 10-K Reserves) at an aggregate rate in  excess of
       the   then   existing  production  capacity  of  such
       facility;

1.1.32             "Exploration" has the meaning assigned to
       that  expression  in  the  Financial  and  Accounting
       Procedures;

1.1.33             "Exploration Committee" means a committee
       established under Clause 8.1;

1.1.34             "Exploration   Costs"   has  the  meaning
       assigned  to  that  expression  in the Financial  and
       Accounting  Procedures  as  the same  may  have  been
       amended or clarified with respect  to  specific costs
       as   set  out  in  the  Memorandum  of  Understanding
       attached  hereto  and  marked X and with such further
       changes with respect to  specific costs as shall from
       time  to  time  be  approved  in   writing   by   the
       Participants;

1.1.35             "Exploration    Obligation"   means   the
       obligation  on the part of RTZ  contained  in  Clause
       6(1) of the Implementation  Agreement as the same may
       have  been  modified in the agreement  of  even  date
       herewith  made   between  PT-FI,  P.T.  Irja  Eastern
       Minerals Corporation,  FCX, RTZ and PT-RTZ, a copy of
       which is annexed hereto  and  marked  X and with such
       further  changes  as  shall  from  time  to  time  be
       approved in writing by the Participants;

1.1.36             "FCX"  means  Freeport-McMoRan  Copper  &
       Gold Inc., a Delaware corporation;

1.1.37 "Feasibility Study" means a report showing the economic viability of a proposed Development project, which may relate to Expansion, and shall include (i) reasonable assessment of the size and quality of the minable reserves of Minerals,
(ii) reasonable assessments of the amenability of the Minerals to metallurgical treatment, (iii) reasonable description of the work, equipment, supplies and permitting, if any, required to bring the prospective deposit of Minerals into commercial production and the estimated costs thereof, (iv) conclusions regarding the economic viability of bringing the prospective deposit of Minerals into commercial production, (v) an analysis of the impact which such project will have on the existing Enterprise

       Operations  and Sole Risk Programmes  and  (vi)  such
       other information  as  may  be  appropriate  to allow
       banking  and  other  financial  institutions familiar
       with  the  mining business to make  a  firm  decision
       whether or not to advance funds sufficient to finance
       the Development in whole or in part;

1.1.38             "Financial   and  Accounting  Procedures"
       means the document so entitled,  in the form attached
       to this Agreement as Annex B;

1.1.39             "Government" means the  Government of the
       Republic of Indonesia;

1.1.40             "Greenfield Project" means  a Development
       project which does not rely to any significant extent
       on PT-FI Available Assets, the 10-K Reserves  or  the
       Joint  Account  Assets constituting part of any prior
       approved project;

1.1.41             "Implementation   Agreement"   means  the
       agreement so designated between FCX and RTZ  dated as
       of 2 May 1995;

1.1.42             "Incremental Expansion Cashflow" has  the
       meaning  assigned to that expression in the Financial
       and Accounting Procedures;

1.1.43             "Incremental  Expansion Revenues" has the
       meaning assigned to that expression  in the Financial
       and Accounting Procedures;

1.1.44             "Incremental Production" has  the meaning
       assigned  to  that  expression  in the Financial  and
       Accounting Procedures;

1.1.45             "Joint Account Assets" means

       (i)             all  Products  (in   whatever   form)
            derived  from  Joint  Operations  prior to their
            being sold and

       (ii)            all other real and personal property,
            tangible and intangible, which is acquired  as a
            joint  asset  of the Participants or as a result
            or for the purpose  of  Joint  Operations or the
            funding thereof (other than any thereof which is
            distributed  to the Participants  or  either  of
            them  pursuant   to   the   provisions  of  this
            Agreement);

1.1.46             "Joint Operations" means  the  conduct of

the following activities:

(i) Approved Expansion Projects;

(ii) Exploration in the Contract Area;

(iii) Development and Mining in Contract Area Block B and, after the Cut-off Date, if there has, before such Date, been a first Approved Expansion Project, also in Contract Area Block A and

(iv) any other activities in or in relation to the Contract Area which the Participants agree to conduct jointly under the terms of this Agreement, including Joint

            Operations Greenfield Projects,

       but excluding Sole Risk Ventures;

1.1.47             "Liabilities"  or  "Liability"  means any
       and  all claims, demands, investigations, judgements,
       losses,  liabilities,  costs  and expenses, including
       reasonable attorneys' fees;

1.1.48             "LIBOR" means a rate of interest which is
       equal to three month U.S dollar Libor as published in
       the London Financial Times;

1.1.49             "Memorandum  Equity   Account"  means  an
       account established for each Participant  pursuant to
       paragraph   2   of   the   Financial  and  Accounting
       Procedures;

1.1.50             "Minerals" has the  meaning  assigned  to
       that expression in the COW;

1.1.51             "Mining"  means  the  mining, extracting,
       producing, handling, milling or other  processing  of
       Minerals  and  the  marketing and selling of Products
       therefrom;

1.1.52             "Non-defaulting   Participant"   means  a
       Participant  which  is not the Defaulting Participant
       as described in Clause 6.3;

1.1.53             "Operating Committee" means the committee
       established under Clause 8.2;

1.1.54             "Operator"  means  the  person  or entity
       appointed under Clause 9.1 or any successor Operator;

1.1.55             "Operator  Replacement  Agreement"  means
       the agreement dated as of the date of  this Agreement
       between  PT-FI,  PT-RTZ,  First  Trust  of New  York,
       National  Association,  as  trustee  under the  Trust
       Agreement and the Operator Selection Representative;

1.1.56             "Participation"   means   the    business
       arrangement of the Participants under this Agreement;

1.1.57             "Participants" means PT-FI and PT-RTZ and
       their respective successors and permitted assigns and
       "Participant" means any one of them;

1.1.58             "Participating  Interest"  means, at  any
       time,  with  respect  to  Contract  Area Block  A  or
       Contract Area Block B, the percentage  interest  then
       applicable  to  each Participant with respect to such
       Contract Area Block  determined  in  accordance  with

this Agreement (including the Financial and Accounting Procedures), provided that, if such expression is used with reference to assets, it shall refer only to an interest in the Joint Account Assets and Joint Operations, and if such expression is used with reference to Products from Contract Area Block A, to Sales Revenues from such Products or to revenues from Contract Area Block A, it shall, until the Cut-off Date, refer only to Incremental

       Production,  or,  as  the  case  may  be, Incremental
       Expansion Revenues;

1.1.59             "Privatisation  Agreements"   means   the
       agreements listed in Schedule 1 to this Agreement;

1.1.60             "Processing"  has the meaning assigned to
       that expression in the COW;

1.1.61             "Product  Schedule"   means  the  Product
       Schedule annexed hereto as  Annex  A, setting out the
       planned  production of Products for  each  Year  from
       1995 to 2021  as  the same may be amended pursuant to
       Clause 16.4.2;

1.1.62             "Products"  has  the  meaning assigned to
       that expression in the COW;

1.1.63             "Programme"   means   a  description   in
       reasonable detail of Joint Operations  or  Sole  Risk
       Ventures,  as appropriate, to be conducted for a Year
       or any longer  period, which is prepared and approved
       in accordance with  paragraph  10.1  of the Financial
       and Accounting Procedures;

1.1.64             "Proposing    Participant"   means    the
       Participant referred to in Clause 10.1;

1.1.65             "PT-FI Assets" means together

(i) the PT-FI Available Assets

(ii) the right, title and interest of PT- FI in and under the COW and all authorisations issued pursuant to the COW and

(iii) all other real and personal assets, tangible and intangible, of PT-FI, including without limitation, (A) cash, accounts receivable, inventories and capital stock and indebtedness of other corporations, including its interests in the Gresik smelter and any assets in respect of Sole Risk Ventures of PT-FI, but excluding (B) all Joint Account Assets or interests therein;

1.1.66 "PT-FI Available Assets" means together

(i) all real and personal property, tangible and intangible, held by PT-FI from time to time which are used or intended to be used for Exploration, Development or Mining in the Contract Area, including, without limitation, mills and infrastructure, but excluding

     (A)             property which is produced by or
         acquired pursuant to (1) Approved  Expansion
         Projects or (2) Sole Risk Ventures of PT-RTZ
         which  is  held  in  the  name  of  PT-FI as
         Operator

     (B)             items   specified   in  (i)  and
         (iii)(A) of Clause 1.1.65 (the definition of
         PT-FI Assets) and

     (C)             all  Joint  Account  Assets   or
         interests therein

(ii)            the  right, title and interest of PT-

            Privatisation     Agreements     or    otherwise
            constituting PT-FI Available Assets under (i) of
            this Clause 1.1.66;

1.1.67             "PT-RTZ Assets" means together

       (i)             the interest of PT-RTZ  in  and under
            the COW pursuant to the Assignment

       (ii)            any  assets  in respect of Sole  Risk
            Ventures of PT-RTZ and

       (iii)  all other real and personal  assets,  tangible
            and  intangible,  of  PT-RTZ,  but excluding all
            Joint Account Assets or interests therein;

1.1.68             "RTZ" means The RTZ Corporation  PLC,  an
       English company;

1.1.69             "RTZ  Loan"  has  the meaning assigned to
       the expression "Loan" in the RTZ Loan Agreement;

1.1.70             "RTZ Loan Agreement"  means  the facility
       agreement of even date herewith between PT-FI and RTZ
       Indonesian Finance Limited ("RTZ Lender") whereby RTZ
       Lender  agrees to make available to PT-FI a  facility
       of up to  $450,000,000  to  fund one or more Approved
       Expansion Projects;

1.1.71             "Sales Revenues" has the meaning assigned
       to  that expression in the Financial  and  Accounting
       Procedures;

1.1.72             "Sharing   Commencement   Date"  has  the
       meaning assigned to that expression in  the Financial
       and Accounting Procedures;

1.1.73             "Sole  Risk  Programme"  has the  meaning
       assigned to it in Clause 10.3;

1.1.74             "Sole  Risk Venture" means  any  activity
       carried out by a Participant  in the Contract Area on
       its own account pursuant to Clauses 10 and 12;

1.1.75             "Specified Area" means  the area referred
       to as such in Clause 10.1;

1.1.76             "subsidiary" has the meaning  assigned to
       it in the Implementation Agreement;

1.1.77             "Taxes"  means  all  present  and  future
       income  and  other  taxes,  levies,  imposts, duties,
       charges,   deductions   and  withholdings  whatsoever
       together  with interest thereon  and  penalties  with
       respect thereto;

1.1.78             "10-K  Reserves"  means  the  proved  and
       probable  ore  reserves  as  at  31  December 1994 in
       Contract Area Block A being 1,125.6 million tonnes at
       an average grade of 1.30% copper, 1.42  grams of gold
       per tonne and 4.06 grams of silver per tonne;

1.1.79             "Trust  Agreement" means the amended  and
       restated trust agreement dated as of the date of this
       Agreement between, among  others,  PT-FI, PT-RTZ, The
       Chase  Manhattan  Bank  (as  successor to  The  Chase

Manhattan Bank (National Association)), as Depositary, First Trust of New York, National Association, as Trustee, and certain Secured

           Creditors of PT-FI (as defined therein);

    1.1.80             "Year" means a calendar  year  commencing
           on 1 January.

1.2        Interpretation

In this Agreement

1.2.1 References to any document or agreement, including the COW, includes such document or

           agreement  as  amended, novated, substituted, varied,
           supplemented or replaced from time to time.

    1.2.2              References  to  any  Act  of  Parliament,
           code,  decree,  regulation  or  ordinance  or to  any
           provision  thereof  include  any modification or  re-
           enactment   thereof  or  any  provision   substituted
           therefor  and  all  statutory  or  other  instruments
           issued thereunder.

    1.2.3              References  to  a party to this Agreement
           or  any  other  document  or agreement  include  such
           party's successors or permitted assigns.

1.3        Headings

Headings to Clauses, sub-clauses, Schedules or Annexes are for convenience only and shall not affect the interpretation of this Agreement.

2.1        General

           PT-FI and PT-RTZ  hereby  agree  that  all  of  their
    rights  and  obligations  as  between themselves relating to
    Joint Operations, Sole Risk Ventures  and  other  operations
    within the Contract Area shall be subject to and governed by
    this Agreement.

2.2        Purposes

           This  Agreement  is  entered  into  for the following
    purposes and for no others, and shall serve as the exclusive
    means  by  which  the  Participants,  or  either  of   them,

accomplish such purposes:

2.2.1 to conduct Exploration within the Contract Area, including the evaluation of Development or Mining opportunities within the

           Contract Area;

    2.2.2              to  engage  in  Development   and  Mining
           within the Contract Area if so decided in the  manner
           provided in this Agreement;

    2.2.3              to  engage  in  the  Disposal of Products
           derived from Joint Operations;

    2.2.4              to allocate costs of and revenues derived
           from Joint Operations;

    2.2.5              to regulate as between  the  parties  the
           conduct of Joint Operations and Sole Risk Ventures in
           the Contract Area;

    2.2.6              to regulate as between the parties to the
           extent  provided  herein  the conduct by PT-FI of its
           activities  in  the  Contract  Area,  other  than  in
           respect  of  Joint  Operations,   using   the   PT-FI
           Available  Assets,  the Joint Account Assets, and the
           Participants' right,  title and interest in and under
           the COW and all authorisations issued pursuant to the
           COW;

    2.2.7              to regulate  the  procedures for making a
           Close-down   decision   and  for  implementing   that
           decision; and

    2.2.8              to  perform  any   other   operation   or
           activity  necessary, appropriate or incidental to any
           of the foregoing.

2.3        Assignment of COW

           Simultaneously  with signature of this Agreement, PT-
    FI and PT-RTZ shall execute  an  assignment  of interests in
    the COW in the form set out in Schedule 2 to this  Agreement
    or  in  such  other  form  as  PT-RTZ may reasonably require
    provided that such interests shall  be  reassigned by PT-RTZ
    to PT-FI in the circumstances provided for in Clause 6(2) of
    the Implementation Agreement.

2.4        Term

           The  term  of  this Agreement shall commence  on  the
    Effective Date and shall  continue  until  the occurrence of
    any of the following events:

    2.4.1              the  termination  of  the  COW   and  the
           termination  of  all  rights  of the Participants  to
           conduct Exploration, Development  and  Mining  in the
           Contract  Area  and  completion of a final accounting
           between the Participants as provided in Clause 2.5.2;
           or

    2.4.2              the   agreement   by   the   Participants
           permanently to cease  Joint  Operations and terminate
           this Agreement and completion  of  a final accounting
           between the Participants as provided in Clause 2.5.2;
           or

    2.4.3              the   reduction   of   the  Participating
           Interest of one of the Participants  in both Contract
           Area  Block  A  and  Contract  Area Block B  to  zero
           (including a reduction pursuant  to  the operation of
           the proviso to Clause 2.3); or

    2.4.4              the Disposal of all Joint  Account Assets
           and the completion of a final accounting  between the
           Participants as provided in Clause 2.5.2; or

    2.4.5              the bankruptcy, dissolution or withdrawal
           of  any  Participant,  unless  all  of  the remaining
           Participants  agree  to continue this Agreement,  and
           completion  of  a  final   accounting   between   the
           Participants as provided in Clause 2.5.2.

2.5        Termination

           Upon expiry of the term of this Agreement:

    2.5.1              all  unpaid Liabilities properly incurred
           arising out of Joint  Operations  during  the term of
           this  Agreement shall be paid by the Participants  as
           provided in this Agreement

2.5.2 the Operator shall take all action necessary to wind up the activities of the Participation, and all costs and expenses incurred in connection with the termination of the Participation shall be expenses chargeable to the Participants. Where the term of this Agreement expires pursuant to Clauses 2.4.1, 2.4.2, 2.4.4 or 2.4.5, the Joint Account Assets shall be paid, applied, or distributed in satisfaction of all Liabilities of the Participation arising out of Joint Operations to third parties. Thereafter, all other Joint Account Assets shall be sold and the proceeds, together with any remaining cash, shall be distributed to the Participants in proportion to their Participating Interests in Contract Area Block A or, as appropriate, Contract Area Block B at the time of such distribution, subject as provided in Clause 6.1

       or  the  Financial  and  Accounting Procedures, after
       first  satisfying out of a  Participant's  share  any
       Liabilities owed by that Participant to the other

2.5.3              the  Participants  shall  enter into such
       other agreements and arrangements as may be necessary
       or appropriate in the circumstances to  regulate  the
       conduct  of  any  Sole  Risk Ventures in the Contract
       Area which are to continue  after  expiry of the term
       of this Agreement.

3. RELATIONSHIP OF THE PARTICIPANTS

3.1 Contribution of Use of Assets

3.1.1 PT-FI agrees to make available in accordance with the terms of this Agreement the PT-FI Available Assets, and each of PT-FI and PT-RTZ agrees to make available in accordance with the terms of this Agreement the Joint Account Assets, in each case for the purposes of Enterprise Operations without charge to the Participants except as otherwise provided in this Agreement.

3.1.2 PT-FI and PT-RTZ agree that their respective rights under the COW will be made

           available to the Participants without  charge for the
           purposes of Joint Operations.

3.2        Obligations Several and Not Joint

           The  liability of the Participants shall  be  several
    and not joint nor joint and several.  Each Participant shall
    be liable to  the  other only for its obligations as set out
    in this Agreement.

3.3        Not a Partnership

           Nothing contained  in  this Agreement shall be deemed
    to constitute either Participant  the  partner of the other,
    nor,  except  as  otherwise  herein expressly  provided,  to
    constitute   either   Participant   the   agent   or   legal
    representative  of the other  or  to  create  any  fiduciary
    relationship between them.

3.4        No Authority to Act for other Participants

           No Participant shall have any authority to act for or
    to assume any obligation  or responsibility on behalf of the
    other Participant, except as  otherwise  expressly  provided

herein. Each Participant shall indemnify, defend and hold harmless the other Participant and its Affiliates (including, without limitation, direct and indirect parent companies), and its or their respective directors, commissioners, officers, shareholders, employees, agents and attorneys, from and against any Liabilities which may be imposed upon, asserted against or incurred by any of them and which arise out of or result from any act of or any assumption of Liability by the indemnifying Participant, or any of its directors, commissioners, officers, shareholders, employees, agents, attorneys and Affiliates, done or

    undertaken, or apparently done or undertaken,  on  behalf of
    the  other  Participant,  except  pursuant  to the authority
    expressly granted herein or as otherwise agreed  in  writing
    between the Participants.

3.5        No Joint Receipt of Income

             The  Participants  acknowledge that it is not their
    intention  to receive income jointly  as  a  result  of  the
    Participation.

3.6        Area of Mutual Interest

    3.6.1              General  Any exploration permit, contract
           of work,  mineral lease, right or interest, including
           an equity interest  or  option  to  acquire an equity
           interest  in  an entity owning any of the  foregoing,
           including rights  and interests which do not directly
           involve Mining but  which may be useful in connection
           with  the  Joint  Operations  (collectively,  "Mining
           Rights") acquired during  the  term of this Agreement
           by or on behalf of a Participant or an Affiliate of a
           Participant (the "Acquirer") which is situated in the
           province  of  Irian  Jaya, Indonesia  (the  "Area  of
           Mutual Interest") shall  be  subject to the terms and
           provisions of this Clause 3.6,  except  Mining Rights
           acquired pursuant to an Approved Programme and Budget
           or Sole Risk Ventures.

    3.6.2              Notice  Within 30 days after  acquisition
           of  Mining Rights or the right to acquire any  Mining
           Rights  wholly or partially within the Area of Mutual
           Interest,  the  Participant  being the Acquirer or an
           Affiliate of the Acquirer ("Acquirer's  Participant")

shall notify the other Participant of such acquisition. The Acquirer's Participant's notice shall describe in detail the acquisition, the Mining Rights covered thereby and the cost thereof and the Acquirer's Participant shall procure that there is made available for inspection by the other Participant any and all information available to the Acquirer (subject to any confidentiality restrictions) concerning the Mining Rights.

3.6.3 Option Exercised Within 30 days after receiving the Acquirer's Participant's notice, the other Participant shall elect, by notice to the Acquirer's Participant, that an Affiliate of such other Participant shall:

(a) accept an interest in the Mining Rights equal to the other Participant's Participating Interest at the date of this Agreement; or

(b) not acquire an interest in the Mining Rights.

If a Participant entitled to make an election under this Clause 3.6.3 fails to give notice within the time allotted, such failure shall be deemed an election by such Participant not to accept an interest in the Mining Rights and the Mining Rights shall not be subject to the same terms, mutatis mutandis, as this Agreement. If a Participant entitled to make an election under this Clause 3.6.3 makes a timely election to accept an interest in the Mining Rights, the Acquirer's Participant shall procure that the Acquirer shall, subject to all necessary Governmental consents, convey to an Affiliate of the other Participant nominated by the other Participant, by appropriate instrument, an undivided interest in the Mining Rights equal to such Participant's Participating Interest at the date of this Agreement. If such Participant has elected that an Affiliate shall accept an interest in Mining Rights pursuant to this Clause 3.6.3, the Mining Rights shall be held on the same terms as this Agreement, mutatis mutandis to those with respect to Contract Area Block B, unless the Participants agree otherwise. The Participant which is not the Acquirer's Participant shall procure that its Affiliate acquiring the interest in the Mining Rights shall promptly pay to the Acquirer its proportionate share of the latter's actual out-of- pocket acquisition costs.

3.7 Other Business Opportunities

Except as expressly provided in Clause 3.6, each Participant shall have the right independently to engage in and receive full benefits from business activities outside the Contract Area, whether or not in competition with the Enterprise Operations, without consulting the other.

    Except as expressly  provided  in Clause 3.6, no Participant
    shall have any obligation to the  other under this Agreement
    with  respect  to any opportunity to  acquire  any  property
    outside  the Contract  Area  at  any  time,  or  within  the
    Contract Area  after  the  termination  of  this  Agreement.
    Except  as otherwise agreed by the Participants, whether  in
    this Agreement  or  subsequently,  neither Participant shall
    conduct  any activity inside the Contract  Area  other  than
    Enterprise  Operations,  Sole  Risk  Ventures and activities
    which  do  not  adversely  affect the carrying  out  of  the
    Enterprise Operations and any  Sole  Risk  Ventures, without
    the prior written approval of the other.

3.8        Waiver of Right to Partition

           The Participants hereby waive and release  all rights
    of partition, or of sale in lieu thereof, or other  division
    of  Joint  Account Assets, including any rights provided  by
    law.

3.9        Employees

           Employees of one Participant are not and shall not be
    employees of the other Participant or of the Participation.

3.10 Title

All Joint Account Assets acquired by the Operator for Joint Operations may be held in the name of PT-FI but, subject to any mandatory provisions of applicable law, the beneficial interest therein shall be for the benefit of PT- FI and PT-RTZ severally in proportion to their respective Participating Interests. Subject to any mandatory provisions of applicable law, each of the Participants agrees to execute appropriate documents to reflect any changes in Participating Interests which may occur hereunder from time to time and to execute, and register with the appropriate Governmental authorities, the necessary document(s) to effect the transfer of any property as contemplated by this Agreement.

4.1        Capacity

           Subject, in the case of PT-RTZ, to the matters stated
    in Schedule 3, each of the parties represents, warrants  and
    undertakes to the other(s) as follows:

    4.1.1              it  is a company duly incorporated and in
           good standing in  its place of incorporation and that
           it  is  qualified to  do  business  and  is  in  good
           standing  in  those  jurisdictions where necessary in
           order to carry out the purposes of this Agreement;

    4.1.2              it has the  capacity  to  enter  into and
           perform its obligations under this Agreement and,  in
           the   case   of   PT-FI,   the   Assignment  and  all
           transactions contemplated herein or  (as appropriate)
           therein  and  that  all  corporate  and,  except   as
           mentioned  in  Schedule  3  to  this Agreement, other
           actions required to authorise it  to  enter  into and
           perform its obligations under this Agreement and,  in
           the  case of PT-FI, the Assignment have been properly
           and duly taken;

    4.1.3              this  Agreement  constitutes, and, in the
           case  of PT-FI, the Assignment  will  constitute  its

legal, valid and binding obligation, save as enforcement may be limited by bankruptcy, reorganisation, insolvency, moratorium or other laws affecting the enforcement of creditors' rights

           generally and subject  to any limitations acts and to
           general equitable principles;

    4.1.4              the execution,  delivery  and performance
           by  it of this Agreement and, in the case  of  PT-FI,
           the  Assignment   and  the  transactions  implemented
           hereunder or (as appropriate)  thereunder  do not and
           will  not  contravene, conflict with or constitute  a
           default under  (a)  any  law  or  regulation  or  any
           official  or  judicial order, judgment, injunction or
           decree applicable  to  it  or  (b) its constitutional
           documents or (c) any agreement or  document  to which
           it  is a party or which is binding upon it or any  of
           its assets.

4.2        PT-FI Representations and Warranties

           Subject  to  the  matters stated in Schedule 3 and in

addition to the representations, warranties and undertakings contained in Clause 4.1, PT-FI represents, warrants and undertakes to PT-RTZ as follows:

    4.2.1              the  shareholders in PT-FI are FCX, as to
           81.28%, the Government  as to 9.36% and PT Indocopper
           Investama Corporation as to 9.36%;

    4.2.2              it has all authorisations,  consents  and
           licences  necessary  to conduct its activities in the
           Contract Area as presently conducted;

    4.2.3              it  is  up  to   date  on  all  payments,
           filings, or other requirements  in respect of the COW
           and  there  are  no  existing or threatened  actions,
           suits, claims or proceedings in relation thereto, and
           PT-FI has not received  any  notice  of  violation or
           claim  alleging  any  violation  of  any  law,  rule,
           regulation,  or  permit, including without limitation
           any environmental law, rule, regulation or permit, in
           connection with the COW except any thereof where such
           violation or claim  would not, individually or in the
           aggregate,  have a material  adverse  effect  on  the
           rights of PT-FI and PT-RTZ under the COW;

    4.2.4              it  has delivered to or made available to
           PT-RTZ  or its Affiliates  all  geological  data  and
           other similar  information  in  PT-FI's possession or
           control derived from its activities  in  the Contract
           Area  which  any  person  interested  in acquiring  a
           Participating  Interest  in the Contract  Area  would
           reasonably be expected to  wish  to see and all other
           information or copies thereof reasonably requested by
           them  concerning  the  COW,  its  operations  in  the
           Contract   Area   and   the   disposal  of  Products,
           including,  but  not  limited to,  true  and  correct
           copies of all contracts  relating  to the COW and the
           Contract Area of which PT-FI has knowledge;

    4.2.5              all activities by PT-FI  under the COW up
           to  the date of this Agreement have in  all  material
           respects  been in accordance with the requirements of
           the Government  and Indonesian law and there has been
           no breach by PT-FI  of  any  of the provisions of the
           COW or of any other agreement  binding  upon  it  the
           breach  of which might have a material adverse effect
           on the ability  of  PT-FI to carry out the Enterprise
           Operations;

    4.2.6              there has  been no material breach by the
           Government of any of the  provisions  of  the COW and
           PT-FI  has  not  received  any  indication  from  the
           Government  that  the  Government  is seeking to  re-
           negotiate any of the terms of the COW;

    4.2.7              to  the best of PT-FI's knowledge,  there
           has been no material breach by any third party of any
           material contract  with  PT-FI in relation to PT-FI's
           activities under the COW or the sale of Products;

    4.2.8              there   are   no   material   litigation,
           arbitration or administrative proceedings  or  claims
           currently  in  progress or, so far as PT-FI is aware,
           pending or threatened  against  PT-FI  or  any of its
           assets  under  the  COW  or any material contract  to
           which  PT-FI  is  a  party  in  relation  to  PT-FI's
           activities under the COW or the sale of Products;

    4.2.9              PT-FI is not a party  to any agreement or
           under any other obligation under or pursuant to which
           it has created or given or permitted to subsist or is
           obliged  or  bound  to create or give  or  permit  to
           subsist in favour of  any third party any Encumbrance
           over PT-RTZ's share of  the  Joint  Account Assets or
           over any revenues allocated to PT-RTZ  (or  to  which
           PT-RTZ is entitled) under this Agreement;

    4.2.10             PT-RTZ's interest in the COW pursuant  to
           the  Assignment  is  not  subject  to any Encumbrance
           created  or  given by PT-FI in favour  of  any  third
           party.

4.3        Disclosures

           Each of the parties  represents  and  warrants to the

other(s) that it is unaware of any facts or circumstances which have not been disclosed in this Agreement and which should have been disclosed to the other party in order to prevent the representations and warranties given by it in this Clause 4 from being materially misleading.

5.1        Exploration Contribution by PT-RTZ

           PT-RTZ shall pay, in accordance  with  paragraph 10.3
    of the Financial and Accounting Procedures, all  Exploration
    Costs   approved  by  an  Exploration  Committee  after  the
    Effective  Date  until  the  Exploration Obligation has been
    satisfied,  including  the  expenditure  of  not  less  than
    $40,000,000 in respect of Contract Area Block A.

5.2        Additional Cash Contributions

           After the Exploration  Obligation has been satisfied,
    the  Participants  shall  contribute   funds   for  Approved
    Exploration  Programmes and Budgets in proportion  to  their
    respective Participating  Interests, subject to their rights
    to conduct Sole Risk Ventures.

6.1        Participating Interests

    6.1.1              At the date  of this Agreement, except as
           otherwise provided in this  Agreement  (including the

Financial and Accounting Procedures), the Participating Interests of the Participants in Contract Area Block A and in Contract Area Block B are:

PT-FI sixty per cent (60%) PT-RTZ forty per cent (40%).

The Participating Interests of the Participants shall not be changed except as provided in this Agreement (including the Financial and Accounting Procedures) and each Participant's Participating Interest in Contract Area Block A may, as provided in this Agreement and the Financial and Accounting Procedures, be different from its Participating Interest in Contract Area Block B.

6.1.2 There shall be allocated to the Participants the revenues and shares thereof

           calculated  in  accordance  with  the  Financial  and
           Accounting Procedures.

    6.1.3              All costs and liabilities  incurred in or
           attributable to Chargeable Operations in the Contract
           Area   shall  be  allocated  to  and  borne  by   the
           Participants  in  accordance  with  the Financial and
           Accounting Procedures.

    6.1.4              Participating    Interests    shall    be
           calculated to three decimal places and rounded to two
           (e.g. 1.519% rounded to 1.52%).  Decimals of .005 and
           less shall be rounded down.

6.2        Changes in Participating Interests

           A Participant's Participating Interest may be changed
    as follows:-

    6.2.1              in  the event of default by a Participant
           in making its agreed upon contribution to an Approved
           Programme and Budget,  followed by an election by the
           other Participant to invoke Clause 6.3.2.3; or

    6.2.2              transfer by  a  Participant  of less than
           all  its  Participating  Interest in accordance  with
           Clause 15; or

    6.2.3              acquisition  of  less  than  all  of  the
           Participating  Interest  of  the  other  Participant,
           however arising.

In the event of a change in a Participant's Participating Interest with respect to either Contract Area Block A or Contract Area Block B, there will, subject to obtaining any necessary Governmental approval, be a

    corresponding  and proportionate change in the Participant's
    interest in the  COW  with  respect to Contract Area Block A
    (subject to PT-FI's rights with respect to the 10-K Reserves
    and PT-FI Assets) or the COW  with  respect to Contract Area
    Block B, as the case may be.

6.3        Default in Making Contributions

           If a Participant defaults in its  obligation to pay a
    contribution  or cash call properly payable  or  made  under
    this  Agreement  (including  the  Financial  and  Accounting
    Procedures),   (such   Participant   being   a   "Defaulting
    Participant"),

    6.3.1              All  rights of the Defaulting Participant
           to receive its proportionate share of the Incremental
           Expansion Cashflow of Approved Expansion Projects, or
           the  revenues  from  Contract  Area  Block  B,  Joint
           Operations Greenfield Projects in Contract Area Block
           A or, as the case  may be, in any Year after the Cut-
           off Date, the revenues  from  Joint Operations, shall
           be suspended until such time as  the default has been
           remedied  and  until  such  time, such  proportionate
           share shall go to the Non-Defaulting  Participant(s),
           who  shall apply such share of the relevant  revenues
           or  (as   the  case  may  be)  Incremental  Expansion
           Cashflow first,  to make any contribution or meet any
           cash  calls  not  made   or  met  by  the  Defaulting
           Participant or made or met on its behalf, and second,
           to  pay  the  indebtedness  and  unpaid  and  accrued

interest thereon then owing by the Defaulting Participant to such Non-Defaulting Participant pursuant to Clause 6.3.2. The right of a Defaulting Participant to receive its proportionate share of the relevant revenues or (as the case may be) the Incremental Expansion Cashflow shall be reinstated at the first time when such Participant is not in default in its obligation to make a contribution or meet a cash call and all indebtedness and interest thereon arising out of the making by the Non- Defaulting Participant of Cover Payments has been paid in full.

6.3.2.1 The other Participant, by notice to the Defaulting Participant, may at any time, but shall not be obliged to, elect to make such contribution or meet such cash call on behalf of the Defaulting Participant (a "Cover Payment"). If more than one Cover Payment is made by the other Participant in relation to the same Contract Area Block, such Cover Payments shall be aggregated and the rights and remedies described herein pertaining to an individual Cover Payment shall be read to apply to the aggregated Cover Payments.

6.3.2.2 Each Cover Payment shall constitute indebtedness due from the Defaulting Participant to the Non-Defaulting Participant, which indebtedness, together with interest (calculated from the date of the Cover Payment at the rate specified in paragraph 10.3.3 of the Financial and Accounting Procedures) shall be payable upon demand.

6.3.2.3 If a Cover Payment shall have been made, upon the giving of not less than 5 days' prior notice to the Defaulting Participant, whether or not payment thereof has been demanded under Clause 6.3.2.2, the Non-Defaulting Participant may, but shall not be obliged to, elect to effect an adjustment of the Defaulting Participant's Participating Interest in the relevant Contract Area Block pursuant to this Clause 6.3.2.3; provided, however, that if within such 5 day period the Defaulting Participant shall evidence to the reasonable satisfaction of the Non-Defaulting Participant that it will have the funds to, and will, within 10 days of the expiry of such 5 day period, pay the indebtedness constituted by the Cover Payment together with interest accrued thereon pursuant to Clause 6.3.2.2 owing by the Defaulting Participant to the Non-Defaulting Participant, then such adjustment of Participating Interest may not be effected until the end of such additional 10 day period. If such election is made and such indebtedness has not been paid, at the expiration of such 5 day period, or, if applicable, at the end of such additional 10 day period, an amount equal to 125% times the Cover Payment shall be deducted from the Defaulting Participant's relevant Memorandum Equity Account for the relevant Contract Area Block and added to the relevant Memorandum Equity Account for that Contract Area Block of the Non-Defaulting Participant and the Participating Interests of the Participants shall be recalculated based on the relevant adjusted Memorandum Equity Accounts.

6.3.2.4 Notwithstanding anything to the contrary contained in this Agreement, failure by PT-FI to make a contribution or respond to a cash call shall not constitute a default hereunder or give rise to any adjustment of PT-FI's or PT-RTZ's Memorandum Equity Account if such failure occurs prior to the time an aggregate sum of $750,000,000 has been spent on one or more Approved Expansion Projects and is

             attributable to the failure by PT-FI to receive
             advances under the RTZ Loan Agreement.

6.3.3              If as a consequence of the adjustment  of
       a Defaulting Participant's relevant Memorandum Equity
       Account   under   Clause   6.3.2.3  its  recalculated
       Participating Interest in Contract  Area  Block A or,
       as  the  case  may be, Contract Area Block B is  less
       than  10%  (such  adjustment  being  a  "Forced  Sale
       Adjustment"), then

       6.3.3.1 the Defaulting Participant shall be deemed to
             have elected  to withdraw from participation in
             Joint Operations  in  Contract Area Block A or,
             as the case may be, Contract Area Block B

       6.3.3.2 the Defaulting Participant  shall sell to the
             Non-Defaulting   Participant   and   the   Non-
             Defaulting  Participant shall buy  all  of  the
             Defaulting Participant's Participating Interest
             in Contract Area  Block  A  or, as the case may
             be, Contract Area Block B for  a price equal to

the Fair Market Value of the Defaulting Participant's Participating Interest in Contract Area Block A or, as the case may be, Contract Area Block B as at the date on which its Participating Interest first reduces below 10%

6.3.3.3 completion of the sale and purchase under Clause 6.3.3.2 shall take place within 90 days after establishment of the Fair Market Value. The Defaulting Participant shall be liable for all costs and expenses of the sale and purchase (other than the purchase price) and shall indemnify the Non-Defaulting Participant against all adverse tax consequences of the sale and purchase

6.3.3.4 for the purposes of Clause 6.3.3.2, the Fair Market Value of the Defaulting Participant's Participating Interest in Contract Area Block A or, as the case may be, Contract Area Block B means the amount determined by the Participants. Should the Participants be unable within 30 days after a Forced Sale Adjustment to agree as to the Fair Market Value of the Defaulting Participant's Participating Interest to be sold pursuant to Clause 6.3.3.2, the Participants shall, within 10 days after the expiration of such 30 day period, attempt to select one reasonably acceptable, internationally recognised independent investment bank to determine the Fair Market Value of the Defaulting Participant's Participating Interest, which determination shall be binding on all Participants. Should the Participants be unable to agree upon a mutually acceptable investment bank within such 10 day period, each of the Participants shall have 10 additional days to select one internationally recognised investment bank to determine the Fair Market Value of the Defaulting Participant's Participating Interest. Each such investment bank or, in default of selection by either Participant, the sole investment bank so selected shall, within 30 days of being requested to do so, determine the Fair Market Value of the Defaulting Participant's Participating Interest provided however that, where two such investment banks are so selected, the Fair Market Value of such interest shall be the average of their respective determinations if and only if the lower of the two determinations is at least 90% of the higher of the two determinations. If it is not, then such two investment banks shall select a third internationally recognised investment bank to determine the Fair Market Value of the Defaulting Participant's Participating Interest, and the Fair Market Value of such interest (i) shall be such third determination if such third determination is a figure between the two previous determinations;
(ii) shall be the lower of the two previous determinations if the third determination is lower than both the two previous determinations; and (iii) shall be the higher of the two previous determinations if the third determination is higher than both the two previous determinations. The Participants shall each pay 50% of the costs of the services and expenses of the investment bank(s)

6.3.3.5 upon completion of the sale and purchase under Clause 6.3.3.2 the Defaulting Participant shall cease to conduct any activities in Contract Area Block A or, as the case may be, Contract Area Block B (other than then existing Sole Risk Ventures and other than, in the case of PT-FI, PT-FI's rights with respect to the 10-K Reserves and any retained rights referred to in Clause 7.5) and shall surrender to the Non-Defaulting Participant the right to conduct all such activities

6.3.3.6 each of the Participants appoints the other its attorney, such appointment becoming effective upon its becoming a Defaulting Participant, with power in its name or otherwise to do all such things and sign or execute all such deeds or documents as may be necessary or desirable to complete any of the transactions referred to in this Clause 6.3.3, and (without limitation) for that purpose to appear in the name of the Defaulting Participant before any notary or other Government official in Indonesia; provided that such power of attorney shall not be deemed to apply to each Participant's rights under Clause 6.3.3.4.

6.4 Continuing Liabilities Upon Adjustment of the Participating Interests

Any reduction of a Participant's Participating Interest under this Clause 6 shall not relieve such Participant of its share of any Liability, whether it accrues before or after such reduction, arising out of Joint Operations in Contract Area Block A or, as the case may be, Contract Area Block B conducted after the Effective Date and prior to such reduction. For purposes of this Clause 6, such Participant's share of such Liability shall, subject to Clause 6.1 and the Financial and Accounting Procedures, be equal to its Participating Interest in the relevant Contract Area Block at the time such Liability was incurred. The increased Participating Interest accruing to a Participant as a result of the reduction of the other Participant's Participating Interest shall be free from Encumbrances arising by, through or under such other Participant, except those to which both Participants have given their written consent or are otherwise subject (including, without limitation, royalties payable under the COW). Each Participant's Participating Interest shall be shown in the books of the Operator.

7. COVENANTS AND RIGHTS

7.1 Mutual Covenants

Each of the Participants covenants and agrees with the other that:

7.1.1 it will give prompt notice to the other Participant of any notice of default, lawsuit,

           proceeding,  action  or  damage of which  it  becomes
           aware  and  which  might  affect  the  Joint  Account
           Assets, the Contract Area or the COW

    7.1.2              it will only conduct operations within or
           relating to the Contract Area  in accordance with the
           provisions of the COW and this Agreement and, without
           prejudice to the foregoing, not  at  any  time  do or
           cause  or permit to be done any act or omission which
           results or might result in a breach of the provisions
           of the COW,  this  Agreement  or  any other agreement
           binding  upon  it  a  breach  of which might  have  a
           material adverse effect on Joint Operations.

    7.1.3              to the extent required  by any law, rule,
           regulation, decree, consent, contractual  arrangement
           or  otherwise by any Indonesian Governmental  Agency,
           there  shall  be  no  sale  or  other transfer of any
           interest in the Contract of Work  by  PT-FI or PT-RTZ
           without  the prior consent of the Ministry  of  Mines
           and Energy of the Republic of Indonesia.

7.2        PT-FI Covenants

           PT-FI covenants and agrees with PT-RTZ that it will:

    7.2.1              At  all times comply with and perform all
           its obligations under  the  Privatisation  Agreements
           and  exercise  its  rights  under  the  Privatisation
           Agreements  in  consultation  with  PT-RTZ and  in  a
           manner which does not adversely affect  the  carrying
           out  of the Joint Operations and will not enter  into
           any other  agreements  in the nature of Privatisation
           Agreements  (other  than as  listed  in  Schedule  1)
           except in consultation with PT-RTZ;

    7.2.2              Prepare its  annual  financial statements
           in  accordance  with accounting principles  generally
           accepted in the U.S.A.  except  as  otherwise  stated
           therein and based on accounting policies consistently
           applied  in  all  respects except as otherwise stated
           therein and at the  time of the issue thereof send to
           PT-RTZ copies of the same;

    7.2.3              As and when required by PT-RTZ furnish to
           PT-RTZ promptly such  financial or other information,
           data or maps relating to  the  Contract  Area and the
           Enterprise Operations therein and thereon  as  PT-RTZ
           may from time to time require;

    7.2.4              Furnish to PT-RTZ a copy of each material
           return  and  report (and each other return and report
           requested specifically  by  PT-RTZ)  submitted to the
           Government under the COW and, with respect  to  major
           returns  and reports (as determined from time to time
           by the Participants),  do so within a reasonable time
           before the latest day for  such  submission to permit
           time for review by PT-RTZ provided  that  tax returns
           shall not be included in this sub-Clause 7.2.4;

    7.2.5              Not, without the prior written consent of
           PT-RTZ, create or permit to exist any Encumbrance  on
           or   Dispose,   except  in  the  ordinary  course  of
           business, of the  whole  or  any  part  of  the PT-FI
           Available Assets or its right, title and interest  in
           and  under  the  COW  or  any  authorisations  issued
           pursuant  to  the  COW  or  the Joint Account Assets,
           other  than,  with  respect  to  Dispositions,  sales
           otherwise  permitted  by  this  Agreement  and,  with
           respect to Encumbrances, (i) the  security  in favour
           of  RTZ Lender referred to in the RTZ Loan Agreement,
           (ii)  Encumbrances  in  favour  of  the existing bank
           lenders to PT-FI or the lenders under any replacement
           or refinancing thereof, (iii) Encumbrances  in favour
           of  lenders  on  PT-FI Available Assets or on PT-FI's
           share of the Joint  Account  Assets or, with PT-RTZ's
           consent,  on  all of the Joint Account  Assets,  (iv)
           Encumbrances  on   replacements   of   assets   under
           Privatisation  Agreements  and  (v)  Encumbrances  on
           replacements  of PT-FI Available Assets provided that
           the lenders holding  Encumbrances referred to in (ii)
           and  (iii)  above  shall   have   executed  documents
           recognising  PT-RTZ's rights to the  same  extent  as
           have PT-FI's existing bank lenders in connection with
           this Agreement;

    7.2.6              Do  and  cause  to  be  done  all  things
           necessary  to  preserve  and  keep  in full force and
           effect its rights and authorisations  with respect to
           the  COW  and the Contract Area, at all times  comply
           with and cause  to  be  complied  with all applicable
           laws,  the  violation  of which would  be  materially
           adverse to the Enterprise  Operations  and obtain and
           maintain in full force and effect all authorisations,
           approvals,  consents,  licences  and exemptions  with
           respect  to the COW and the Contract  Area,  in  each
           case where  the  failure  to obtain or maintain which
           would be materially adverse to Enterprise Operations,
           promptly  effect  all  filings,   registrations   and
           notarisations  and  promptly  comply  with  all other
           requirements  in any such case which may at any  time
           be required with  respect to or under this Agreement,
           the COW and Enterprise Operations,  and the continued
           due  performance  of  its  obligations  hereunder  or
           thereunder or the validity  or enforceability of this
           Agreement and the COW, and PT-RTZ  shall  provide  to
           PT-FI  all  such  information in relation to PT-RTZ's
           participation  in  Joint   Operations  as  PT-FI  may
           reasonably  require  and  which   is   not  otherwise
           available  to  PT-FI  in  order  to  enable PT-FI  to
           fulfill its obligations under this Clause 7.2.6;

    7.2.7              Notify PT-RTZ immediately  upon  becoming
           aware  of  the  actual  or  threatened  revocation or
           variation of any such authorisation as is referred to
           in Clause 7.2.6;

    7.2.8              Without the prior written consent  of PT-
           RTZ,  not  agree  to  any  waiver or amendment of the
           terms of the COW which would  have a material adverse
           effect on PT-RTZ's Participating Interest;

    7.2.9              Not  take any action,  including  actions

using the PT-FI Available Assets, which would prejudice either the institution, completion or operation of any first Approved Expansion Project as described in Clause 10.5 and any projects of Expansion thereafter or any activity of PT-FI

           authorised hereunder;

    7.2.10             Make available the PT-FI Available Assets
           and  its  right, title and interest in and under  the
           COW and all authorisations issued pursuant to the COW
           for their use in Joint Operations on a first priority
           basis with  respect  to  any  PT-FI  Available Assets
           which  are  not,  at  the  time, being employed  with
           respect to activities permitted by Clause 7.5, and on
           a shared basis that reflects  equitably  the needs of
           the  parties  with  respect  to other PT-FI Available
           Assets;

    7.2.11             Without prejudice to any other provisions
           of this Agreement, not take any  action or permit any
           action to be taken which will affect  materially  and
           adversely  PT-RTZ's  Participating Interest but PT-FI
           shall not be deemed to  be  in  breach of this Clause
           merely  because it exercises any right  contained  in
           Clauses 6.3 and 15 of this Agreement.

7.3        PT-RTZ Covenant

           PT-RTZ covenants  and agrees with PT-FI that, without
    the prior written consent  of  PT-FI,  it will not create or
    permit to exist any Encumbrance on or Dispose, except in the
    ordinary course of business, of the whole or any part of the
    interests assigned in the Assignment or  the  Joint  Account
    Assets,  or violate any applicable law if the effect thereof
    would be materially  adverse  to  the  Enterprise Operations
    provided that PT-RTZ may create Encumbrances  in  favour  of
    project  lenders  on  PT-RTZ's  share  of  the Joint Account
    Assets or, with PT-FI's consent, on all of the Joint Account
    Assets.

7.4        Power of Attorney

           Each  of the Participants hereby appoints  the  other
    Participant its  attorney in its name or otherwise to do all
    such things and sign  or execute all such deeds or documents
    as  may be necessary or  desirable  to  cure  any  and  each
    default by that Participant under the COW or, in the case of
    PT-RTZ,  its  assigned  interest  in  the  COW  and (without
    limitation)  to  appear in the name of the appointor  before
    any notary or other Government official in Indonesia.

7.5        Retained PT-FI Rights

    7.5.1              Existing Operations

           7.5.1.1 Subject  to  Clause 7.5.1.2, PT-FI shall have
                 the  right, without  the  need  to  obtain  the
                 consent  of  PT-RTZ,  to  continue  to carry on
                 Mining  activities  with  the use of the  PT-FI
                 Available Assets, including  activities  which,
                 through  optimisation  or  fine  tuning  of its
                 operations   and   facilities,  may  result  in
                 treatment of ore at a rate in excess of 118,000
                 tonnes per day and shall  have the right to use
                 and make changes to the PT-FI  Available Assets
                 so long as such activities do not prejudice the
                 undertaking  of  the  first Approved  Expansion
                 Project at the current  millsite,  as described
                 in Clause 10.5.

           7.5.1.2   PT-FI  will  not  undertake  any  Expansion
                 project  (as  opposed  to  optimisation or fine
                 tuning) in Contract Area Block  A other than as
                 part  of  Joint  Operations or take  any  other
                 action which will  prejudice the undertaking of
                 the  first Approved Expansion  Project  at  the
                 current  millsite, provided that, if no project

for Expansion which meets the criteria specified in, or agreed pursuant to, Clause 10.5 has been proposed by PT-RTZ to the Operating Committee before the tenth anniversary of the Effective Date, the following provisions shall apply:

(i) the foregoing limitation on PT- FI's ability to enter into an Expansion project other than as part of Joint Operations shall no longer be applicable,

(ii) PT-FI shall be entitled to enter into such a project either as a Sole Risk Venture or, if it elects at its option to offer PT-RTZ a right of participation and PT-RTZ accepts such offer, as part of Joint Operations, in which latter event, RTZ Lender shall remain obliged to make available the loan funds contemplated by the RTZ Loan Agreement, and

(iii) except as set out in the immediately preceding item (ii), PT-RTZ will not have a right to participate in any revenues from nor will it be obliged to contribute to any costs in respect of Contract Area Block A, even after the Cut-off Date, except with respect to Joint Operations Greenfield Projects and Sole Risk Ventures in Contract Area Block A in which PT-RTZ has participated.

7.5.1.3 PT-FI shall be entitled to receive and retain 100% of all revenues, including Sales Revenues, from Contract Area Block A:

(i) prior to the Sharing Commencement Date, except for any revenues from Joint Operations Greenfield Projects and Sole Risk Ventures in which PT-RTZ shall have participated, and

(ii) from the Sharing Commencement Date until the Cut-Off Date, except for Incremental Expansion Revenues and any revenues from Joint Operations Greenfield Projects and Sole Risk Ventures in which PT-RTZ shall have participated.

7.5.2 Privatisation Agreements Without prejudice and subject to the covenants on the part of PT-FI contained in Clause 7.2, PT-FI shall have the right, without the need to obtain the consent of PT- RTZ, to conduct activities in accordance with the Privatisation Agreements existing on the Effective Date or described in Schedule 1 provided that the consent of PT-RTZ shall be obtained prior to any material change in the terms thereof which results in an increase in the burdens of PT-FI thereunder, other than as described in Schedule 1. The Participants will discuss the possibility of future agreements in the nature of Privatisation Agreements on the basis of the financial requirements of the Participants. If PT-FI wishes to sell and lease back further of the PT-FI Available Assets (as part of such future agreements or otherwise) or to sell any part thereof reasonably deemed by it to be surplus to its requirements in relation to Enterprise Operations, it shall be permitted to do so provided such action does not affect materially and adversely the institution, completion or operation of any Approved Expansion Projects or the availability of the use of such assets, if required, for Joint Operations.

8.1        Exploration Committees

           The Participants  will,  not  later  than thirty days
    after  the  Effective  Date,  establish  both an Exploration
    Committee  for  Contract  Area  Block  A and an  Exploration
    Committee  for  Contract  Area  Block  B, in  each  case  to
    determine overall policies, objectives,  procedures, methods
    and actions for incurring the Exploration  Costs.  Until the
    Exploration Obligation has been satisfied, each  Participant

may appoint two members to each of the Exploration Committees. Once the Exploration Obligation has been satisfied, PT-FI may appoint an additional member to each of the Exploration Committees. Each Participant may appoint

    one  or  more alternates to act in the absence of a  regular
    member.  Any  alternate  so acting shall be deemed a member.
    Appointments shall be made  or  changed by written notice to
    the other Participant.

8.2        Operating Committee

           PT-FI  shall  establish  an Operating  Committee  to,
    among other things:

    (i)           receive reports on  all  operations within the
         Contract Area, including Joint Operations,

    (ii)          design  for  presentation  to  the  boards  of
         directors  of  PT-FI  and  PT-RTZ  appropriate  actions
         respecting the Joint Operations,

    (iii) develop plans and make recommendations to the board of
         directors of PT-FI,

    (iv)          monitor  execution of plans  approved  by  the
         board of directors of PT-FI, and

    (v)           subject  to   the  control  of  the  board  of
         directors of PT-FI, be involved  generally in directing
         day-to-day operations of the business of PT-FI, but will
         not determine policies, objectives, procedures,  methods
         and actions for incurring Exploration  Costs, which will
         continue to be  determined by the  relevant  Exploration
         Committee.  The Operating Committee will have three members,
         comprising the Chief Operating Officer of PT-FI as Chairman,
         the  General  Manager  (Mining Operations) of PT-FI and  one
         member appointed by PT-RTZ.   Each  of  PT-FI and PT-RTZ may
         appoint one or more alternates to act in  the absence of the
         regular  member  appointed by it.  Any alternate  so  acting
         shall be deemed a  member.   Appointments  shall  be made or
         changed by written notice to the other Committee members.

8.3        Other Committees

           A  special  Tax  Committee  will  be  established  to
    administer the provisions of Clause 16.13 of this Agreement.
    Other committees may be established as required on which PT-
    FI   shall  be  entitled  to  have  majority  representation
    provided  that, on any committee established in respect of a
    Sole Risk Programme  undertaken  by  PT-RTZ, PT-RTZ shall be
    entitled to have majority representation  and that PT-FI and
    PT-RTZ shall be entitled to have equal representation on the
    special Tax Committee.

8.4        Quorum

           At any Committee meetings, a quorum  will  exist if a
    representative   of  each  Participant  is  present  at  the
    meeting.  If at the  time a meeting is convened, a quorum is
    not present, the meeting  may,  upon  notice  to the parties
    entitled to be represented at the meeting, be adjourned to a
    date  no  sooner  than  twenty  nor  later than thirty  days
    following such originally scheduled meeting.   Those members
    who  attend  the  rescheduled  meeting  shall  be deemed  to
    constitute  a quorum and may adopt any resolutions  or  take
    any other action  not  inconsistent  with  the provisions of
    this Agreement.

8.5        Decisions

           Each party entitled to be represented, acting through
    its  appointed  members, shall have a vote on  a  Committee.
    Each  member of a  Committee  shall  have  one  vote.   With
    respect  to the approval of an Approved Expansion Project or
    of Programmes  and  Budgets,  the  function of the Operating
    Committee will be to recommend the same  for the approval of
    the  boards  of  directors  of, in the case of  an  Approved
    Expansion Project, PT-FI, FCX and PT-RTZ and, in the case of
    Programmes and Budgets, PT-FI  and  PT-RTZ.   No project for
    Expansion shall be an Approved Expansion Project  unless and
    until it has been approved by the boards of directors of PT-
    FI,  FCX and PT-RTZ (and each project of Expansion shall  be
    an Approved  Expansion  Project  if  and when it has been so
    approved) or is otherwise an Approved  Expansion  Project in
    accordance  with  Clause 10.3   and  no Programme and Budget
    shall be an Approved Programme and Budget  unless  and until
    it has been approved by the boards of directors of PT-FI and
    PT-RTZ.   Subject  to  the foregoing, all decisions of  each
    Committee shall be taken  by simple majority vote of members
    present  in person or by proxy  except  that  all  decisions
    relating  to   Approved   Expansion  Projects,  including  a
    decision regarding a material  departure  from  the scope or
    cost  of  any Approved Expansion Project, shall, subject  to
    Clause 10.3, require the approval of representatives of both
    Participants.

8.6        Meetings

           The  Operator  shall  call  the first meetings of the
    Exploration Committees within thirty  days  of the formation
    thereof.   The purpose of such first meetings  shall  be  to
    propose and  agree  the  first  Programme and Budget for the
    remainder  of that Year provided that  until  such  a  first
    Programme and Budget has been agreed, Exploration activities

will be conducted in accordance with the Exploration programme for 1995 in existence at the date of the Implementation Agreement or, if this Agreement is executed after 31 December 1995, the then existing Exploration programme of PT-FI which does not cover a period in excess of 12 months. Thereafter the Exploration Committees and the Operating Committee shall hold at least four meetings per Year, one of which shall be in December to propose the relevant Programme and Budget for the subsequent calendar year (the "Annual Budget Meeting"). The Operator shall give thirty days' notice to the Participants of each meeting. Additionally, any Participant or the Operator may call a special meeting upon fifteen days' notice to the other Participant(s) and to the Operator if the Operator is not calling the meeting. In case of emergency, reasonable notice of a special meeting shall suffice. All meetings shall be held in a mutually agreed place, failing which in New Orleans. Each notice of a meeting shall include an itemised agenda prepared by the Operator in the case of a regular meeting, or by the Participant calling the meeting in the case of a special meeting, but any matters may be considered with the consent of the Participants. The

    Operator  shall  prepare minutes of all meetings  and  shall
    distribute copies of such minutes to the Participants within
    thirty days after  the meeting.  The minutes, when signed by
    all Participants (and  no  signature  shall  be unreasonably
    withheld  or delayed), shall be the official record  of  the
    decisions made  by  a  Committee and shall be binding on the
    Participants and on the  Operator.  Each of the Participants
    shall  bear  its  own costs of  attendance  at  meetings  of
    Committees.  The Operator shall be entitled to be present at
    all meetings of a Committee  unless such Committee otherwise
    resolves but the Operator shall not be counted in the quorum
    or be entitled to vote in its capacity as Operator.

8.7        Action Without Meeting

           In lieu of meetings, a  Committee  may hold telephone
    conferences,  so  long  as  all  decisions  are  immediately
    confirmed in writing and signed by all the parties  entitled
    to  be  represented  at  meetings  of that Committee, and  a
    member appointed by each party entitled to be represented at
    meetings of that Committee has a reasonable  opportunity  to
    be included in any such conference.

8.8        Close-down

    8.8.1              If  either  Participant  shall  determine
           that,  in  its best judgment, Close-down shall  occur
           within 11 years thereafter, it shall notify the other
           Participant  and  the Operator.  Within 30 days after
           receipt of notice of  such  determination,  the other
           Participant   shall   notify  the  first  Participant
           whether or not it agrees with such determination.  If
           there is a disagreement as to such determination, the
           Participants shall seek  to achieve a mutually agreed
           expected date of Close-down  (an  "Anticipated Close-
           down  Date").  In the absence of such  an  agreement,

the dispute shall be referred to the firm of independent mining consultants which has most recently reviewed and confirmed the reserves in the Contract Area for Form 10-K reporting purposes, whose determination as to the Anticipated Close-down Date shall be binding on both Participants.

8.8.2 Within 90 days after a final determination of the Anticipated Close-down Date, the Operator shall deliver to the Participants its best estimate of the anticipated Close-down Costs. In December of the Year in which such determination of the Anticipated Close-down Date shall have been finally determined, and in December of each of the nine subsequent Years, each Participant shall secure the payment of 10% of the Close-down Costs payable by such Participant (in accordance with the Financial and Accounting Procedures), by such methods as shall be determined by agreement of the Participants or, in the absence of agreement, by (i) the purchase of bonds with an investment rating of A (or the then equivalent rating) or better and (ii) the delivery of such bonds to the Trustee under the Trust Agreement or such other trustee as shall be agreed by the Participants. The proceeds of such bonds or other form of security shall be made available, as required, to pay such Close-down Costs.

         8.8.3              In  the  case of a Sole Risk Venture, the
                Participant undertaking  the  Sole Risk Venture shall
                provide  for  the  anticipated  Close-down  Costs  as
                provided  in  Clauses  8.8.1  and  8.8.2,  unless  an
                alternate method of funding Close-down Costs has been
                approved by the non-Participating Participant(s).

9. OPERATOR

     9.1        Appointment

Except as provided in Clauses 9.5 and 12.2, PT-FI shall be the Operator for all operations under the COW or this Agreement. The Operator shall report to the Committees.

9.2        Powers and Duties of Operator

           Subject to the provisions of this Agreement and other
    agreements  which the Participants have agreed to be binding
    with respect  to  all  or part of Enterprise Operations, the
    Operator  shall, in addition  to  those  powers  and  duties
    contained elsewhere  in  this  Agreement, have the following
    powers and duties which shall be  discharged  in  accordance
    with each Programme and Budget:

    9.2.1              The  Operator  shall  manage, direct  and
           conduct Enterprise Operations.

    9.2.2              The Operator shall prepare and present to
           each  member  of  the appropriate Committee  proposed
           Programmes and Budgets  in  accordance with paragraph
           10.1 of the Financial and Accounting Procedures.

9.2.3 The Operator shall make cash calls as provided in paragraph 10.3 of the Financial and Accounting Procedures and on receipt of amounts from the Participants pursuant to paragraph 10.3 of the Financial and Accounting Procedures shall make all expenditures necessary to carry out Approved Programmes and Budgets and shall promptly advise the relevant Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. Any payments made by the Operator pursuant to this Agreement shall be for the account of the

       Participants and the Operator shall not  be  required
       as Operator to advance its own funds for the purposes
       of conducting Joint Operations.

9.2.4              The Operator shall make distributions  of
       cashflow as provided in this Agreement (including the
       Financial  and  Accounting Procedures) and should the
       Operator default in making any such distributions and
       the default continues  for  30 days after (i) (in the
       absence of any dispute or, in the event of a dispute,
       as  regards the undisputed amount)  notice  from  any
       Participant of non-payment or (ii) (in the event of a
       dispute,   as   to   the   disputed   amount)   final
       determination  of  such  amount  as  provided  in the
       Financial  and Accounting Procedures, any Participant
       shall have the  right  to declare an Allocation Event
       (as defined in the Trust Agreement).

9.2.5              The  Operator  shall  implement  Approved
       Expansion Projects and other Expansions.

9.2.6              The Operator  shall sell on behalf of the
       Participants with an interest  in  such Products, the
       Products derived from Enterprise Operations  on terms
       which shall be discussed with such Participants.   In
       carrying  out  its  obligations  pursuant  to  Clause
       9.2.6,  the  Operator  shall conduct such hedging and
       other price protection activities  as  are authorised
       by the relevant Participant with an interest  in such
       Products.   However,  the  costs and benefits of such
       price  protection activities  shall  be  specifically
       allocated  to  and  borne  solely  by the authorising
       Participant.

9.2.7              The Operator shall:

       (a)             purchase  or  otherwise  acquire  all
            material,  supplies, equipment,  water,  utility
            and   transportation   services   required   for
            operations,  such  purchases and acquisitions to
            be  made on such terms  as  the  Operator  shall
            prudently  approve,  taking  into account all of
            the  circumstances, including the  existence  of
            prior agreements and arrangements;

       (b)             obtain  such customary warranties and
            guarantees as are available  in  connection with
            such  purchases  and  acquisitions, taking  into
            account all of the circumstances; and

       (c)             keep the Joint  Account  Assets  free
            and  clear of all Encumbrances, except for those
            existing  at  the time of, or created concurrent
            with,  the acquisition  of  such  Joint  Account
            Assets and  those  which are otherwise permitted
            by this Agreement, including  Clause  7.2.5,  or
            with the consent of the Participants.

9.2.8              The  Operator  shall: (a) make or arrange
       for all payments required by the COW, leases, claims,
       grants, permits, licences, concessions, contracts and
       other agreements related to the Joint Account Assets;
       (b) pay all Taxes, assessments  and  like  charges on
       Enterprise Operations and Joint Account Assets except
       Taxes  determined or measured by a Participant's  net
       income subject to the provisions of Clause 14 and (c)
       do all other  acts  reasonably  necessary to maintain
       the Joint Account Assets and the COW.

9.2.9              The Operator shall:   (a)  apply  for all
       necessary permits, licences and approvals; (b) comply
       with  applicable  laws  and  regulations;  (c) notify
       promptly the relevant Committee of any allegations of
       substantial  violation  thereof; and (d) prepare  and
       file  all  reports  or  notices  required  for  Joint
       Operations.  The Operator  shall  not be in breach of
       this provision if a violation has occurred  in  spite
       of  the  Operator's good faith efforts to comply, and
       the Operator has in a timely manner cured or disposed
       of such violation.

9.2.10             The  Operator shall prosecute and defend,

but shall not initiate without consulting the Participants any litigation or administrative proceedings arising out of Joint Operations. The Participants shall have the right to participate, at their own expense, in such litigation or administrative proceedings.

9.2.11 The Operator shall maintain for the account of the Participants with respect to the Joint Operations such basic insurance as it shall reasonably deem to be necessary for prudent operation (details of which it shall supply to each Participant) and, to the extent practicable, shall also make available, at the individual Participant's cost and for the individual Participant's benefit, such additional insurance, including business interruption insurance, as the individual Participants shall desire. The premium for such basic insurance will be a charge to the Participation and for such additional insurance to the Participant(s) requesting the same. No other insurance shall be provided for the benefit of the Participants. However, after consultation with the other Participant, any Participant may procure and maintain at its cost and expense such other insurance as it shall determine and such other insurance shall be solely for the benefit of the Participant procuring the same and the premium therefor shall not be a charge to the Participation. Further, such insured Participant shall indemnify the other

       Participants  not named as insured in such additional
       insurance policy  against any claim of the insurer by
       subrogation or otherwise.

9.2.12             Except  where  the  Operator is expressly
       permitted to Dispose of Joint Account  Assets  by the
       terms of this Agreement, the Operator may not Dispose
       of Joint Account Assets, whether by sale, assignment,
       abandonment or other transfer, except in the ordinary
       course  of  business  or  with  the  agreement of the
       Participants.

9.2.13 The Operator shall have the right (subject to Clause 9.6) to carry out its

       responsibilities hereunder through agents, Affiliates
       or independent contractors.

9.2.14             The Operator shall keep  and maintain all
       accounting  and financial records in accordance  with
       the Financial and Accounting Procedures.

9.2.15 The persons employed in the Joint Operations will not be employees of the Participation.

9.2.16 At all reasonable times, the Operator shall provide the relevant Committee or the representative of any Participant, upon request, access to, and the right to inspect and copy all information acquired in Joint Operations, including, but not limited to, maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records. In addition, the Operator shall allow each Participant, at its sole risk and expense, and subject to reasonable safety regulations, to inspect the Joint Account Assets and observe Enterprise Operations at all reasonable times, so long as the inspecting Participant does not unreasonably interfere with Enterprise Operations.

9.2.17 The Operator shall undertake all other activities reasonably necessary to fulfill the foregoing.

           The  Operator  shall  not be in default of its duties
    under this Clause 9.2 if its inability  to  perform  results
    from the failure of either Participant to perform acts or to
    contribute  amounts  required  of  it by this Agreement, but
    this shall not relieve any Participant which is the Operator
    of any liability in its capacity as a Participant.

9.3        No Fee

           Except as otherwise agreed or  provided  for  in  the
    Financial  and Accounting Procedures, the Operator shall not
    be entitled  to  any fee or other compensation for acting as
    Operator.

9.4        Standard of Care

           The Operator  shall conduct all Enterprise Operations
    (including the marketing of Products) in a good, workmanlike
    and efficient manner,  in  accordance  with sound mining and
    other applicable industry standards and  practices,  and  in
    accordance with applicable laws, the terms and provisions of
    the  COW  and  any  leases, licences, permits, contracts and
    other agreements pertaining  to  the  Joint  Account Assets.
    Without  prejudice  to the generality of the foregoing,  the
    Operator shall maintain  in  good working order all material
    assets taken as a whole from time to time used in Enterprise
    Operations or Sole Risk Ventures.  The Operator shall not be
    liable to any Participant for  any  act  or  omission in its
    capacity  as  Participant  (insofar as such act or  omission
    relates to conduct of operations in the Contract Area) or as
    Operator resulting in damage  or  loss  except to the extent
    caused by or attributable to its  wilful misconduct or gross
    negligence.

9.5        Resignation; Deemed Offer to Resign

           The Operator may resign upon 90 days'  prior  notice.
    In  addition,  the Operator shall be deemed to have resigned
    forthwith upon an  Event  of  Resignation,  as defined below
    and, as provided in the Operator Replacement  Agreement, PT-
    RTZ shall, if at the time of such Event of Resignation,  PT-
    RTZ  is  not  the  Operator  and  is  an  indirect or direct
    subsidiary  of  RTZ,  have  the  right to become  substitute
    Operator in succession to PT-FI with  respect  to  the  COW.
    Similarly,  if the Operator shall resign upon 90 days' prior
    notice, PT-RTZ  will  have  the  right to become Operator in
    succession to PT-FI with respect to the COW if PT-RTZ is not
    then  the Operator and shall at the  time  be  a  direct  or
    indirect  subsidiary  of  RTZ.   For  the  purposes  of this
    Agreement,  an  Event  of  Resignation shall mean one of the
    following occurrences:

    9.5.1              an Event  of  Default shall have occurred
           under an FI Credit Document  (as defined in the Trust
           Agreement)   which   gives  the  Operator   Selection
           Representative a right under the Operator Replacement
           Agreement to cause PT-FI  to  resign  as Operator and
           such Operator Selection Representative has elected to
           exercise such right; or

    9.5.2              the Government has given PT-FI  a  notice
           of default under Article 20 of the COW and PT-FI  has
           not  within  30  days  (unless the default relates to
           failure to make payments pursuant to Article 12 or 13
           of the COW, in which event  20  days)  after  receipt
           thereof either corrected such default or obtained the
           withdrawal   or  stay  of  such  notice,  unless  the
           question has been  submitted to arbitration, in which
           event it shall be an  Event  of  Resignation if PT-FI
           has not corrected such default within  10  days after
           affirmation of such default by arbitration; or

    9.5.3              FCX and its Affiliates shall cease to own
           at  least such number of shares of the capital  stock
           of PT-FI  as  shall  permit FCX and its Affiliates to
           elect a majority of the board of directors and of the
           board of commissioners of PT-FI; or

    9.5.4              any person shall, except with the consent
           of RTZ, acquire such number  of shares of the capital
           stock of FCX as shall permit such  person  to elect a
           majority of the board of directors of FCX; or

    9.5.5              a general meeting of shareholders  of the
           Operator resolves that the Operator be liquidated  or
           the  Operator  suffers the appointment of a receiver,
           liquidator,   administrator,   assignee,   custodian,
           trustee,  sequestrator  or  similar  official  for  a
           substantial  part  of  its  assets  in  a  proceeding

brought against or initiated by it, and such appointment is neither made ineffective nor discharged within ninety days after the making thereof or such appointment is consented to, requested by or acquiesced in by it; or

9.5.6 the Operator commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect; or consents to the entry of an order of relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, administrator, assignee, custodian, trustee, sequestrator or other similar official of any

           substantial  part  of  its assets; or makes a general
           assignment for the benefit of creditors; or

    9.5.7              entry is made  against  the Operator of a
           judgment, decree or order for relief  by  a  court of
           competent   jurisdiction   in   an  involuntary  case
           commenced against the Operator under  any  applicable
           bankruptcy,  insolvency or other similar law  of  any
           jurisdiction now or hereafter in effect.

9.6        Transactions With Affiliates

           If  the  Operator  engages  an  Affiliate  of  either

Participant to provide services hereunder or to perform any of the obligations of the Operator, it shall do so on terms no more favourable to the Affiliate than would be the case with an unrelated person in an arm's length transaction provided that arrangements with Affiliates consistent with the Management Services Agreement presently in existence between Freeport-McMoRan Inc. and PT-FI or between FCX and PT-FI, and substitute arrangements no more onerous to PT-FI, shall not constitute a violation of the foregoing.

10. FEASIBILITY STUDY INTO EXPANSION

10.1 At such time (whether before or after the Effective Date) as a Participant is of the good faith and reasonable opinion that an economically viable project of Expansion or Development may be possible in any area of the Contract Area (the "Specified Area") (the "Expansion Project"), such Participant (the "Proposing Participant") may propose that a Feasibility Study be prepared to assess the economic viability of such Expansion Project. Such proposal (the "Proposal") shall be made to the Operating Committee and shall detail the information upon which the Proposing Participant has based its opinion. The Specified Area shall be defined in terms of a three-dimensional physical description.

Within 30 days following the Operating Committee's receipt of the Proposal, the Operating Committee shall vote whether to authorise the Operator to conduct a Feasibility Study relating to such Proposal, except that, if the Proposal relates to an Expansion Project which satisfies the criteria specified in, or agreed pursuant to, Clause 10.5 and would be the first Approved Expansion Project, such approval shall be deemed to have been given. If the Operating Committee approves the Proposal, the Operator shall conduct a Feasibility Study relating thereto. If the Operating Committee does not approve the Proposal, the Proposing Participant may, at its sole risk and expense, proceed with the project as described in the Proposal as a Sole Risk Programme, to which the provisions of this Agreement relating to Sole Risk Programmes and Sole Risk Ventures shall apply.

10.2 Upon completion of any such Feasibility Study as is referred to in Clause 10.1 (including any initiated before the Effective Date and completed after the Effective Date), the Operator will deliver a copy of the results thereof to the Operating Committee and to the boards of directors of FCX, PT-FI and PT-RTZ respectively. Within 90 days following receipt of such results or, if the Expansion Project does not involve project financing on a joint basis and is not to be financed through the proceeds of the RTZ Loan Agreement, then within such additional reasonable period of time, not exceeding six months, as shall be necessary for either Participant to receive assurance of necessary financing, the boards of directors of FCX and PT- FI, on one hand, and of PT-RTZ, on the other, shall either

10.2.1 approve, and authorise the commencement of construction of, the Expansion Project in

       accordance with its terms;

10.2.2             agree  in  principle  that  the Expansion
       Project  be  carried  out  as  Joint  Operations  but
       disagree as to scope or related Budget; or

10.2.3             decline to approve the Expansion Project.

10.3 Notwithstanding any other provision of this Agreement to the contrary, for a period of ten years from the date hereof, PT-RTZ shall have the sole right (i) to propose as the subject of a Feasibility Study an Expansion Project which satisfies the criteria specified in, or agreed pursuant to, Clause 10.5 and which would be the first Approved Expansion Project and (ii) to determine that the Expansion Project which is the subject of such Feasibility Study shall be the first Approved Expansion Project, for which purpose the approval of the board of directors of PT- FI shall be deemed to have been given. Accordingly, whether or not the board of directors of PT-FI or the board of directors of FCX approve such Expansion Project, such Expansion Project shall, provided it is approved by the board of directors of PT-RTZ, be an Approved Expansion Project for all purposes of this Agreement.

10.4 Except in relation to the Expansion Project falling within Clause 10.3 as to which the provisions of Clause 10.3 shall apply, if the boards of directors of FCX, PT-FI and PT-RTZ do not agree on the scope and Budget of an Expansion Project as mentioned in Clause 10.2.2, the matter shall be left open for an additional period of 30 days to allow for further discussion. If the boards of directors shall decline to approve the Expansion Project within such 30 day period, the board of directors of the Proposing Participant may, within a further period of 30 days thereafter by notice to the other Participant and the Operator elect, subject, in the case of PT-FI, to the limitation specified in Clause 7.5.1.2, to carry out such Expansion Project as a sole risk venture (a "Sole Risk Programme") and, unless the other Participant, within a further period of 30 days after receipt of the Proposing Participant's notice of election, elects by written notice to the Proposing Participant and the Operator to join in such Sole Risk Programme (in which case the Expansion Project shall become part of Joint Operations), the Proposing Participant shall have the right to carry out the Expansion Project as a Sole Risk Venture provided that it commences work within one year after the date of its written election to carry out such Expansion Project as a Sole Risk Venture, and provided further that, in the case of any Sole Risk Programme carried out by PT- RTZ, unless PT-RTZ has obtained the prior written consent of PT-FI, the Sole Risk Programme is not based to any significant degree on the accelerated mining of the 10-K Reserves.

10.5 No project shall be capable of being the first Approved Expansion Project unless it is a project for Expansion which is (a) based on the aggregate of (i) the 10-K Reserves and (ii) New Reserves of not less than 400,000,000 tonnes containing an average of 0.5% copper and 0.5 grammes/tonne of gold (or the economic equivalent thereof), unless FCX and PT-RTZ shall agree that a smaller reserve would suffice and
(b) designed to result in the treatment of ore mined from the aggregate resources in Contract Area Block A (being both the 10-K Reserves and the above-mentioned New Reserves) at an aggregate rate in excess of 118,000 tonnes per day. In this Clause 10.5, "New Reserves" means proved and probable ore reserves situated in Contract Area Block A which are additional to the 10-K Reserves.

11. GREENFIELD PROJECTS AND LATER EXPANSION PROJECTS

11.1 The Participants will plan together, in accordance with the procedures set out in Clause 10, the Development of any new Greenfield Project in Contract Area Block A or Contract Area Block B, and any project of Expansion which is to be funded wholly without the use of the proceeds of the RTZ Loan and the related direct investment by PT-RTZ. The procedures outlined in Clause 10 and the Financial and Accounting Procedures will be applicable.

11.2 If any project referred to in Clause 11.1 is to be developed as part of Joint Operations, the financing of such project, insofar as it is not to be funded by way of the RTZ Loan and the related direct investment by PT-RTZ, will be either on a joint basis, in which event the financing costs will be part of the Operating Costs for purposes of the Financial and Accounting Procedures, or on an individual basis, in which event each Participant will be solely liable for its financing costs but will be entitled to determine the form which such financing will take, including, if such Participant so desires, sale and leaseback transactions so long as such transactions relate solely to such Participant's interest in the Joint Account Assets and do not prejudice or unduly interfere with the carrying on of Enterprise Operations or previously established Sole Risk Ventures. The costs and benefits of any such project carried on as part of Joint Operations will, subject to the above provisions of this Clause 11.2 and Clause 6.1 and the Financial and Accounting Procedures, be borne by the Participants in proportion to their respective Participating Interests in Contract Area Block A or Contract Area Block B, as the case may be.

11.3 If, pursuant to the procedures set out in Clause 10, any project referred to in Clause 11.1 is not to be developed as part of Joint Operations, either Participant may treat the project as a Sole Risk Venture under the provisions of Clauses 10 and 12.

12. SOLE RISK

12.1 If a Proposing Participant shall proceed with a Sole Risk Programme and unless otherwise agreed by the Participants, for so long as the Sole Risk Programme continues or the Proposing Participant continues to conduct operations on its own account in the Specified Area:

12.1.1             the  Specified Area shall not be eligible
       for Joint Operations  and  the  Proposing Participant
       shall have the exclusive right to  carry out the Sole
       Risk Programme and any subsequent work  programmes as
       it  may think fit in the Specified Area at  its  sole
       risk and cost and the other Participant shall, to the
       extent necessary and so far as it is able and without
       prejudice  to  the  existing  Enterprise  Operations,
       provide  full  rights of ingress, egress and  regress
       to,  from  and  over   the  Specified  Area  and  the
       remainder of the Contract  Area so that the Proposing
       Participant   may  exercise  such   right.    Without
       prejudice to the  generality of the foregoing, to the
       extent that the Sole Risk Venture requires the use of
       PT-FI  Available Assets  PT-FI  support  services  or
       Joint Account Assets, and the use of these assets and
       support services does not prejudice then or later the
       conduct  of  Enterprise Operations, each of PT-FI and
       PT-RTZ  (as  appropriate)  will  make  available  and
       charge  to the  Sole  Risk  Venture  the  direct  and
       allocable   costs   of   providing  such  assets  and
       services;

12.1.2             the  Participant   which   is   not   the
       Proposing  Participant shall cease to have any rights
       to the production  of  Minerals or proceeds therefrom
       from operations in the Specified  Area  provided that
       the  rights of the Proposing Participant will  relate
       solely  to  the  obtaining of exclusive rights to the
       proved and probable reserves in the three-dimensional
       physical area of the  Specified Area, as described in
       the Feasibility Study with  respect to the project in
       question, to the extent such  reserves constitute the

basis for the project, as presented to the Participants pursuant to Clause 10, but will not thereby obtain rights with respect to any other reserves. Any further Expansion within the Specified Area, but not constituting part of the Sole Risk Programme, will be subject to the procedure provided in Clause 11 for approval of Programmes, but with protections afforded to the holder of the Sole Risk Programme which are comparable to those afforded PT- FI with respect to the 10-K Reserves and the related PT-FI Available Assets.

12.2 All Sole Risk Programmes shall be conducted by the Operator appointed under this Agreement, unless it declines to act as operator with respect thereto, in which event the operator with respect thereto shall be the person designated as operator by the Participant for whose account the Sole Risk Venture is being conducted, subject to the reasonable approval of PT-FI. The Operator or other operator shall have, with respect to the Sole Risk Venture, the same powers, rights and obligations as are applicable to the Operator's activities with respect to Enterprise Operations. In the event of any conflict between the conduct of Enterprise Operations and a Sole Risk Programme, the Operator shall give priority to Enterprise Operations.

12.3 Should the Operator conduct a Sole Risk Programme on behalf of a Participant which is not also the Operator, the charges provided for in the Financial and Accounting Procedures with respect to such Sole Risk Programme shall be payable or repayable to the Operator upon demand. The Operator shall be authorised to establish such procedures as are reasonably necessary to obtain such payments from revenues otherwise payable to such Participant or to issue cash calls with respect thereto to such Participant.

12.4 Should the board of directors of any Participant determine, in any Year, not to participate in the proposed Exploration Programme for such Year as recommended by the Exploration Committee, or if no Programme is recommended by the Committee, the board of directors of either Participant may elect, upon 30 days' notice after having submitted a proposed Exploration Programme to the other Participant, to carry out such Programme as a Sole Risk Venture, unless within such period the other Participant elects to join in such Programme. If no such election by the other Participant is made,

(a) if the proposed Programme is in Contract Area Block B, the declining Participant shall not be entitled to participate in that or any subsequent Exploration Programmes or in any subsequent Development Projects in Contract Area Block B other than any Development Projects already begun or pursuant to Exploration Programmes and subsequent Development Projects based on Feasibility Studies which have theretofore been approved, and

(b) if the proposed Programme is in Contract Area Block A, the absence of any such election by the other Participant shall not affect that other Participant's rights to participate in any subsequent Exploration Programmes or in any subsequent Development Projects except that if the Participant which carries out the Programme as a Sole Risk Programme subsequently puts forward a proposal for Development based on such Sole Risk Programme, the other Participant shall not, in reaching a decision whether or not to participate in such Development Project, be entitled to see or use any data relating to such Exploration Sole Risk Programme.

13. PROGRAMMES AND BUDGETS

Joint Operations shall be conducted, expenses shall be incurred and Joint Account Assets shall be acquired pursuant only to Approved Programmes and Budgets. The Financial and Accounting Procedures contains, among other things, provisions concerning the preparation, review and approval of Programmes and Budgets.

14. TAXATION IN INDONESIA

It is the intention of the Participants that each of the Participants should be liable for Indonesian Taxes on income separately according to its participation in Joint Operations and any of its Sole Risk Ventures (and with respect to PT-FI, its interest in the 10-K Reserves and the other Enterprise Operations). Each Participant shall be directly responsible for and shall directly pay all such Taxes applicable to such Participant in Indonesia.

Each Participant shall individually and timely file its own Indonesian Tax returns with the relevant authorities and independently file pertinent claims and recover Tax credits to the extent permitted by applicable law. Each Participant shall provide to the other promptly all such information reasonably requested by the other to enable such other to comply with its obligations under this Clause 14.

Failure by a Participant to make any payment of Indonesian Income Tax which is due and payable by the Participant and which would result in a default under the COW shall entitle the Operator after 3 business days' notice to the Participant to make the required payment on behalf of the Participant and withhold such amount from sums otherwise due to such Participant under this Agreement.

15. TRANSFER OF PARTICIPATING INTERESTS

15.1 General

Subject to the provisions of this Clause 15, a Participant shall have the right to transfer, grant, assign, and otherwise commit or dispose (all such rights to be referred to as "transfer" in this Clause 15) to any third party all or any part of its Participating Interest.

15.2 Limitations on Free Transferability

The transfer right of a Participant in Clause 15.1 shall be subject to the following terms and conditions:

15.2.1             no transferee  (other  than  a transferee
       taking the Participating Interest or part thereof for
       the  purpose of securing the payment or repayment  of
       any indebtedness,  or  enforcement  thereof,  or  the
       taking  of  title  by  a  party secured thereby or an
       Affiliate (including any representative  thereof  and
       the  Trustee  acting on its behalf under the Restated
       Trust Agreement),  and prior to the assumption of the
       position  of  a Participant  in  substitution  for  a
       Participant under the Participation Agreement) of all
       or part of its  Participating Interest shall have the
       rights  of  a  Participant   unless   and  until  the
       transferring  Participant has provided to  the  other
       Participants  notice   of   the   transfer,  and  the
       transferee (other than a transferee as aforesaid), as
       of the effective date of the transfer,  has committed
       in writing to be bound by this Agreement  to the same
       extent and nature as the transferring Participant;

15.2.2             no  transfer permitted by this Clause  15
       shall relieve the  transferring  Participant  of  its
       share  of  any  Liability, whether accruing before or
       after  such  transfer,  which  arises  out  of  Joint
       Operations conducted  after  the  Effective  Date and
       prior to such transfer;

15.2.3             the  transferring Participant and (unless
       the transferee is  taking  the Participating Interest
       or  part thereof by way of security)  the  transferee
       shall  indemnify  the  other  Participant against all
       adverse tax consequences of the transfer;

15.2.4             no transfer shall be  made of less than a
       10% Participating Interest (unless  it is the balance
       of  the transferor's Participating Interest)  and  no
       such   transfer  shall  result  in  the  transferring
       Participant  retaining  less than a 10% Participating
       Interest  provided  that  a   Participant   will   be
       entitled,  in connection with the financing of a Sole
       Risk Programme  or  an Approved Programme and Budget,
       subject to the other sub-clauses of this Clause 15.2,
       to transfer a partial  interest  of  less  than a 10%
       Participating  Interest,  or a partial interest  that
       relates only to a specific  geographic  area, so long
       as such transfer and such financing do not materially
       and adversely affect any Joint Operations;

15.2.5             no  transfer  shall be made to  a  person
       which is bankrupt, insolvent,  liable to be wound up,
       which is not of good financial standing  or  which is
       otherwise  objectionable  on reasonable grounds  from
       the viewpoint of the interests of the Participation;

15.2.6             subject to Clause 15.4.4,  such  transfer
       shall be subject to a first offer right in favour  of
       the other Participant as provided in Clause 15.3;

15.2.7             such transfer shall in no case affect the
       rights  of the non-transferring Participant under the
       COW;

15.2.8             such  transfer shall include the right to
       receive revenues from  Enterprise  Operations  to the
       extent  enjoyed  by  the  transferor,  but  shall not
       include  the  right  to participate in any Committees
       described  in  Clause  8  of  this  Agreement  or  in
       Clause 2 of the Implementation  Agreement or to be an
       Operator as described in Clause 9  of this Agreement,
       unless the non-transferring Participants  consent  to
       the  transfer of the right in question, which consent
       may be withheld for any reason; and

15.2.9             such  transfer  shall be subject to prior
       Government approval.

In addition, until the RTZ Loan has been repaid in full, no transferee of the whole or any part of PT-FI's Participating Interest in Incremental Expansion Cashflow (together with PT-FI's related rights under the COW and agreements for the sale of Products derived from Joint Operations) shall have the rights of a Participant unless and until it has committed in writing to be bound by the repayment provisions of the RTZ Loan Agreement and acknowledged and consented to the Intercreditor Agreement (as defined in the RTZ Loan Agreement).

15.3 First Offer Right

Except as otherwise provided in Clause 15.4, if a Participant desires to transfer all or any part of its Participating Interest, including an interest therein that relates only to a specific geographic area, it shall first offer to sell such part to the other Participant on terms to be agreed. The Participants shall thereupon use all reasonable endeavours to agree the terms of the sale. If despite using all such reasonable endeavours, the Participants fail to agree on the terms of the sale within a period of 60 days after the date of the offer referred to in this Clause 15.3, the Participant desiring to sell shall have the right for the period of 180 days following the expiry of such 60 day period to sell such part of its Participating Interest to a third party. If the Participant desiring to sell shall fail to consummate such a sale to any third party within 180 days after such Participant shall become entitled hereunder to sell to such third party, no sale or transfer may thereafter be made by such Participant without again complying with the provisions of this Clause 15.3.

15.4 Exceptions to First Offer Right

Clause 15.3 shall not apply to the following transfers:

15.4.1             transfer  by  a Participant of all or any
       part  of  its  interest  in  this  Agreement  or  any
       Participating Interest to an Affiliate;

15.4.2             corporate     merger,      consolidation,
       amalgamation  or reorganisation of a Participant  for
       the purposes of a financial reconstruction;

15.4.3             transfers  among  Participants  which are
       expressly required or permitted by the provisions  of
       this Agreement;

15.4.4             transfers   by  way  of  security  or  an
       enforcement or foreclosure  thereof  or the taking of
       title  by a secured party or an Affiliate  (including
       any representative  thereof and the Trustee acting on
       its behalf under the  Restated  Trust  Agreement) but
       not a subsequent transferee.

16. GENERAL PROVISIONS

16.1 Notices

All notices, payments and other required communications hereunder ("Notice") between the parties shall be in writing and shall be addressed, respectively, as follows: All Notices shall be given (a) by personal delivery to each of the other parties, or (b) by electronic communication, with a confirmation sent by registered or certified mail, return receipt requested. All Notices shall be effective and shall be deemed delivered (i) if by personal delivery on the date of delivery and (ii) if by electronic communication on the date of receipt of the electronic communication. A party may change its address from time to time by Notice to the other parties.

If to PT-FI:           P. T. Freeport Indonesia Company
                       1615 Poydras Street
                       New Orleans, LA  70161
                       Attention:  Treasurer
              Tel.: (504) 582-4628
                       Fax: (504) 582-4511


If to PT-RTZ:          P.T. RTZ-CRA Indonesia
                       14th floor, World Trade Centre
                       Jalan Jend. Sudirman Kav. 29-31
              Jakarta 12920

Indonesia
Tel: (6221) 521 1752 Fax: (6221) 521 1760

Attention: President Director

with a copy to: The RTZ Corporation PLC 6 St. James's Square London SW1Y 4LD
England
Tel: 0171 930 2399 Fax: 0171 930 3249

Attention: The Secretary

16.2 Waiver

The failure of a party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit the party's right thereafter to enforce any provision or exercise any right.

16.3 Modification

No modification or amendment of this Agreement shall be valid unless made in writing and duly signed by all the parties. If, in the event of experience gained through the operation of this Agreement, the parties agree that application of any of its provisions results in a material inequity to (a) party(ies), then the parties agree that they will meet to discuss possible changes in such provision(s) proposed by one or more parties as a means of obviating such inequity.

16.4 Force Majeure

16.4.1             The obligations of the  Operator and of a
       Participant, other than the payment of money provided
       hereunder, shall be suspended and any  period of time
       mentioned in this Agreement shall be extended  to the
       extent  and  for  the  period that performance or the
       ability of the Operator  or  (as the case may be) one
       or  both of the Participants to  exercise  rights  or
       carry  out  obligations or otherwise act as permitted
       by or in accordance  with this Agreement is prevented
       by any cause, whether  foreseeable  or unforeseeable,
       beyond  its  reasonable  control, including,  without
       limitation,  labour  disputes  (however  arising  and
       whether or not employee  demands  are  reasonable  or
       within  the  power of the Participant to grant); acts
       of  God; laws,  regulations,  orders,  proclamations,
       instructions   or   requests  of  any  government  or
       governmental  entity;  judgments  or  orders  of  any
       court; inability  to  obtain on reasonably acceptable
       terms   any   public   or  private   exploration   or
       exploitation, right, licence,  permit  or concession;
       curtailment or suspension of activities  to remedy or
       avoid  an  actual  or alleged, present or prospective
       violation of federal,  state  or  local environmental
       standards; acts of war or conditions  arising  out of

or attributable to war, whether declared or undeclared; riot, civil strife, insurrection or rebellion; fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse weather condition; delay or failure by suppliers or transporters of materials, parts supplies, services or equipment or by contractors or sub-contractors' shortage of, or inability to obtain, labour, transportation, materials, machinery, equipment, supplies, utilities, or services; accidents; breakdown of equipment, machinery or facilities; or any other cause, whether similar or dissimilar to the foregoing. The affected Participant shall promptly give notice to the other Participant of the suspension of performance, stating therein the nature of the suspension, the reasons therefor and the expected duration thereof. The affected Participant shall resume performance as soon as reasonably possible. During the period of suspension, the obligations of the Participants to advance funds pursuant to paragraph 10.3 of the Financial and Accounting Procedures shall be reduced to levels consistent with the Joint Operations which are capable of being carried on in the circumstances.

16.4.2 Should any of the causes referred to in Clause 16.4.1 result in the actual production of Products from Enterprise Operations (other than Greenfield Projects) in Contract Area Block A in any Year (the "Actual Production") falling short of the planned production of such Products for the Year as shown in the then current programme and budget (which, in the case of Joint Operations, shall be the Approved Programme and Budget) for that Year (the "Planned Production"), the Product Schedule shall be amended as follows:

(i) The scheduled production of Products for the Year in question as shown in the Product Schedule shall be reduced in accordance with the following formula:

D = A x C,
B

where D is the revised scheduled production for the Year in question, A is the Actual Production, B is the Planned Production and C is the scheduled production of Products for that Year as shown in the Product Schedule prior to the occurrence of the cause and the production which is D shall be substituted in the Product Schedule as the scheduled production of Products for the Year in question.

(ii) The shortfall in production being C - D (as defined in (i) above) shall be added to the final Year of production as shown by the Product Schedule prior to the occurrence of the cause or causes. If, in the final Year, the scheduled production as so revised would exceed the production which would result from a daily rate of 118,000 tonnes per day, the excess shall be carried forward to the subsequent Year (and the Cut-off Date shall be extended accordingly) and appropriate adjustments made to the production of recovered metal for that Year.

16.5 Governing Law

16.5.1             This  Agreement  shall be governed by and
       construed in accordance with the laws of the State of
       New York.

16.5.2             Each  of the parties  irrevocably  agrees
       that any suit, action  or  proceedings  (together  in
       this   Clause  16.5  referred  to  as  "Proceedings")
       arising  out  of or in connection with this Agreement
       shall be brought  in any United States Federal or New
       York State court sitting in the borough of Manhattan,
       City of New York and,  except  for the purposes of or
       Proceedings  regarding enforcement,  which  may  take
       place in any relevant  jurisdiction,  submits  to the
       exclusive jurisdiction of the courts in such borough.

16.5.3             Each  of  the  parties irrevocably waives
       any objection which it may have  now  or hereafter to
       the laying of venue of any Proceedings  in  any  such
       court  as  is referred to in this Clause 16.5 and any
       claim that any  such Proceedings have been brought in
       an inconvenient forum.  Each of the parties hereby to
       the fullest extent  permitted by law waives any right
       it may have to have any  Proceedings take the form of
       a trial by jury.

16.5.4             Each  of the parties  hereby  irrevocably
       designates, appoints and empowers, in the case of the
       United States Federal  Courts in New York and the New
       York  State  courts,  CT Corporation  System,  having
       offices  at the date hereof  at  1633  Broadway,  New
       York, N.Y.  10019,  U.S.A.  to  receive,  for  and on
       behalf   of   itself,  service  of  process  in  such
       jurisdictions in any legal action or proceedings with
       respect  to  this   Agreement   or  any  judgment  in
       connection herewith and agrees that  failure  by such
       process  agent  to  give  notice  of  such service of
       process to it shall not impair or affect the validity
       of such service or of any judgment based thereon.

16.6 Penalties

It is agreed between the parties that, while the percentage and rate set out in Clause 6.3.2.3 and paragraph 10.3.3 of the Financial and Accounting Procedures are considered fair and reasonable and a genuine pre-estimate of the loss to the non-Defaulting Participants, if it should be found that either of such percentage and rate be unenforceable as going beyond what is fair and reasonable or a genuine pre-estimate in the circumstances and if by substituting a different percentage or rate for the percentage or rate set out in Clause 6.3.2.3 or paragraph 10.3.3 of the Financial and Accounting Procedures it would be enforceable, then there shall be substituted such next high percentage or rate as shall render Clause 6.3.2.3 or paragraph 10.3.3 of the Financial and Accounting Procedures valid and enforceable.

16.7 Rule Against Perpetuities

Any right or option to acquire any interest in real or personal property under this Agreement must be exercised, if at all, so as to vest such interest in the acquirer within twenty-one years less one day after the death of the last known descendent of Queen Victoria alive on the Effective Date.

16.8 Further Assurances

Each of the Participants agrees that it shall take from time to time such actions and sign or execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement.

16.9 Confidentiality and Public Statements

Except as otherwise provided in this Clause 16.9, the terms and conditions of this Agreement, and all data, reports, records and other information of any kind whatsoever developed or acquired by any Participant in connection with this Participation, shall be treated by the Participants as confidential (hereinafter called "Confidential Information"), and no Participant shall reveal or otherwise disclose such Confidential Information to third parties without the prior written consent of the other Participant(s). The foregoing restrictions shall not apply to the disclosure of Confidential Information (i) pursuant to the terms of the COW or the request of the Government, the laws, rules and regulations administered by the Securities & Exchange Commission or the rules of any stock or securities exchange on which the shares or stock of either of the Participants or any of its Affiliates may from time to time be listed or (ii) to any Affiliate, to any public or private financing agency or institution, to any contractors or subcontractors which the Participants may engage and to employees and consultants of the Participants or to any third party to which a Participant contemplates the transfer, sale, assignment, encumbrance or other disposition of all or part of its Participating Interest pursuant to Clause 15; provided that, in any such case under this (ii), only such Confidential Information as such third party shall have a legitimate business need to know shall be disclosed, and the person or company to whom disclosure is made shall first undertake in writing to protect the confidential nature of such information at least to the same extent as the parties are obligated under this Clause 16.9. In addition, (a) the foregoing restrictions shall not apply to Confidential Information which otherwise comes into the public domain and (b) notwithstanding anything to the contrary in this Clause 16.9, each Participant is permitted to use and disclose data arising from the Participation in its annual audited financial statements and notes thereto.

In the event that a Participant is required to disclose Confidential Information to any government and appropriate agencies and departments thereof, to the extent required by law or in response to a legitimate request for such Confidential Information, the Participant so required shall immediately and prior to any disclosure notify the other Participants hereto of such requirement and the terms thereof prior to such submission.

The provisions of this Clause 16.9 shall apply during the term of this Agreement and shall continue to apply to any Participant which forfeits, surrenders, assigns, transfers or otherwise disposes of its Participating Interest for one year following the date of such occurrence.

Except as may be required by applicable law or any listing agreement with any national securities exchange or the rules of any stock exchange on which the shares or stock of either of the Participants or any of its Affiliates may from time to time be listed, no party to this Agreement shall issue any press release or make any public announcement or public disclosure with regard to the Participation or its financial performance or condition, including Confidential and non-Confidential Information, unless either (i) a draft of the proposed press release has been provided to the other party hereto at least twenty-four hours prior to its proposed release in order to permit such party to comment thereon or (ii) such press release or other public statement contains factual information (or discussion or analysis of or comment based upon such factual information) previously provided to such party by the other party provided that neither will present projections or forward-looking information that is attributed to the other party or any of its Affiliates without the prior written consent of the other party.

16.10 Entire Agreement; Successors and Assigns

This Agreement, together with the Implementation Agreement and the other documents referred to therein and the Early Closing Agreement and the other documents referred to therein, contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties.

16.11 Severability

If part of this Agreement is rendered illegal, invalid or unenforceable under applicable law, the remaining clauses of this Agreement shall continue in force.

16.12 Indonesian Law Waiver

Each of the Participants waives those provisions of Article 1266 of the Civil Code of the Republic of Indonesia (if and to the extent that, notwithstanding Clause 16.5, that Article is applicable to this Agreement) which would otherwise require the order of a court as a precondition to termination of this Agreement.

16.13 Tax Covenant

In recognition of the fact that the Participants and the transactions contemplated by this Agreement may be affected adversely over the life of the Chargeable Operations, by the interaction of the laws relating to Taxes under multiple taxing jurisdictions, the Participants agree that they will cooperate with a view to minimizing the adverse tax impact of the various jurisdictions on the Participants to the extent such can be accomplished without material adverse affect on the conduct of the Chargeable Operations and the other Participant. The Participants will consult and work together to ensure that neither party takes any action which prejudices the Tax position of the other. The Participants hereby agree that each will endeavour to make such adjustments in the way in which Chargeable Operations are conducted, or in the terms of this Agreement, or in their other relationships, as may be reasonably requested by the other Participant to avoid or minimize any adverse tax impact on such Participant while taking into account any adverse tax or operational impact on Chargeable Operations and on the other Participant.

(Signature pages follow)

IN WITNESS WHEREOF the authorised representatives of the parties hereto have signed this Agreement as of the date first above written.

P.T. FREEPORT INDONESIA COMPANY

By: /s/ R. Foster Duncan
     _____________________________
Name: R. Foster Duncan
Title: Treasurer

P.T. RTZ-CRA INDONESIA

By: /s/ Sandra Walker
     _____________________________
Name: Sandra Walker
Title: Attorney-In-Fact

In anticipation of the completion of formation of P.T. RTZ-CRA Indonesia under the laws of the Republic of Indonesia, this Agreement is also executed by RTZ Jersey Investments One Limited and RTZ Jersey Nominees Limited, jointly and severally, the founding shareholders.

RTZ JERSEY INVESTMENTS ONE LIMITED

By:  /s/ Sandra Walker
     ________________________________
Name: Sandra Walker
Title: Attorney-In-Fact

RTZ JERSEY NOMINEES LIMITED

By:  /s/ Sandra Walker
     ________________________________
Name: Sandra Walker
Title: Attorney-In-Fact

SCHEDULE 1
Privatisation Agreements

1. Joint Venture Agreement dated as of March 11, 1993 between P.T. ALatieF Nusakarya Corporation ("ANC") and PT-FI (the "ALatief J.V. Agreement").

The ALatief J.V. Agreement provides for the sale and purchase of US$270 million of infrastructure assets consisting primarily of warehouses, a hotel, housing (single and multi-family and dormitories), and food service, medical, retail and recreational facilities.

Master Services Agreement, dated December 15, 1993 between Alatief Freeport Infrastructure Corporation ("AFIC") and PT-FI regarding the operation and management of certain non-mining infrastructure assets for the benefit of PT-FI, as amended April 15, 1994 and April 19, 1994.

Master Services Agreement, dated August 11, 1994, between AFIC and PT-FI regarding the operation and management of certain non- mining infrastructure assets for the benefit of PT-FI.

Master Services Agreement, dated August 11, 1994 between Alatief Freeport Hotel Corporation ("AFHC") and PT-FI regarding the provision of hotel management services for the Sheraton Inn at Timika.

Management Contract, dated October 28, 1993 between PT-FI and Indo- Pacific Sheraton Limited regarding the management of the Sheraton Inn at Timika which was assigned by Indo-Pacific Sheraton Limited to Sheraton Overseas Management Corporation on October 28, 1993. By Assignment, dated August 11, 1994 PT-FI assigned its rights and obligations under such Contract and other hotel privatisation agreements to AFHC.

As of February 1996, transactions involving the sale of approximately US$198 million of infrastructure assets have been closed with P.T. ALatief Freeport Infrastructure Company ("AFIC") purchasing approximately US$156 million and P.T. ALatief Freeport Hotel Company ("AFHC") purchasing US$42 million. AFIC and AFHC are each owned 2/3rds by ANC and 1/3rd by PT-FI.

ANC and PT-FI are currently discussing amending the ALatief J.V.
Agreement to add additional infrastructure assets, thereby increasing the total amount of the infrastructure sales provided for in the ALatief J.V. Agreement to approximately US$350-450 million, and to restructure financing for the transaction on more favourable terms.

2. Asset Purchase Agreement dated as of December 26, 1994 between P.T. Puncakjaya Power ("PTPJP") and PT-FI (the "Asset Purchase Agreement").

The Asset Purchase Agreement provides for the sale and purchase of US$215 million of infrastructure assets consisting primarily of electric power generation and transmission facilities. The final closing under the Asset Purchase Agreement occurred in December 1995.

Power Sales Agreement, dated as of December 27, 1994 between P.T.
Puncakjaya Power ("Seller") and P.T. Freeport Indonesia Company ("Buyer") providing for Seller to make available, sell and deliver to Buyer and to certain designees of Buyer, and for Buyer to purchase from Seller, certain electric capacity and electricity.

Operation, Maintenance and Management Agreement, dated and effective as of January 30, 1995, between P.T. Puncakjaya Power ("Owner") and P.T. Nusantara Power Services ("Operator") providing for Operator to furnish certain services to Owner on a cost reimburable basis for the operation, maintenance and management of the Mill Site Facility, the Timika Facility, the New Town Facility, the Milepost 38/39 Facility and the Port Site Facility.

3. Purchase and Sale Agreement dated as of March 22, 1995 between ANC, P&O Singapore Pte. Ltd., P.T. ALatief P&O Port Development Company and PT-FI (the "Purchase and Sale Agreement").

Master Services Agreement, dated March 22, 1995 between P.T. Alatief P & O Port Development Company ("PTAPPDC") and PT-FI regarding the operation and management of the port, marine and logistics assets by PTAPPDC for the benefit of PT-FI.

The Purchase and Sale Agreement provides for the purchase and sale of US$100 million of infrastructure assets consisting primarily of tugboats, motorised barges, wharfs and warehouses, cranes and other cargo handling equipment, concentrate drying equipment, heavy trucks and maintenance facilities. This transaction was closed on March 22, 1995.

4. Joint Venture Agreement dated as of March 18, 1994 among P.T.
Airfast Indonesia, P.T. Giga Haksa and PT-FI (the "Aviation J.V. Agreement").

The Aviation J.V. Agreement provides for the sale and purchase of approximately US$48 million of infrastructure assets consisting primarily of aircraft and helicopters, spare parts and aviation support facilities. This transaction was closed in 1995.

5. PT-FI is currently negotiating with an Indonesian company concerning the sale and purchase of infrastructure assets constituting essentially all of PT-FI's potable water treatment and distribution facilities and sewerage treatment and collection facilities. PT-FI expects to enter into agreements resulting in the closing of a sale of such assets in 1996 or 1997.

6. PT-FI is currently negotiating with an Indonesian company concerning the sale and purchase of infrastructure assets constituting essentially all of PT-FI's solid waste treatment, storage and disposal facilities. PT-FI expects to enter into agreements resulting in the closing of a sale of such assets in 1996 or 1997.

7. PT-FI is currently negotiating with certain Indonesian companies concerning the sale and purchase of infrastructure assets constituting a steel fabrication shop and industrial gases plant. PT-FI expects to enter into agreements resulting in the closing of a sale of such assets in 1996 or 1997.

8. PT-FI has formed a service company named P.T. Mining Services International Company ("MSIC"). It is expected that in 1996 MSIC will enter into agreements for the provision of certain mining related services to PT-FI, PT-IRJA, other related companies, and potentially third parties. It is not anticipated that any significant amount of assets will be transferred to the MSIC, although PT-FI personnel may be transferred to MSIC.

9. PT-FI is currently negotiating with an Indonesian company concerning the sale and purchase of its existing and proposed new beef production and processing facilities and its proposed new poultry and egg production and processing facilities. PT-FI expects to enter into agreements resulting in the closing of a sale of such assets in 1996 or 1997.

10. PT-FI is currently negotiating with various persons concerning the sale and purchase of its existing and proposed single and multi-family housing facilities and certain existing and proposed retail and commercial facilities located at Kuala Kencana. PT-FI expects to enter into a series of agreements resulting in the closing of sales of such assets in 1996 through 2000.

SCHEDULE 2
Deed of Assignment of Interest in COW

ASSIGNMENT OF INTEREST

THIS AGREEMENT is made the 11th day of October, 1996 between P.T. Freeport Indonesia Company, a corporation organised and existing under the laws of Indonesia (hereinafter referred to as the "Assignor") and P.T. RTZ-CRA INDONESIA, a company in formation under the laws of the Republic of Indonesia (hereinafter referred to as the "Assignee").

WHEREAS, the Assignor has a 100% undivided ownership interest in and to the Contract of Work made 30 December 1991 between the Minister of Mines and Energy of the Republic of Indonesia, acting for and on behalf of the Government of the Republic of Indonesia, and the Assignor (hereinafter referred to as the "Contract of Work");

AND WHEREAS, under the terms of the Contract of Work the Assignor is now conducting certain development, mining and processing activities in the Contract Area Block A (as defined in the Contract of Work) and is implementing a plan for expansion of the capacity of its facilities for treatment of ore mined from Contract Area Block A to a design rate of 118,000 metric tonnes per day (hereinafter, together with all assets and rights reserved to PT-FI pursuant to the terms of the Participation Agreement (including Clause 7.5.1.3 thereof), referred to as the "Existing Project");

AND WHEREAS under the terms of a Participation Agreement made October 11, 1996, between the Assignor and the Assignee (hereinafter called the "Participation Agreement") the Assignee is entitled at this time to an assignment of a 40% undivided ownership interest in and to the Contract of Work excluding the Existing Project, subject to adjustment from time to time as set out in the Participation Agreement.

NOW, THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements herein contained and subject to the terms and conditions hereinafter set out, the Parties hereto agree as follows:

1. The Assignor does hereby assign, set over, transfer and convey unto the Assignee a 40% undivided ownership interest in and to the Contract of Work and all benefit and advantage derived or to be derived therefrom (excluding the Existing Project), subject to adjustment from time to time, as set out in the Participation Agreement (hereinafter called the "Assigned Interest"), to have and to hold the same unto the Assignee on the terms, conditions and obligations contained in the Contract of Work insofar as they relate to the Assigned Interest. This Assignment is subject to all terms and conditions of the Participation Agreement.

2. The Assignee hereby accepts the assignment of the Assigned Interest and covenants and agrees that it shall, at all times hereafter be bound by, observe and perform all of the provisions of the Contract of Work to be observed and performed by the Assignor, insofar as they relate to the Assigned Interest, to the same extent as if the Assignee had been a party thereto in the place and stead of the Assignor in respect of the Assigned Interest.

3. The Assignor shall remain responsible to the Government of the Republic of Indonesia for the conduct of all operations under the Contract of Work and for all communications with the Government of the Republic of Indonesia under the Contract of Work on behalf of itself and the Assignee.

4. The undivided ownership interest in and to the Contract of Work as at the Effective Date after giving effect to the assignment of the Assigned Interest and subject to the rights and obligations of the parties in relation to the Existing Project as set out in the Participation Agreement shall be as follows:

(i) P.T. Freeport Indonesia Company 60%

(ii) P.T. RTZ-CRA Indonesia 40%

5. Each of the Assignor and the Assignee covenants and agrees with the other of them that at the request of the other it will execute such further assurances and do all such further acts as may reasonably required for the purpose of vesting the Assigned Interest in the Assignee.

6. The address of the Assignee for notices shall be:

14th floor, World Trade Centre
Jalan Jend. Sudirman Kav. 29-31 Jakarta 12920
Indonesia

7. This Assignment shall enure to the benefit of and be binding on the Parties hereto and their respective successors and assigns.

(Signature page follows)

IN WITNESS WHEREOF the authorised representatives of the parties hereto have signed this Agreement as of the date first above written.

P.T. FREEPORT INDONESIA COMPANY

P.T. RTZ-CRA INDONESIA

By: _____________________________
Name: Michael A. Noakes
Title: President Director

In anticipation of the completion of formation of P.T. RTZ-CRA Indonesia under the laws of the Republic of Indonesia, this assignment is also executed by RTZ Jersey Investments One Limited and RTZ Jersey Nominees Limited, jointly and severally, the founding shareholders.

RTZ JERSEY INVESTMENTS ONE LIMITED

By: ________________________________
Name:
Title:

RTZ JERSEY NOMINEES LIMITED

By: ________________________________
Name:
Title:

SCHEDULE 3
Exceptions to Representations and Warranties

A. PT-FI 4.2.3

1. Tom Beanal v. Freeport-McMoRan Inc. and Freeport-McMoRan Copper & Gold Inc., Civ. No. 96-1474 (E.D. La. filed Apr. 29, 1996) and Yosefa Alomang v. Freeport-McMoRan Inc. and Freeport- McMoRan Copper & Gold Inc., Civ. No. 96-9962 (Orleans Civ. Dist. Ct. La. filed June 19, 1996) and Civ. No. 96-2139 (E.D. La. removed June 24, 1996).

In both actions, the plaintiffs allege substantially identical environmental, human rights and social/cultural violations in Indonesia. Tom Beanal seeks $6 billion in monetary damages and other equitable relief and Yosefa Alomang seeks unspecified monetary damages and other equitable relief. FCX denies the allegations, which have been refuted by a series of independent examinations of the Indonesian mining operations of PT-FI. FCX believes that the actions are baseless and will vigorously defend such actions.

4.2.9 and 4.2.10

1. Assignment of the Contract of Work pursuant to the Trust Agreement dated as of May 15, 1970, as amended and restated, between PT-FI and First Trust, National Association (successor to Morgan Guaranty Trust Company of New York).

2. Assignment to Privatisation counterparties specified in Schedule 1 of rights to use, occupy and construct facilities on certain parcels of land on which infrastructure assets are situated which have been sold by PT-FI to such entities, and rights to pass over other land as reasonably necessary to gain ingress and egress to such parcels.

B. PT-RTZ

4.1.1, 4.1.2 and 4.1.3

1. Qualified, in the case of PT-RTZ, as to its status as being in formation.

 Year        Cu (mil.    Au (000 oz.)  Ag (000 oz.)
               lbs)
 1995         1,029         1,318         2,872
 1996         1,085         1,379         2,828
 1997         1,140         1,791         2,969
 1998         1,033         1,365         3,275
 1999         1,165         1,503         3,822
 2000         1,069         1,262         4,103
 2001         1,132         1,397         3,943
 2002         1,090         1,375         3,795
 2003         1,082         1,610         4,045
 2004         1,052         1,657         3,703
 2005         1,082         1,695         3,730
 2006         1,099         1,653         3,934
 2007         1,099         1,631         4,045
 2008         1,110         1,614         4,158
 2009         1,107         1,589         4,203
 2010         1,099         1,567         4,296
 2011         1,049         1,269         4,138
 2012         1,035         1,283         4,010
 2013         1,066         1,471         4,268
 2014         1,066         1,461         4,277
 2015         1,057         1,493         4,156
 2016         1,044         1,529         3,768
 2017         1,008         1,589         3,359
 2018         1,008         1,589         3,359
 2019         1,024         1,589         3,396
 2020         1,027         1,593         3,405
 2021           219           344           716
TOTAL        28,076        39,616        98,573

1.1        Definitions  Applicable  to Contract Area Block A and
    Contract Area Block B

    A.                 "AFE"   means   an    authorisation   for
           expenditures  in  relation  to a capital  expenditure
           project.

    B.                 "Capital  Costs" means  all  expenditures
           incurred in connection with or allocable to a capital
           project  including fully  loaded  labour,  materials,
           equipment   and   contractors'   costs,  engineering,
           procurement,  including freight costs  and  handling,
           construction and  management costs, allocated owners'
           cost, infrastructure  and  logistic  support, support
           costs, Taxes other than those imposed  on  net income
           of   the  Participants,  general  and  administrative
           costs,  land  acquisition  and  preparation costs (if
           any), legal and regulatory costs,  pre-stripping  and

pre-production costs, initial fill, spares and consumables, capitalised finance costs, and any associated working capital, but excluding depreciation, non-cash charges, interest (other than capitalised finance costs), payments in the nature of principal and interest under Privatisation Agreements, and accounting provisions and reserves.

Capital Costs shall not include any Exploration Costs.

C. "Chargeable Operations" means operations, including support activities, related to Mining and Processing of Minerals and marketing and delivery of Products produced from the Contract Area and excluding (i) any operations or activities of PT-FI not related to or associated with the Contract Area and (ii) any operations or activities of parties subject to the Privatisation Agreements to the extent that they are operations or activities of third parties unconnected with Enterprise Operations.

D. "Close-down Costs" means all costs incurred in or allocable to Close-down, including without limitation, rehabilitation of the environment, the removal of buildings, equipment, infrastructure and other tangible property, costs incurred in terminating equipment, supply, service and employment contracts, and costs incurred in terminating and surrendering the COW. Close-down Costs shall include all such costs incurred within the period ten Years prior to the Anticipated Close- down Date and prior to such date all such costs shall be treated as Operating Costs.

E. "Development" means all preparation for the removal and recovery of Products, including the construction or installation of a mine or heap leach facilities, ore and waste handling facilities, mining equipment, or any other improvement to be used for Mining, handling, transportation or milling of Minerals or other processing or marketing of Products, including infrastructure and logistic support facilities associated therewith. It is acknowledged that certain expenditures may involve activities that relate to both Exploration and Development. In such cases, the primary purpose of the activity related to such expenditure shall govern its classification as Exploration or Development.

F. "Eastern Minerals COW" means the contract of work dated 15 August 1994 made between the Government and P.T. IRJA Eastern Minerals Corporation with respect to the Contract Area as therein defined.

G. "Exploration" means all activities, excluding Development and Mining, directed towards ascertaining or appraising the existence, location, quantity, quality or commercial value of deposits of Minerals (other than the 10-K Reserves) and the feasibility of Development or Mining in relation to those deposits. It is acknowledged that certain expenditures may involve activities that relate to both Exploration and Development. In such cases, the primary purpose of the activity related to such expenditure shall govern its classification as Exploration or Development.

H. "Exploration Costs" means all labour, supplies, equipment, contract costs and other costs directly attributable or allocable to Exploration including fully loaded labour, logistical support costs, facility and other miscellaneous costs required to support these activities.

I.                 "Operating Costs" means the aggregate of:

       (a)             expenditure,  adjusted for changes in
            inventory, that is either  directly  incurred or
            allocable  to  Chargeable  Operations, including
            but not limited to production,  maintenance  and
            repair costs, logistical support and freight and
            handling   costs,   infrastructure  and  support
            facility costs (including  similar  expenditures
            under  Privatisation  Agreements), Taxes  (other
            than  those  imposed  on  net   income   of  the
            Participants),  and  general  and administrative
            costs of the kind identified in  PT-FI's  annual
            financial  statements  for  the  period ended 31
            December  1994  under  the heading "General  and

Administrative Costs", but excluding depreciation, non-cash charges, interest, payments in the nature of principal and interest under Privatisation Agreements, and accounting provisions and reserves;

(b) Replacement Capital Costs in carrying out Chargeable Operations (including such expenditures under Privatisation Agreements); and

(c) the cash element of specific accounting provisions incurred in the normal course of business in conducting Chargeable Operations.

Exploration Costs, Taxes on net income of the Participants, and financing costs in connection with any financing arrangement entered into separately by a Participant (including without limitation, payments in the nature of principal and interest under Privatisation Agreements undertaken separately) shall not be treated as Operating Costs incurred in carrying out Chargeable Operations. Financing costs (including without limitation, payments in the nature of principal and interest under Privatisation Agreements) in connection with any financing arrangement entered into jointly by the Participants shall be included in Operating Costs.

J. "Replacement Capital Costs" means Capital Costs incurred other than for Expansion, a Greenfield Project or a Sole Risk Venture.

K. "Sales Revenues" means the value of Products sold based on actual prices realised (or which would have been realised but for any hedging and other price protection activities), net of

           smelting  and  refining  charges, royalties and other
           selling expenses.

1.2        Definitions Applicable to Approved Expansion Projects
    Only

    A.                 "Expansion Share  of  Costs"  in any Year
           means  that  proportion  of  the  Operating Costs  in
           respect of Contract Area Block A in  that  Year which
           is  represented by a fraction the numerator of  which
           is the  Incremental  Expansion Revenues for that Year
           and the denominator of  which is Total Sales Revenues
           from Contract Area Block  A  in that Year, and in any
           Year where Incremental Expansion  Revenues  is nil or
           deemed to be nil, "Expansion Share of Costs" shall be
           nil or be deemed to be nil.

                       Operating  Costs and Sales Revenues  from
           Greenfield Projects and  Sole  Risk Ventures shall be
           excluded from this calculation.

    B.                 "Incremental Expansion  Cashflow"  in any
           Year  means  Incremental  Expansion  Revenues in that
           Year less Expansion Share of Costs in that Year.

    C.                 "Incremental Expansion Revenues"  in  any
           Year   means   the   Sales  Revenues  in  respect  of
           Incremental Production  sold  in  that  Year  or part
           thereof  in  which  sales  of  Incremental Production
           occurred, with sales from inventory deemed to be sold
           on  a  first-in, first-out basis,  and  any  negative
           value of "Incremental Expansion Revenues" in any Year
           shall be deemed to be nil with respect to such period
           but shall  be  carried  forward  to  the next Year in
           which there are Incremental Expansion Revenues.

    D.                 "Incremental  Production"  in   any  Year
           means the excess of:

           (i)             the actual production in that Year of
                Products  from  Contract Area Block A, including

actual production resulting from Approved Expansion Projects, but excluding actual production resulting from Greenfield Projects and Sole Risk Ventures; over

(ii) the scheduled production of Products for such Year as shown in the Product Schedule (as such schedule may be adjusted pursuant to Clause 16.4.2 of the Agreement).

Production of Products from Contract Area Block A at any time prior to the Sharing Commencement Date shall not be treated as Incremental Production.

E. "Sharing Commencement Date" means the date following the commissioning of the first Approved Expansion Project on which the first Sales Revenues from such project are accrued.

F. "Total Sales Revenues" in any Year means the Sales Revenues of all Products produced from Contract Area Block A (excluding Greenfield Projects and Sole Risk Ventures) sold in that Year.

2. Memorandum Equity Accounts

A separate Memorandum Equity Account will be established by the Operator for each Participant for each of Contract Area Block A and Contract Area Block B. Each such Memorandum Equity Account shall be credited with such Participant's contribution to Capital Costs (other than Replacement Capital Costs and Capital Costs for Sole Risk Ventures) attributable to such Contract Area Block. The Memorandum Equity Account of each Participant shall be credited with such Participant's contributions to Capital Costs, regardless of how such contributions were financed by a Participant (it being understood that PT-FI will be credited with contributions funded under the RTZ Loan), but such Memorandum Equity Accounts shall not be credited for contributions to Capital Costs financed jointly by the Participants through project financing which encumbers the interests of both Participants. Specifically:

(A)        Approved  Expansion Projects up to $750,000,000.  The
    first $750,000,000  of  Capital  Costs  incurred pursuant to
    AFE's for Approved Expansion Projects shall  be credited 60%
    to  PT-FI's  Memorandum  Equity Account and 40% to  PT-RTZ'S
    Memorandum  Equity  Account,   with   funding   for  PT-FI's
    proportionate  share  of  such  Capital Costs being provided
    pursuant to the RTZ Loan.

(B) Approved Expansion Projects in Excess of $750,000,000. All Capital Costs incurred pursuant to AFE's

         for Approved Expansion  Projects  in  excess of $750,000,000
         shall be credited to the Memorandum Equity  Account  of each
         Participant  in  proportion  to  its  contribution  to  such
         Capital Costs.

3.     Exploration Activities

     3.1        General   Separate  accounts  will  be maintained for
         Exploration Costs incurred in respect of Contract Area Block
         A and Contract Area Block B and in respect of  the  Contract
         Area  as  defined  in  the  Eastern  Minerals  COW ("Eastern
         Area").

     3.2        Joint Operations Exploration Costs  PT-RTZ  will  pay
         all  Exploration  Costs approved by the relevant Exploration
         Committee for Exploration  in  Contract  Area  Block  A  and
         Contract  Area  Block B until the Exploration Obligation has
         been satisfied, including  the  expenditure of not less than
         $40,000,000   in   respect  of  Contract   Area   Block   A.
         Thereafter, the Participants  will pay all Exploration Costs
         in proportion to their respective Participating Interests in
         Contract Area Block A and Contract Area Block B.

     3.3        Exploration  Costs  for  Sole   Risk   Ventures   All
         Exploration  Costs  for  a  Sole Risk Venture in Exploration
         shall be paid by the Participant  undertaking such Sole Risk
         Venture.

     3.4        Statements of Exploration Costs   Monthly  statements
         of Joint Operations Exploration Costs and Sole Risk  Venture
         Exploration  Costs  will  be  prepared  by  the Operator and
         submitted  to  the Exploration Committee or the  Participant
         undertaking the  Sole  Risk Venture, as appropriate, so that
         actual Exploration Costs may be monitored.

     3.5        Payment for Exploration Costs  Exploration Costs will
         be  included in the monthly  cash  calls  made  pursuant  to
         paragraph 10.3 of this Annex.

4. Feasibility Studies

4.1 General Separate accounts will be maintained for each Feasibility Study and will be reported by the Operator to the relevant Exploration Committee or Operating

    Committee,  or to the Participant undertaking  a  Sole  Risk
    Venture, as appropriate.

4.2        Joint  Operations  Feasibility  Studies  Prior to the
    date any AFE is approved as a result of a Feasibility Study,
    the  costs  of  the Feasibility Study shall  be  Exploration
    Costs.  In the event  that an AFE is approved as a result of
    the  Feasibility Study,  then  from  and after the date that
    such AFE is approved, any additional Feasibility Study costs
    shall   be  Capital  Costs  of  the  project   rather   than
    Exploration Costs.

4.3        Sole   Risk  Feasibility  Studies   All  costs  of  a
    Feasibility Study  of  a  Sole Risk Venture shall be paid by
    the Participant undertaking  the Feasibility Study as a Sole
    Risk Venture.  There shall however  be  no  reimbursement to
    the  non-participating  Participant  of previously  incurred
    costs.

4.4        Statements  of  Feasibility  Study   Costs    Monthly
    statements of the costs of each Joint Operations Feasibility
    Study  and  Sole  Risk  Venture  Feasibility  Study  will be
    prepared  by  the  Operator  and  submitted  to the relevant
    Exploration   Committee   or  Operating  Committee  or   the
    Participant   undertaking  the   Sole   Risk   Venture,   as
    appropriate, so  that  actual costs of the Feasibility Study
    may be monitored.

4.5        Payment of Feasibility Study Costs  The costs of each
    Feasibility Study will be  included as Exploration Costs or,
    as appropriate, Capital Costs,  in  the  monthly  cash calls
    made pursuant to paragraph 10.3 of this Annex.

5. Joint Operations in Contract Area Block A

5.1 Pre-Expansion Period "Pre-Expansion Period" means the period commencing on the Effective Date and continuing until the date that the first Approved Expansion Project in Contract Area Block A has been approved by the boards of directors of FCX, PT-FI, and PT-RTZ or, pursuant to Clause 10.3, approved by the board of directors of PT-RTZ.

During the Pre-Expansion Period, all revenues from and all Capital Costs and Operating Costs in respect of Contract Area Block A are attributable 100% to PT-FI except for revenues, Capital Costs and Operating Costs in respect of Joint Operations Greenfield Projects (as to which paragraphs 5.4 and 6 of this Annex shall apply) and Sole Risk Ventures undertaken by PT-RTZ, if any (as to which, subject to any express provision to the contrary in this Annex or the Agreement, PT-RTZ shall be entitled to all revenues attributable).

5.2        Development Period

    5.2.1              "Development  Period"  means  the  period
           commencing  with  the  date  that  the first Approved
           Expansion Project in Contract Area Block  A  has been
           approved by the boards of directors of FCX, PT-FI and
           PT-RTZ  or, pursuant to Clause 10.3, approved by  the
           board of directors of PT-RTZ and continuing until the
           Sharing Commencement Date.

                       During   the   Development   Period,  all
           revenues  from Contract Area Block A are attributable
           100% to PT-FI except for revenues in respect of Joint

Operations Greenfield Projects (as to which paragraphs 5.4 and 6 of this Annex shall apply) and Sole Risk Ventures undertaken by PT-RTZ, if any (as to which, subject to any express provision to the contrary in this Annex or the Agreement, PT-RTZ shall be entitled to all revenues attributable).

During the Development Period, all Capital Costs and all Operating Costs in respect of Contract Area Block A are attributable 100% to PT-FI except for:

(i) all Capital Costs attributable to Approved Expansion Projects, as to which the provisions of 5.2.2 of this Annex shall apply

(ii) all Capital Costs and Operating Costs attributable to or in respect of Joint Operations Greenfield Projects as to which the provisions of paragraphs 5.4 and 6 of this Annex shall apply

(iii) all costs of Sole Risk Ventures undertaken by PT-RTZ, all of which shall, subject to any express provision to the contrary in this Annex or the Agreement, belong to and be borne by PT-RTZ.

5.2.2 Approved Expansion Projects

5.2.2.1 General For each Approved Expansion Project, an AFE will be prepared detailing budgeted expenditures of Capital Costs anticipated to be incurred. Separate accounts will be maintained for each AFE.

5.2.2.2 Allocation of Approved Expansion Project Development Costs

(a)             Approved  Expansion Projects up
     to  $750,000,000   Until   such   time  as
     aggregate   Capital   Costs  for  Approved
     Expansion  Projects  reach   $750,000,000,
     these  Capital Costs will be allocated  to
     and  be  borne   by  the  Participants  in
     proportion     to     their     respective
     Participating Interests  in  Contract Area
     Block A and PT-FI's share will  be  funded
     through the RTZ Loan.

(b)             Approved Expansion Projects  in
     Excess  of $750,000,000  Capital Costs for

Approved Expansion Projects after aggregate Capital Costs for Approved Expansion Projects exceed $750,000,000 will be allocated to and be borne by the Participants in proportion to their respective Participating Interests in Contract Area Block A.

5.2.3 Statements of Approved Expansion Project Development Costs Monthly statements of Approved

           Expansion Project Development  costs will be prepared
           by  the  Operator  and  submitted  to  the  Operating
           Committee  so that actual Development  costs  may  be
           monitored.

    5.2.4              Payment  for  Development  Costs  Payment
           for Development costs will be included in the monthly
           cash  calls made pursuant to paragraph 10.3  of  this
           Annex.

5.3        Production Period

    5.3.1              "Production   Period"  means  the  period
           commencing on the Sharing Commencement  Date  for the
           first   Approved  Expansion  Project  and  continuing
           thereafter  for  so  long  as  Joint  Operations  are
           producing Products from Contract Area Block A.

During the Production Period, the revenues from Contract Area Block A shall be allocated between the Participants as follows:

(a)             until  and including the Cut-off Date
     PT-RTZ shall be entitled  to  such  share  as is
     proportionate  to its Participating Interest  in
     Contract  Area  Block   A   of  all  Incremental
     Expansion  Revenues and of revenues  related  to
     Joint Operations Greenfield Projects as provided
     in paragraphs 5.4 and 6 of this Annex

(b)             after  the Cut-off Date, PT-RTZ shall
     be entitled to such share as is proportionate to
     its  Participating  Interest  in  Contract  Area
     Block  A  of  all revenues  derived  from  Joint
     Operations in Contract Area Block A

(c)             PT-RTZ   shall  be  entitled  to  all
     revenues  attributable  to  Sole  Risk  Ventures
     undertaken by PT-RTZ

(d)             PT-FI  shall  be entitled, as between
     the Participants, to all revenues  from Contract
     Area Block A other than those allocated  to  PT-
     RTZ  pursuant to sub-paragraphs (a), (b) and (c)
     above.

            During  the  Production Period, the costs

of or attributable to Contract Area Block A (other than Exploration Costs as to which paragraph 3 shall apply) shall be allocated to and borne by the Participants as between themselves as follows:

(i) until and including the Cut-off Date, PT-RTZ shall be obliged to contribute such share of the following costs as is proportionate to its Participating Interest in Contract Area Block A:

(A) Expansion Share of Costs

(B) Capital Costs of Approved Expansion Projects only

(C) Joint Operations Greenfield Projects

(ii) after the Cut-off Date, PT-RTZ shall be obliged to contribute such share of Operating Costs and of Capital Costs of Joint Operations in Contract Area Block A other than Sole Risk Ventures as is proportionate to its Participating Interest in Contract Area Block A

(iii) the costs of or attributable to each Sole Risk Venture in Contract Area Block A undertaken by PT-RTZ shall be allocated to and borne by PT-RTZ

(iv) all costs of or attributable to operations in Contract Area Block A other than those allocated to and borne by PT-RTZ pursuant to sub-paragraphs (i), (ii) or (iii) above shall, as between the Participants, be allocated to and borne by PT-FI.

5.3.2 General Each month during the Production Period prior to the Cut-off Date, Incremental Expansion Cashflow shall be computed by the Operator and distributed to the Participants in proportion to their Participating Interests in Contract Area Block A; provided however, PT-FI shall assign to RTZ Lender all of its interest in such distributions of Incremental Expansion Cashflow pursuant to the RTZ Loan Agreement until such RTZ Loan has been repaid (including, for the avoidance of doubt, all interest under the RTZ Loan Agreement). Each month during the Production Period from and after the Cut-off Date, all revenues and costs in respect of Joint Operations in Contract Area Block A shall be considered in determining the amount to be distributed to the Participants in proportion to their Participating Interests in Contract Area Block A.

(a) Incremental Expansion Revenue Each month during the Production Period, Incremental Expansion Revenue will be computed by the Operator and included in the computation of Incremental Expansion Cashflow for such month.

(b) Expansion Share of Costs Each month during the Production Period, Expansion Share of Costs will be computed by the Operator and included in the computation of Incremental

     Expansion Cashflow for such month.

(c)             Incremental  Expansion Cashflow  Each
     month during the Production  Period, Incremental
     Expansion  Cashflow  will  be  computed  by  the
     Operator and distributed to the Participants or,
     in the case of PT-FI, its assignee  for the time
     being, in the proportions attributable  to  each
     not  later  than the 20th business day after the
     end of the month.   The  amount distributed will
     be  based  on the best estimate  of  Incremental
     Expansion Revenue  less Expansion Share of Costs
     for such month.

(d)             Statements  of  Incremental Expansion
     Cashflow  Monthly statements will be prepared by
     the Operator showing details  of the Incremental
     Expansion Cashflow computation.   A  copy of the
     statements    will   be   distributed   to   the
     Participants not  later  than  the 20th business
     day after the end of the month.

(e)             Adjustment   Any adjustment  that  is
     determined to be required  at  any time shall be
     included in the next monthly statement.

(f)             Annual Adjustment  Not  later than 45
     business days after the end of each  Year during
     the  Production  Period,  a  statement  of   the
     previous  Year's  Incremental Expansion Cashflow
     shall   be   prepared  by   the   Operator   and
     distributed.  If the annual settlement statement
     indicates   an   overpayment    of   Incremental
     Expansion Cashflow, each Participant  shall  pay
     the  Operator  its  share  of  such  overpayment
     within   30   business   days.   If  the  annual
     settlement statement indicates  an  underpayment
     of Incremental Expansion Cashflow, the  Operator
     shall pay to each Participant its share of  such
     underpayment within 30 business days.

5.4 Joint Operations Greenfield Projects in Contract Area Block A Joint Operations Greenfield Projects in Contract Area Block A will be accounted for in a manner comparable to that provided in paragraph 6 of this Annex in respect of Joint Operations in Contract Area Block B. All costs, including allocable costs, of and revenue related to Greenfield Projects in Contract Area Block A will be excluded from costs of and revenues derived from other operations in Contract Area Block A.

6. Joint Operations in Contract Area Block B

6.1 Development Phase "Development Phase" means the period commencing with the date on which the first Joint Operations Greenfield Project in Contract Area Block B has been approved by the boards of directors of PT-FI and PT-RTZ and continuing until the date following commissioning of such project on which the first Sales Revenues from such project are accrued.

6.1.1 General For each Joint Operations Development project, an AFE will be prepared by the Operator detailing budgeted expenditures of Capital Costs anticipated to be incurred. Separate accounts will be maintained for each AFE.

6.1.2 Allocation of Joint Operations Development Costs All Capital Costs incurred in Joint Operations in Contract Area Block B will be allocated to and borne by the Participants in proportion to their respective Participating

           Interests in Contract  Area  Block  B and included in
           monthly cash calls made pursuant to paragraph 10.3 of
           this Annex.

    6.1.3              Statements of Development  Costs  Monthly
           statements  will be prepared by the Operator  showing
           details of Joint Operations Development costs.  These
           statements  will   be   submitted  to  the  Operating
           Committee not later than  the 20th business day after
           the end of the month so that  actual Joint Operations
           Development costs may be monitored.

    6.1.4              Payment  for Development  Costs   Payment
           for Development costs will be included in the monthly
           cash calls made pursuant  to  paragraph  10.3 of this
           Annex.

6.2        Production Phase  "Production Phase" means the period

commencing on the date following commissioning of the first Joint Operations Greenfield Project on which the first Sales Revenues from such project are accrued and continuing for so long as Joint Operations are producing Products from Contract Area Block B.

         6.2.1              General  During the Production Phase, all
                revenues  and costs in respect of Joint Operations in
                Contract Area  Block  B  shall be allocated to and be
                borne  by the Participants  in  proportion  to  their
                Participating  Interests  in  Contract  Area Block B.
                All revenues and costs in respect of Joint Operations
                in  Contract  Area  Block  B  shall be considered  in
                determining  the  amount  to  be distributed  to  the
                Participants   in  proportion  to  their   respective
                Participating Interests in Contract Area Block B.

                (a)             Revenue    Each   month   during  the
                     Production Phase, the revenues that result  from
                     Joint  Operations  in Contract Area Block B will
                     be computed by the Operator  and included in the
                     computation of cashflow from Joint Operations in
                     Contract Area Block B for such month.

                (b)             Operating  Costs  Each  month  during
                     the Production Phase, the  Operating  Costs that
                     result  from  Joint Operations in Contract  Area
                     Block B will be  computed  by  the  Operator and
                     included  in  the  computation of cashflow  from
                     Joint Operations in  Contract  Area  Block B for
                     such month.

                (c)             Cashflow    Each  month  during   the
                     Production Phase, the cashflow  will be computed
                     by  the Operator by subtracting Operating  Costs
                     that  result  from  Joint Operations in Contract
                     Area  Block  B from revenues  that  result  from
                     Joint Operations  in  Contract  Area Block B and
                     the  net  amount  of  this calculation  will  be
                     distributed   to   the   Participants   in   the
                     proportions to which they are entitled not later
                     than the 20th business day  after the end of the
                     month.  The amount distributed  will be based on
                     the  best  estimate  of  revenues and  Operating
                     Costs from Contract Area Block B for such month.

                (d)             Statements   of   Cashflow    Monthly
                     statements  will  be  prepared by  the  Operator
                     showing details of the  cashflow computation and
                     delivered to the Participants not later than the
                     20th business day after the end of the month.

                (e)             Adjustment  Any  adjustment  that  is
                     determined  to  be required at any time shall be
                     included in the next monthly statement.

                (f)             Annual  Adjustment  Not later than 45
                     business days after  the end of each Year during
                     the  Production  Phase,   a   statement  of  the
                     previous Year's cashflow shall  be  prepared  by
                     the  Operator  and  distributed.   If the annual
                     settlement statement indicates an overpayment of
                     cashflow,   each   Participant  shall  pay   the
                     Operator its share of such overpayment within 30
                     business   days.   If  the   annual   settlement
                     statement indicates an underpayment of cashflow,
                     the Operator  shall  pay to each Participant its
                     share of such underpayment  within  30  business
                     days.

7.     Accounting for Sole Risk Ventures

     7.1        Conduct  of Operations  Upon the establishment  of  a
         Sole Risk Venture,  the  Operator, as determined pursuant to
         the Agreement, or some other  entity selected as operator of
         the Sole Risk Venture in accordance with the Agreement (also
         in  this  Annex  referred  to  as  the  Operator),  will  be
         responsible  for  the  conduct  of  the operations  of  such
         venture, including its accounting requirements,  and will be
         paid  a  reasonable  fee for such services by the applicable
         Participant.

     7.2        Determination  of   Costs   and   Revenues   Separate
         accounts will be maintained for each Sole Risk Venture.  All
         costs, including allocable costs, of and revenue  related to
         Sole  Risk Ventures will be excluded from the costs  of  and
         revenues derived from Enterprise Operations.

     7.3        Use of PT-FI Available Assets  To the extent that the
         Sole Risk  Venture  requires  the  use  of  PT-FI  Available
         Assets, PT-FI support services or Joint Account Assets,  and
         the  use  of  these  assets  and  support  services does not
         prejudice   then   or   later   the  conduct  of  Enterprise
         Operations, each of PT-FI and PT-RTZ  (as  appropriate) will
         make available and charge to the Sole Risk Venture  the full
         direct  and allocable costs, including financing and capital
         costs, under  Privatisation  Agreements,  of  providing such
         assets and services.

     7.4        Sole  Risk  Venture Revenues and Costs  All  revenues
         and  costs  derived from  any  Sole  Risk  Venture  will  be
         directly attributed  by  the  Operator  to  the  Participant
         undertaking  the  Sole  Risk  Venture.   The  net amount  of
         revenues  less  costs  will be included in the monthly  cash

call made pursuant to paragraph 10.3 of this Annex for settlement (in the case of a negative amount) or distribution (in the case of a positive amount) to the Participant undertaking the Sole Risk Venture as appropriate.

7.5 Sole Risk Venture Reports The Operator will summarise each month all costs, including charges associated with the use of PT-FI Available Assets and support services, and revenues derived from the Sole Risk Venture during that month and deliver this report to the Participant undertaking the Sole Risk Venture not later than the 20th business day after the end of the month.

7.6 Programmes and Budgets Programme and Budgets for Sole Risk Ventures shall be approved and administered in a manner comparable to that provided in paragraph 10.1 of this Annex.

7.7 Co-operation Each Participant shall provide in a timely manner to the Operator all information that is within such Participant's knowledge, possession or control which the Operator may require in order to perform its accounting responsibilities for Sole Risk Ventures.

If the Operator is not PT-FI, the Operator shall provide in a timely manner to PT-FI all information that is within such Operator's knowledge, possession or control which PT-FI may require in connection with fulfilling its obligations under the COW.

8. Accounting for Hedging Activities

The revenues allocated to the Participants shall be adjusted to allocate to the authorising Participant the costs and benefits of any hedging and other price protection activities authorised by either Participant pursuant to Clause 9.2.6 of the Agreement.

Prior to entering into any hedging or other price protection activities authorised in writing by any Participant, the Participant authorising such activities shall make appropriate arrangements, satisfactory to the Operator, whereby the Operator is protected from and assured that it will never be required to use its own funds in connection with the placing or maintaining of any such hedging or other price protection activities.

9.     Accounting Records, Inspection of Books

     9.1        Required Records & Accounts

         (A)                The Operator shall keep comprehensive and
                accurate  records  and  accounts  of  all Exploration

Costs, Operating Costs, costs in respect of Feasibility Studies, and costs in respect of Development which are capable of separate identification, with respect to:

(i) Approved Expansion Projects,

(ii) Joint Operations with respect to Contract Area Block A,

(iii) Joint Operations Greenfield Projects with respect to Contract Area Block A,

(iv) Joint Operations with respect to Contract Area Block B,

(v) Sole Risk Ventures,

(vi) Chargeable Operations and any other operations within the Contract Area any part of the costs of which are borne by either

           Participant.

                   The costs of support  and  infrastructure
       facilities and activities shall be allocated  to  the
       activities for which they are utilised.  The costs of
       support  and infrastructure facilities and activities
       which are  located  in  one  Contract Area Block, but
       utilised  in support of activities  in  one  or  more
       Contract  Area  Block,  shall  be  allocated  to  the
       activities  in the Contract Area Blocks in accordance
       with actual utilisation.

(B)                The  records  and  accounts in respect of
       activities in Contract Area Block  A shall be capable
       of  identifying  Incremental  Expansion  Revenue  and
       other   revenues,   those   attributable   to   Joint
       Operations other than Approved Expansion Projects and
       those  attributable  to  all  other   activities   in
       Contract  Area Block A, and costs attributable to the
       activities, sub-divided as above.

                   The  records  and  accounts in respect of
       activities  in  Contract  Area  Block  B  shall  show
       separately the costs and revenues of each project.

                   Activity  attributable   to   Sole   Risk
       Ventures  by  either  Participant within the Contract
       Area shall likewise be separately identifiable within
       the records and accounts.

                   The records  and  accounts  in respect of
       Greenfield   Projects  in  Contract  Area  Block   A,
       activities in  Contract  Area  Block  B and Sole Risk
       Ventures  will  separately identify direct  costs  of
       these  projects  from   costs   otherwise   allocated
       thereto.

(C)                All  records  and  accounts  referred  to
       above shall be prepared and maintained in  accordance
       with generally accepted accounting principles  in the
       United States.

                   Accordingly,   revenues   recognised  and
       costs incurred shall include, in the normal course of
       business,  accruals  to  appropriately  reflect   the
       operations  of  the business conducted during a given
       month or year.

                   All accounting  terms  used in this Annex

will, except to the extent otherwise expressly provided for, be determined in accordance with generally accepted accounting principles in the United States.

(D) Subject to compliance with the express provisions of this Annex, the Operator's basic

           accounting systems and accounting practices, policies
           and procedures will apply.

    (E)                All  such  records  and accounts shall be
           retained for a period of 10 years  or as required for
           compliance with tax or other regulatory  requirements
           or as otherwise agreed to by the Participants.

9.2        Audits

    (A)                The   Operator   shall  order  an  annual
           examination of the accounting  and  financial records
           kept by it in respect of activities in  the  Contract
           Area for each Year.

    (B)                The  audits shall be conducted by a  firm
           of accountants of  international standing selected by
           the Operator and approved  by the Operating Committee
           and such accountants shall provide certification that
           the   records   and  accounts  have   been   properly
           maintained in accordance  with the provisions of this
           Agreement and that the revenues  and  costs have been
           properly calculated and allocated to the Participants
           in accordance with the provisions of this  Annex  and
           the Agreement.

9.3        Right of Participants to Inspect Records

           Without  prejudice  to  any  other  provision of this

Annex or the Agreement, and subject in any case to Clause 16.9 of the Agreement, representatives of each Participant (including for this purpose its accountants or another appointed firm of accountants and the Secured Creditors (as defined in the Trust Agreement)) shall be entitled upon reasonable prior notice at all reasonable times during normal working hours to inspect and obtain copies of all documents, records and accounts under the control of the Operator relating to Enterprise Operations or the Participation provided always that the frequency and duration of inspections shall be without undue hindrance to the proper conduct of Enterprise Operations or the activities of the Operator. Without prejudice to the above, but subject to the proviso, the Operator shall also give to the Participants and their accountants during normal working hours such access to the Operator's books and records and such explanation of the same as the Participants or their accountants may reasonably require in order to verify the revenues from Sole Risk Ventures undertaken by such Participants, Contract Area Block B, Incremental Expansion Cashflow, Joint Operations Greenfield Projects in Contract Area Block A and, after the Cut-off Date, revenues from Joint Operations in the Contract Area and costs attributable to the same.

9.4        Right of Participants to Conduct Audit

    (A)                Without  prejudice to any other provision
           of this Annex or the Agreement,  and  subject  in any
           case to Clause 16.9 of the Agreement, representatives
           of  each Participant (including for this purpose  its
           accountants  or another appointed firm of accountants
           and the Secured  Creditors  (as  defined in the Trust
           Agreement)) will be entitled, upon  reasonable notice
           and  at  its  own  cost, to conduct an audit  of  the
           accounting and financial  records  of  operations  to
           which these Financial and Accounting Procedures apply
           for  any Year, provided, however, that any such audit
           shall  be  conducted within eighteen months after the
           end of the Year  to  which the audit pertains and any
           claim for an adjustment  must  be made within thirty-
           six months after the end of the  Year  to  which such
           adjustment pertains.

    (B)                Should such audit reveal an alleged error
           in  the  statement  of  revenues and costs or in  the
           calculation of the revenues  and  costs  allocated to
           each  Participant, notice of the alleged error  shall

be given promptly to each Participant and the Participants shall thereupon use all reasonable endeavours to reconcile any differences.

(C) Should the Participants be unable to reconcile the differences to their mutual satisfaction within a period of 60 days following the notice referred to above, the dispute shall be referred to an independent firm of accountants of international standing appointed by agreement between the Participants or in default of such agreement within a period of 30 days following the expiry of the period of 60 days referred to above, by the President for the time being of the American Institute of Certified Public Accountants on the application of either of the Participants.

(D) Such independent firm of accountants shall act as an expert and not as an arbitrator and it shall be directed to find for one Participant or the other. Its costs shall be borne by the

       Participant  losing  the  issue  in  question and its
       determination  shall  be final and binding  upon  the
       Participants and the Operator.

(E)                If it is agreed  between the Participants
       or determined by the expert that  an  error  has been
       made  to  the  calculation  of the revenues and costs

from operations to which these Financial and Accounting Procedures apply, such payments or reimbursements as shall be appropriate to correct such error shall be made by the Participants and the Operator shall make any and all necessary entries and corrections to the relevant Memorandum Equity Accounts of each Participant.

9.5        Fair clause

           The Participants agree that if any of the methods for
    determining charges and  credits  applicable  to  operations
    under  the  Agreement  set  out above prove to be unfair  or
    inequitable to either party,  the  Participants will in good
    faith endeavour to agree on changes deemed necessary.

10. Other Financial and Accounting Matters

10.1 Programmes and Budgets

10.1.1 Joint Operations Pursuant to Programmes and Budgets Joint Operations shall be conducted, expenses shall be incurred and Joint Account Assets shall be acquired only pursuant to Approved Programmes and Budgets.

10.1.2             Preparation  of  Programmes  and  Budgets
       The Operator shall, not less than  one month prior to
       the  Annual  Budget  Meeting  (which  shall  be  held
       annually in December as provided in Clause 8.6 of the

Agreement), prepare and submit to the relevant Committee for recommendation to the boards of directors of the Participants for the next ensuing Budgetary Period separate proposed Programmes and Budgets for Exploration and for Development and Mining. Any Programme which includes the undertaking of an Approved Expansion Project (or the relevant part of it) shall be based upon the programme for implementation thereof contained in the Feasibility Study relating thereto.

Each Programme and/or Budget, as proposed and approved, shall contain, as appropriate, a breakdown on a quarterly basis of the following:

(a)             a reasonably detailed  description of
     the  Joint  Operations  to  be  undertaken  with
     respect  to each of Contract Area  Block  A  and
     Contract Area Block B;

(b)             an  itemised  estimate of the Capital
     Costs  and  Operating  Costs   to  be  incurred,
     distinguishing between Replacement Capital Costs
     and  new  Capital Costs and between  Exploration
     and Development  and Mining and between Contract
     Area Block A and Contract Area Block B;

(c)             itemised   schedules   of   estimated
     production of Products;

(d)             itemised estimates of revenues;

(e)             estimates  of the amounts and  timing
     of   expected   cash   requirements   from   the
     Participants; and

(f)             such other items  as the Operator may
     deem  necessary  or  desirable  or   as   either
     Participant may reasonably require.

10.1.3 Review and Approval of Proposed Programmes and Budgets

(a) At the Annual Budget Meeting, the relevant Exploration Committee or Operating Committee shall review the Operator's proposed Programme and Budget and either submit it unchanged to the boards of directors of PT-FI and PT-RTZ for their approval or instruct the Operator to make specified revisions and submit the revised proposal to such boards for their approval.

(b) Revisions, modifications and amendments to Programmes and Budgets may be initiated by the Operator, the relevant

            Exploration or Operating Committee or  the board
            of  directors of PT-FI or PT-RTZ, provided  that
            no material  revision, modification or amendment
            shall be made  without the approval of both such
            boards of directors.

       (c)             Any  Programme  and  Budget,  or  any
            revision  modification  and  amendment  thereto,
            shall be deemed  to  be approved by any board of
            directors  which does not,  within  thirty  days
            after receipt,  disapprove  the  same and notify
            the   other  board  of  directors  and  relevant
            Exploration   or   Operating  Committee  of  its
            disapproval (including  explanation  thereof  in
            reasonable detail).

       (d)             Except  as otherwise specified in the
            Agreement or this Annex,  unbudgeted  AFEs,  and
            budgeted  AFEs  in  excess of amounts fixed from
            time  to  time  by the relevant  Exploration  or
            Operating Committee,  shall  be submitted by the
            Operator  and  subject to the approval  by  such
            Committee, provided  that  any  AFE  which is in
            excess of amounts fixed from time to time by the
            boards of directors of PT-FI and PT-RTZ or which
            requires unbudgeted expenditure in excess  of 5%
            of    any    Programme   and   Budget   (whether
            individually or  as  part  of a group of related
            expenditures)  shall  also  be  subject  to  the
            approval  of  such  boards of directors  in  the
            manner set out in paragraph 10.1.3(c).

       (e)             Except as  provided in Clause 10.3 of
            the Agreement, should the  board of directors of
            PT-FI  or  PT-RTZ disapprove any  Programme  and
            Budget   or  any   revision,   modification   or
            amendment  thereto, both boards of directors and
            the relevant  Exploration Committee or Operating
            Committee  shall  endeavour  in  good  faith  to
            resolve  the   difference(s)  and  reach  mutual
            agreement on the applicable Programme and Budget
            as soon as possible.

10.1.4             Budget Overruns;  Programme  Changes  The

Operator shall immediately notify the relevant Committee of any material departure from an Approved Programme and Budget. As soon as practicable following the Operator becoming aware that the costs to be incurred under an Approved Budget are likely to be exceeded by more than 10%, then unless such excess is directly caused by an emergency or unexpected expenditure made pursuant to paragraph 10.2 of this Annex or otherwise authorised by the Participants, the Operator shall prepare a revised Programme and Budget for that Year and submit it as soon as practicable to the relevant Committee for review, and if needed, for recommendation for approval by the boards of directors of the Participants.

10.2 Emergency or Unexpected Expenditures In case of emergency, the Operator may take such action it deems necessary to protect life, limb or property, to protect the Enterprise Operations or Sole Risk Ventures or to comply with law or government regulation. Likewise, the Operator may make expenditures for unexpected events which are beyond its reasonable control and which do not result from a breach by it of its standard of care. In the case of either an emergency or unexpected expenditures, the Operator shall promptly notify the Participants of the emergency or unexpected expenditure, and the Operator shall be reimbursed therefor by the Participants as provided in Clause 6.1 of the Agreement and this Annex.

10.3       Cash Calls

    10.3.1             On  the  basis  of the Approved Programme
           and Budget or revision thereof,  the  Operator  shall
           submit   to  each  Participant  prior  to  the  fifth
           business day  of  each  calendar month, a billing for
           estimated cash requirements  for  the  next following
           calendar  month, taking into consideration  any  cash
           the Operator  has  on  hand from Joint Operations and
           any timing differences of  actual  expenditures  from
           the  Approved  Programme  and Budget, and identifying
           the   separate  contribution  obligations   of   each
           Participant in accordance with the provisions of this
           Annex  and   the   Agreement  and  any  reimbursement
           obligations under Clause 12 of the Agreement relating
           to Sole Risk Ventures.

    10.3.2             Prior to  the  first  business day of the
           month  for  which  the  funds  are  requested,   each
           Participant   shall  pay  to  the  Operator  by  wire
           transfer  to  the  bank  account  designated  by  the
           Operator, its share  of  the  estimated  amount as is
           shown  in the billing unless the share of the  amount
           shown therein is manifestly incorrect.

    10.3.3             Time is of the essence of payment of each
           billing.  A Participant that fails to meet cash calls
           in the amount  and  at  the  times  specified in this
           paragraph 10.3 shall be in default, and the amount of
           the defaulted cash call shall bear interest  from the
           date due at an annual rate equal to 5% above LIBOR as
           published  in  the  London  Financial  Times  on  the
           business   day  immediately  prior  to  the  date  of
           default.

    10.3.4             All  funds  in  excess  of immediate cash
           requirements  shall  be  invested in interest-bearing
           accounts,  for  the  benefit   of   the  Participants
           provided   that   (i)  all  funds  representing   the
           Exploration Obligation  shall  be  so invested solely
           for the benefit of PT-RTZ and (ii) funds for any Sole
           Risk  Venture  shall  be so invested solely  for  the
           benefit of the applicable Participant.

    10.3.5             Should the  Operator  be  required to pay
           large  sums  of  money  on behalf of the Participants
           which were unforeseen at  the  time  of providing the
           monthly  cash  call,  the  Operator may make  written
           request for special advances  which  shall be payable
           not later than the fifth business day  after  receipt
           of such notice.

10.4       Close-down Costs

    10.4.1             Close-down Costs directly attributable to
           a  Sole  Risk Venture shall be allocated to and borne
           by the Participant undertaking the Sole Risk Venture.

    10.4.2             Notwithstanding  any  other  provision to
           the  contrary  in  this  Annex  or the Agreement  but
           subject to paragraph 10.4.1 above,  each  Participant
           agrees  to pay and shall be liable to pay in  respect
           of Close-down,  that  proportion  of Close-down Costs
           which  the  value  of Products sold by  or  for  such
           Participant over the  life  of  the  COW bears to the
           value of all Products sold by or for the Participants
           over the life of the COW.

                       Final  salvage shall be credited  to  the
           Participants in the  same  proportion  as  Close-down
           Costs are allocated to them.

    10.4.3             For purposes of paragraph 10.4.2, "value"
           is  determined  by  reference  to the actual realised
           price  of  Products sold (or which  would  have  been
           realised but  for  any  price protection activities),
           adjusted for inflation, net  of smelting and refining
           charges, royalties, and other selling expenses.

ATTACHMENT X